Table of
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
Form 10-12G/A
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
PERK INTERNATIONAL,
INC.
(Exact name of registrant as specified in its charter)
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Nevada |
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46-2622704 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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2375 East Camelback Rd., Suite 600, Phoenix, AZ |
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85016 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (602)
358-7505
Securities to be registered under Section 12(b) of the Act:
None
Title of each class
to be so registered |
|
Name of Exchange on which each
class is to be registered |
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N/A |
|
N/A |
Securities to be registered under Section 12(g) of the
Exchange Act:
Common Stock, par value $.0001
(Title of class)
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” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated file |
☐ |
Smaller reporting company |
☒ |
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Emerging growth company |
☒ |
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). 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. ☐
TABLE OF CONTENTS
EXPLANATORY NOTE
Perk International, Inc. is filing this General Form for
Registration of Securities on Form 10, or this “registration
statement,” to register its common stock, par value $0.0001 per
share (“Common Stock”), pursuant to Section 12(g) of the Securities
Exchange Act of 1934. Unless otherwise mentioned or unless the
context requires otherwise, when used in this registration
statement, the terms “Company,” “we,” “us,” “our” and “Perk
International, Inc.” refer to Perk International, Inc.
JUMPSTART OUR BUSINESS STARTUPS ACT
The Company qualifies as an “emerging growth company” as defined in
Section 101 of the Jumpstart our Business Startups Act (the “JOBS
Act”) as we do not have more than $1,070,000,000 in annual gross
revenue and did not have such amount as of December 31, 2019 our
last fiscal year. We are electing to use the extended transition
period for complying with new or revised accounting standards under
Section 102(b)(1) of the JOBS Act.
We may lose our status as an emerging growth company on the last
day of our fiscal year during which (i) our annual gross revenue
exceeds $2,000,000,000 or (ii) we issue more than $2,000,000,000 in
non-convertible debt in a three-year period. We will lose our
status as an emerging growth company if at any time we are deemed
to be a large accelerated filer. We will lose our status as an
emerging growth company on the last day of our fiscal year
following the fifth anniversary of the date of the first sale of
common equity securities pursuant to an effective registration
statement.
As an emerging growth company, we are exempt from Section 404(b) of
the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley
Act”) and Section 14A(a) and (b) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Such sections are provided
below:
Section 404(b) of the Sarbanes-Oxley Act requires a public
company’s auditor to attest to, and report on, management’s
assessment of its internal controls.
Sections 14A(a) and (b) of
the Exchange Act, implemented by Section 951 of the Dodd-Frank Act,
require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation.
As long as we qualify as an emerging growth company, we will not be
required to comply with the requirements of Section 404(b) of the
Sarbanes-Oxley Act and Section 14A(a) and (b) of the Exchange
Act.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This following information specifies certain forward-looking
statements of management of our Company. Forward-looking statements
are statements that estimate the happening of future events and are
not based on historical fact. Forward-looking statements may be
identified by the use of forward-looking terminology, such as may,
shall, could, expect, estimate, anticipate, predict, probable,
possible, should, continue, or similar terms, variations of those
terms, or the negative of those terms. The forward-looking
statements specified in the following information have been
compiled by our management on the basis of assumptions made by
management and considered by management to be reasonable. Our
future operating results, however, are impossible to predict and no
representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
The assumptions used for purposes of the forward-looking statements
specified in the following information represent estimates of
future events and are subject to uncertainty as to possible changes
in economic, legislative, industry, and other circumstances. As a
result, the identification and interpretation of data and other
information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of
judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected
results, and, accordingly, no opinion is expressed on the
achievability of those forward-looking statements.
The market data and other statistical information contained in this
registration statement are based on internal Company estimates of
our past experience in the industry, general market data, and
public information which was not commissioned by us for this
filing.
Corporate History
On April 10, 2013, Articles of Incorporation were filed for Perk
International Inc., with the Nevada Secretary of State.
On April 10, 2013, the Initial List of Officers, Directors, and
Resident Agent of Perk International, Inc. was filed with the
Nevada Secretary of State, naming Andrew Gaudet as Director,
Chairman, President and CFO, and Leon Golden as Director, CFO and
Secretary.
On February 6, 2015, Andrew Gaudet resigned his office of Vice
President with Perk International, Inc. As a result, Mr. Gaudet no
longer holds any officer position with Perk International Inc.
On February 22, 2019, Marcus Southworth became, President,
Secretary, Treasurer and Director of Perk International Inc.
On April 27, 2020, Certification and Notice of Termination of
Registration Under Section 12(g) of The Securities Exchange Act of
1934 of Duty to File Reports Under Sections 13 and 15 (d) of the
Securities Exchange Act of 1934.
On April 30, 2020 Marcus resigned from, President, Secretary,
Treasurer and Director of Perk International Inc. Mr. Southworth no
longer holds any officer position with Perk International Inc.
On April 30, 2020, Nelson Grist became the sole director of Perk
International Inc.
We are a “shell company” under Rule 405 of Regulation C of the
Securities Act. A “shell company” is a company with either no or
nominal operations or assets, or assets consisting solely of cash
and cash equivalents. As a result, our investors are not allowed to
rely on Rule 144 of the Securities Act for a period of twelve month
from the date that we cease to be a shell company. Because
investors may not be able to rely on an exemption for the resale of
their shares other than Rule 144, and there is no guarantee that we
will cease to be a shell company, they may not be able to re-sell
our shares in the future and could lose their entire investment as
a result.
Business Overview
General
Perk International, Inc. is an acquisition, sales management
company for early stage, high growth businesses and technologies in
the health care industry. The Company is developing specific
criteria and standards that must be met by each acquisition
candidate. Once identified, the Company will have access to highly
seasoned and well-trained team of industry professionals to
perform thorough due diligence on the potential acquisition
partner. Following successful due diligence, Perk
International, Inc. We will be able to consult with M & A
advisors to structure and present an attractive proposal to the
selling entity.
Perk International, Inc., now feels very comfortable in entering
the rapidly growing health care market. It is estimated that
Holistic and other natural and organic ingredients are believed to
provide many medical benefits. It has been reported that Holistic
and CBD oil can treat hundreds of medical issues such as anxiety,
depression, pain, arthritis, insomnia, anorexia, heart disease,
diabetes, asthma, several types of cancer, Alzheimer’s,
dementia and epilepsy, just to name a few.
OUR
OBJECTIVE
It is the objective of Perk International, Inc. to control every
aspect of the natural and organic farming industry from growth to
extraction and distribution. This will enable us to avoid risking
stagnant or contaminated biomass because of third party extraction
labs being at full capacity.
Perk International, Inc., has designed its future into a 3-stage
rollout:
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1. |
Grow and distribute high grade, certified natural and organic
ingredients. |
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2. |
Own processing facilities to dry biomass, extract hemp oil and
refine to pharmaceutical grade CBD oils. |
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3. |
Provide international wholesale distribution of natural and
organic health care products with and without CBD. |
To reach this objective we have hand-picked a team of industry
professionals from experienced hemp farmers, bioengineers,
extraction experts and other related industry professionals.
Our ultimate objective is to achieve exceptional multiples in
growth, valuation and revenue to Perk International, “Inc. and its
shareholders.
Employees
As of August 1, 2020, we have one full time employee, including
management. We consider our relations with our employees to be
good.
Reports to Security Holders
You may read and copy any materials the Company files with the
Commission in the Commission’s Public Reference Section, Room 1580,
100 F Street N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Section by
calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains
an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC, which can be found at
http://www.sec.gov.
RISK FACTORS
The statements contained in or incorporated into this Form 10
that are not historic facts are forward-looking statements that are
subject to risks and uncertainties that could cause actual results
to differ materially from those set forth in or implied by
forward-looking statements. If any of the following risks actually
occurs, our business, financial condition, or results of operations
could be harmed. In that case, the value of our Common Stock could
decline, and an investor in our securities may lose all or part of
their investment.
Risks Related to our Business
Limited Operating History
We have had limited recent operating history nor any revenues or
earnings from operations since inception. We will, in all
likelihood, sustain operating expenses without corresponding
revenues, at least for the foreseeable future. We can make no
assurances that we will be able to effectuate our investment
strategies or otherwise to generate sufficient revenue to continue
operations.
Our estimates of capital, personnel, equipment, and facilities
required for our proposed operations are based on certain other
existing businesses operating under projected business conditions
and plans. We believe that our estimates are reasonable, but it is
not possible to determine the accuracy of such estimates at this
point. In formulating our business plan, we have relied on the
judgment of our officers and directors and their experience in
developing businesses. We can make no assurances that we will be
able to obtain sufficient financing or implement successfully the
business plan we have devised. Further, even with sufficient
financing, there can be no assurance that we will be able to
operate our business on a profitable basis. We can make no
assurances that our projected business plan will be realized or
that any of our assumptions will prove to be correct.
At the moment we are a going concern which does bring risk to the
company and stock price. The management is aware that the company
will require investment to fulfill our business plan and will work
hard ensure the company will secure the appropriate funding.
The loans that are in default have been in default from the past
management and we do not believe they present any risks to the
potential success of the business, as no claims or demands have
been made upon the Company. We also believe that the statute of
limitations on some debts shall expire prior to any claims being
presented. Therefore, we have no intention of make settlement or
payment toward these defaulted debts. That being said, creditors
may make claims for outstanding debts owed that even if successful
in defending, may cause the Company to incur extensive costs in
legal fees.
Our estimates of capital, personnel, equipment, and facilities
required for our proposed operations are based on certain other
existing businesses operating under projected business conditions
and plans. We believe that our estimates are reasonable, but it is
not possible to determine the accuracy of such estimates at this
point. In formulating our business plan, we have relied on the
judgment of our officers and directors and their experience in
developing businesses. We can make no assurances that we will be
able to obtain sufficient financing or implement successfully the
business plan we have devised. Further, even with sufficient
financing, there can be no assurance that we will be able to
operate our business on a profitable basis. We can make no
assurances that our projected business plan will be realized or
that any of our assumptions will prove to be correct.
We are a “shell company” under Rule 405 of Regulation C of the
Securities Act. A “shell company” is a company with either no or
nominal operations or assets, or assets consisting solely of cash
and cash equivalents. As a result, our investors are not allowed to
rely on Rule 144 of the Securities Act for a period of twelve month
from the date that we cease to be a shell company. Because
investors may not be able to rely on an exemption for the resale of
their shares other than Rule 144, and there is no guarantee that we
will cease to be a shell company, they may not be able to re-sell
our shares in the future and could lose their entire investment as
a result.
Negative Cash Flow
We expect to generate operating losses and experience negative cash
flow for the immediate future, and it is uncertain whether we will
achieve future profitability. We expect to continue to incur
operating losses until such time, if ever, as we are able to
achieve sufficient levels of revenue from our investments and
services rendered. Our ability to commence revenue operations and
achieve profitability will depend upon revenue received primarily
from investments or otherwise through services that we render.
There can be no assurance that we will ever achieve profitability.
Accordingly, the extent of future losses and the time required to
achieve profitability, if ever, cannot be predicted at this
point.
Dependence on Key Personnel
Our success will depend, in large part, on the skill, expertise,
and acumen of Nelson Grist. There is no requirement that Mr. Grist
allocate a specific amount of time to our Company. If Mr. Grist
ceases to participate in our Company’s activities for any reason,
our Company’s ability to select attractive investments could be
impaired severely. Our future success also depends on our ability
to attract, train, retain, and motivate other highly qualified
sales, technical, and managerial personnel. Competition for such
personnel is intense and we may not be able to attract, train,
retain, or motivate such persons in the future.
Prior Performance of our Management Team
Although Mr. Grist has in the past operated or otherwise been
affiliated with prior successful companies, we can make no
assurances that they will be able to duplicate prior levels of
success. Any prior performance that Nelson may have had in
operating or working with other ventures was obtained under
different market conditions and in different contexts. There can be
no assurance that Mr. Grist will be able to duplicate any prior
levels of performance or success. Moreover, we have not disclosed
material facts regarding the prior performance of Mr. Grist in this
Form 10 or the market conditions relating to such performance.
Limited Liability
Our Certificate of Incorporation and Bylaws generally provide that
the liability of our officers and directors will be eliminated to
the fullest extent allowed under law for their acts on behalf of
our Company.
Uncertain Government Regulation
Our business will be subject to extensive regulation. There has
been an active debate over the appropriate extent of regulation and
oversight. In addition, we may be adversely affected as a result of
new or revised legislation or regulations imposed by the Commission
or other United States governmental regulatory authorities or
self-regulatory organizations that supervise the markets. We also
may be adversely affected by changes in the interpretation or
enforcement of existing laws and rules by these governmental
authorities and self-regulatory organizations.
Competition
A number of our existing or potential competitors may have
substantially greater financial, technical, and marketing
resources, larger investor bases, greater name recognition, and
more established relationships with their investors, and more
established sources of deal flow and investment opportunities than
we do. This may enable our competitors to: develop and expand their
services and develop infrastructure more quickly and achieve
greater scale and cost efficiencies; adapt more quickly to new or
emerging markets and opportunities, strategies, techniques,
technologies, and changing investor needs; take advantage of
acquisitions and other market opportunities more readily; establish
operations in new markets more rapidly; devote greater resources to
the marketing and sale of their products and services; adopt more
aggressive pricing policies; and provide clients with additional
benefits at lower overall costs in order to gain market share. If
our competitive advantages are not compelling or sustainable and we
are not able to effectively compete with larger competitors, then
we may not be able to increase or sustain cash flow.
Economic Conditions
Our business will be materially affected by conditions in the
financial markets and economic conditions or events in the United
States and throughout the world that are outside our control,
including, without limitation, changes in interest rates,
availability of credit, inflation rates, economic uncertainty,
changes in laws (including laws relating to taxation), trade
barriers, commodity prices, currency exchange rates, and controls
and national and international political circumstances (including
wars, terrorist acts, or security operations). These factors may
affect the level and volatility of securities prices and the
liquidity and the value of investments, and we may not be able to
or may choose not to manage our exposure to these market conditions
and/or other events. In the event of a market downturn, our
businesses could be adversely affected in different ways.
Implications of Being an Emerging Growth Company
As a company with less than $2.0 billion in revenue during its last
fiscal year, we qualify as an “emerging growth company” as defined
in the JOBS Act. For as long as a company is deemed to be an
emerging growth company, it may take advantage of specified reduced
reporting and other regulatory requirements that are generally
unavailable to other public companies. These provisions
include:
A requirement to have only two years of audited financial
statements and only two years of related Management’s Discussion
and Analysis included in an initial public offering registration
statement;
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An exemption to provide less than five years of selected
financial data in an initial public offering registration
statement; |
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An exemption from the auditor attestation requirement in the
assessment of our internal controls over financial reporting; |
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An exemption from compliance with any new or revised financial
accounting standards until they would apply to private
companies; |
| • |
An exemption from compliance with any new requirement adopted
by the Public Company Accounting Oversight Board requiring
mandatory audit firm rotation or a supplement to the auditor’s
report in which the auditor would be required to provide additional
information about the audit and the financial statement of the
issuer; and reduced disclosure about our executive compensation
arrangements |
U.S. Federal and foreign regulation and enforcement may
adversely affect the implementation of cannabis laws and
regulations and may negatively impact our revenue, or we may be
found to be violating the Controlled Substances Act or other U.S.
federal, state, or foreign laws.
Cannabis is a Schedule-I controlled substance and is illegal under
federal law. Even in those states where the use of cannabis has
been legalized, its use remains a violation of federal law. A
Schedule I controlled substance is defined as a substance that has
no currently accepted medical use in the United States, a lack of
safety for use under medical supervision and a high potential for
abuse. The Department of Justice defines Schedule 1 controlled
substances as “the most dangerous drugs of all the drug schedules
with potentially severe psychological or physical dependence.”
At present, 33 states and the District of Columbia allow their
citizens to use medical cannabis. Additionally, 9 states have
approved legalization of cannabis for adult recreational use. The
laws of these states are in conflict with the Federal Controlled
Substances Act, which makes cannabis use and possession illegal on
a national level. If the federal government decides to enforce the
Controlled Substances Act with respect to cannabis, persons that
are charged with distributing, possessing with intent to
distribute, or growing cannabis could be subject to fines and
imprisonment, the maximum being life imprisonment and a $50 million
fine. Any such change in the federal government’s enforcement of
current federal laws will cause significant financial damage to
us.
Previously, the Obama administration, memorialized in what has come
to be commonly known as the Cole Memorandum, took the position that
it was not an efficient use of resources to direct federal law
enforcement agencies to prosecute those lawfully abiding by
state-designated laws allowing the use and distribution of medical
cannabis. The Trump administration has revised this policy.
Specifically, Attorney General Jeff Sessions has rescinded the Cole
Memorandum guidance in favor of deferral of any enforcement of
federal regulation to the individual states’ US Attorney.
Even under the prior Cole Memorandum guidance, the Department of
Justice stated that it would continue to enforce the Controlled
Substance Act with respect to cannabis to prevent:
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the
distribution of cannabis to minors; |
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criminal
enterprises, gangs and cartels receiving revenue from the sale of
cannabis; |
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the
diversion of cannabis from states where it is legal under state law
to other states; |
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state-authorized
cannabis activity from being used as a cover or pretext for the
trafficking of other illegal drugs or other illegal
activity; |
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violence
and the use of firearms in the cultivation and distribution of
cannabis; |
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driving
while impaired and the exacerbation of other adverse public health
consequences associated with cannabis use; |
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the
growing of cannabis on public lands; and |
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cannabis
possession or use on federal property. |
Despite the rescission of the Cole Memorandum, certain other
protections for state-legal cannabis businesses remain in place via
budgetary an element embedment which limits funding of any
enforcement of anti-cannabis legislation. However, being an
amendment to an appropriations bill, those protections must be
renewed annually. The currently enacted Commerce, Justice, Science,
and Related Agencies Act, which includes the protective embedment
(the Rohrabacher-Farr Amendment), is effective by passage of a
short-term continuing resolution only through December 8, 2017, and
Attorney General Jeff Sessions has urged members of Congress to not
renew the amendment.
On March 23, 2018, President Donald J. Trump signed into law a $1.3
trillion-dollar spending bill that included an amendment known as
“Rohrabacher-Blumenauer,” which prohibits the Justice Department
from using federal funds to prevent certain states “from
implementing their own State laws that authorize the use,
distribution, possession or cultivation of medical cannabis.”
On December 20, 2018, President Donald J. Trump signed into law the
Agriculture Improvement Act of 2018, otherwise known as the “Farm
Bill”. Prior to its passage, hemp, a member of the cannabis family,
was classified as a Schedule 1 controlled substance, and so illegal
under the federal CSA.
With the passage of the Farm Bill, hemp cultivation is now broadly
permitted, as long as its THC content is at or below .03%. The Farm
Bill explicitly allows the transfer of hemp-derived products across
state lines for commercial or other purposes. It also puts no
restrictions on the sale, transport, or possession of hemp-derived
products, so long as those items are produced in a manner
consistent with the law.
Risks Related to the Market for our Stock
The OTC and share value
Our Common Stock currently only trades over the counter, which may
deprive stockholders of the full value of their shares. Our
stock is quoted via the OTCMarkets Pink Marketplace. Therefore, our
Common Stock is expected to have fewer market makers, lower trading
volumes, and larger spreads between bid and asked prices than
securities listed on an exchange such as the New York Stock
Exchange or the NASDAQ Stock Market. These factors may result in
higher price volatility and less market liquidity for our Common
Stock. In addition, newly amended rules related to Rule 15c2-11 may
limit shareholders ability to deposit stock or trade.
Investors may have difficulty
in reselling their shares due to the lack of market or state Blue
Sky laws. The holders of our shares of Common Stock and persons who
desire to purchase stock should know our common stock currently
only sells and trades over the counter and our stock is quoted
OTCMarkets Pink Marketplace trading market that might develop in the
future should be aware that there may be significant state law
restrictions upon the ability of investors to resell our shares.
Accordingly, even if we are successful in having the shares
available for trading on a national exchange, shareholders may be
limited in their ability to sell their shares.
The current stop sign indicator is due to a lack of financial
filing from the past management. The new management has filed a
Form 10 with audited financials to become a current SEC filing
company.
Low market price
A low market price would severely limit the potential market for
our Common Stock. Our Common Stock is expected to trade at a price
substantially below $5.00 per share, subjecting trading in the
stock to certain Commission rules requiring additional disclosures
by broker-dealers. These rules generally apply to any non-NASDAQ
equity security that has a market price share of less than $5.00
per share, subject to certain exceptions (a “penny stock”). Such
rules require the delivery, prior to any penny stock transaction,
of a disclosure schedule explaining the penny stock market and the
risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons
other than established customers and institutional or wealthy
investors. For these types of transactions, the broker-dealer must
make a special suitability determination for the purchaser and
have received the purchaser’s written consent to the transaction
prior to the sale. The broker- dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer
quotations for the penny stock and, if the broker-dealer is the
sole market maker, the broker-dealer must disclose this fact and
the broker-dealer’s presumed control over the market. Such
information must be provided to the customer orally or in writing
before or with the written confirmation of trade sent to the
customer. Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information
on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements could discourage
broker- dealers from effecting transactions in our Common
Stock.
Lack of market and state blue sky laws
Investors may have difficulty in reselling their shares due to the
lack of market or state Blue Sky laws. The holders of our shares of
Common Stock and persons who desire to purchase them in any trading
market that might develop in the future should be aware that there
may be significant state law restrictions upon the ability of
investors to resell our shares. Accordingly, even if we are
successful in having the shares available for trading on the
Over-The-Counter (“OTCBB”), investors should consider any secondary
market for our securities to be a limited one. We intend to seek
coverage and publication of information regarding our Company in an
accepted publication which permits a “manual exemption.” This
manual exemption permits a security to be distributed in a
particular state without being registered if the company issuing
the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security
to be listed in a recognized manual. The listing entry must contain
(1) the names of issuers, officers, and directors, (2) an issuer’s
balance sheet, and (3) a profit and loss statement for either the
fiscal year preceding the balance sheet or for the most recent
fiscal year of operations. We may not be able to secure a listing
containing all of this information. Furthermore, the manual
exemption is a non-issuer exemption restricted to secondary trading
transactions, making it unavailable for issuers selling newly
issued securities. Most of the accepted manuals are those published
in Standard and Poor’s, Moody’s Investor Service, Fitch’s
Investment Service, and Best’s Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states
declare that they “recognize securities manuals” but do not specify
the recognized manuals. The following states do not have any
provisions and therefore do not expressly recognize the manual
exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont, and Wisconsin.
Accordingly, our shares of Common Stock should be considered
totally illiquid, which inhibits investors’ ability to resell their
shares.
Penny stock regulations
We will be subject to penny stock regulations and restrictions and
you may have difficulty selling shares of our Common Stock. The
Commission has adopted regulations which generally define so-called
“penny stocks” to be an equity security that has a market price
less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exemptions. We anticipate that our
Common Stock will become a “penny stock”, and we will become
subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock
Rule”. This rule imposes additional sales practice requirements on
broker-dealers that sell such securities to persons other than
established customers. For transactions covered by Rule 15g-9, a
broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser’s written consent to the
transaction prior to sale. As a result, this rule may affect the
ability of broker-dealers to sell our securities and may affect the
ability of purchasers to sell any of our securities in the
secondary market.
For any transaction involving a penny stock, unless exempt, the
rules require delivery, prior to any transaction in a penny stock,
of a disclosure schedule prepared by the Commission relating to the
penny stock market. Disclosure is also required to be made about
sales commissions payable to both the broker-dealer and the
registered representative and current quotations for the
securities. Finally, monthly statements are required to be sent
disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stock.
We do not anticipate that our Common Stock will qualify for
exemption from the Penny Stock Rule. In any event, even if our
Common Stock were exempt from the Penny Stock Rule, we would remain
subject to Section 15(b)(6) of the Exchange Act, which gives the
Commission the authority to restrict any person from participating
in a distribution of penny stock, if the Commission finds that such
a restriction would be in the public interest.
Rule 144 Risks
Sales of our Common Stock under Rule 144 could reduce the price of
our stock. There are 125,000,000 issued and outstanding shares of
our Common Stock held by affiliates that Rule 144 of the Securities
Act defines as restricted securities.
These shares will be subject to the resale restrictions of Rule
144, should we hereinafter cease being deemed a “shell company”. In
general, persons holding restricted securities, including
affiliates, must hold their shares for a period of at least six
months, may not sell more than 1.0% of the total issued and
outstanding shares in any 90-day period, and must resell the shares
in an unsolicited brokerage transaction at the market price. The
availability for sale of substantial amounts of Common Stock under
Rule 144 could reduce prevailing market prices for our
securities.
No audit or compensation committee
Because we do not have an audit or compensation committee,
stockholders will have to rely on our entire Board of Directors,
none of which are independent, to perform these functions. We do
not have an audit or compensation committee comprised of
independent directors. Indeed, we do not have any audit or
compensation committee. These functions are performed by our Board
of Directors as a whole. No members of our Board of Directors are
independent directors. Thus, there is a potential conflict in that
Board members who are also part of management will participate in
discussions concerning management compensation and audit issues
that may affect management decisions.
Security laws exposure
We are subject to compliance with securities laws, which exposes us
to potential liabilities, including potential rescission rights. We
may offer to sell our shares of our Common Stock to investors
pursuant to certain exemptions from the registration requirements
of the Securities Act, as well as those of various state securities
laws. The basis for relying on such exemptions is factual; that is,
the applicability of such exemptions depends upon our conduct and
that of those persons contacting prospective investors and making
the offering. We may not seek any legal opinion to the effect that
any such offering would be exempt from registration under any
federal or state law. Instead, we may elect to relay upon the
operative facts as the basis for such exemption, including
information provided by investor themselves.
If any such offering did not qualify for such exemption, an
investor would have the right to rescind its purchase of the
securities if it so desired. It is possible that if an investor
should seek rescission, such investor would succeed. A similar
situation prevails under state law in those states where the
securities may be offered without registration in reliance on the
partial preemption from the registration or qualification
provisions of such state statutes under the National Securities
Markets Improvement Act of 1996. If investors were successful in
seeking rescission, we would face severe financial demands that
could adversely affect our business and operations. Additionally,
if we did not in fact qualify for the exemptions upon which we have
relied, we may become subject to significant fines and penalties
imposed by the Commission and state securities agencies.
No cash dividends
Because we do not intend to pay any cash dividends on our Common
Stock, our stockholders will not be able to receive a return on
their shares unless they sell them. We intend to retain any future
earnings to finance the development and expansion of our business.
We do not anticipate paying any cash dividends on shares of our
Common Stock in the foreseeable future. Unless we pay dividends,
our stockholders will not be able to receive a return on their
shares unless they sell them. There is no assurance that
stockholders will be able to sell shares of our Common Stock when
desired.
Delayed adoption of accounting standards
We have delayed the adoption of certain accounting standards
through an opt-in right for emerging growth companies. We have
elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(2) of the
JOBS Act, which
allows us to delay the adoption of new or revised accounting
standards that have different effective dates for public and
private companies until those standards apply to private companies.
As a result of this election, our financial statements may not be
comparable to companies that comply with public company effective
dates.
ITEM 2. FINANCIAL
INFORMATION.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the
Financial Statements of our Company and notes thereto included
elsewhere in this Form 10.
We plan to do an S1 and register stock and offer some convertible
notes to start receiving funding to start the execution of our
business plan.
We do not currently have any arrangements for financing and our
obtaining additional financing will be subject to a number of
factors, including general market conditions, investor acceptance
of our plan of operations and initial results from our business
operations. There is no assurance that any additional
financing will be available or if available, on terms that will be
acceptable to us. Failure to raise additional financing will cause
us to go out of business. If this happens, you could lose all or
part of your investment.
If our resources are insufficient to satisfy our cash requirements,
we may seek to sell additional equity or debt securities or obtain
a credit facility. The sale of additional equity securities could
result in additional dilution to our stockholders. The incurrence
of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would
restrict our operations. We cannot assure you that financing will
be available in amounts or on terms acceptable to us, if at
all.
We are subject to all of the risks inherent in the establishment of
a new business enterprise, and we have not generated any revenues
to date. The likelihood of our success must be considered in light
of the problems, expenses, difficulties, complications and delays
frequently encountered, by starting a new business enterprise and
the highly competitive environment in which we will operate. Since
we have a limited operating history, we cannot assure you that our
business will be profitable or that we will ever generate
sufficient revenues to fully meet our expenses and totally support
our anticipated activities. Any profitability in the future from
our business will be dependent upon the successful development,
marketing and sales of our proposed website platform and future
products. Accordingly, we may not be able to successfully carry out
our plan of operations and any investor may lose their entire
investment.
Forward Looking Statements
The following information specifies certain forward-looking
statements of the management of our Company. Forward looking
statements are statements that estimate the happening of future
events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking
terminology, such as may, shall, could, expect, estimate,
anticipate, predict, probable, possible, should, continue, or
similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following
information statement have been compiled by our management on the
basis of assumptions made by management and considered by
management to be reasonable. Our future operating results, however,
are impossible to predict and no representation, guaranty, or
warranty is to be inferred from those forward-looking
statements.
The assumptions used for purposes of the forward-looking statements
specified in the following information represent estimates of
future events and are subject to uncertainty as to possible changes
in economic, legislative, industry, and other circumstances. As a
result, the identification and interpretation of data and other
information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of
judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected
results, and, accordingly, no opinion is expressed on the
achievability of those forward-looking statements. We cannot
guaranty that any of the assumptions relating to the
forward-looking statements specified in the following information
are accurate, and we assume no obligation to update any such
forward-looking statements. Such forward-looking statements include
statements regarding our anticipated financial and operating
results, our liquidity, goals, and plans.
All forward-looking statements in this Form 10 are based on
information available to us as of the date of this report, and we
assume no obligation to update any forward-looking statements.
Overview
We intend to become a key manufacturer of high quality natural and
organic nutraceuticals. Our quality ingredients will ultimately be
bio-engineered to grow large, robust crops, durable to a wide range
of weather and altitude and contain some of the highest percentages
of high quality natural and organic nutraceuticals with and without
CBD on the market. Our genetic improvement strategy includes the
following objectives:
| • |
High yield |
| • |
Premium market quality |
| • |
Reliable zero levels of THC
content |
| • |
Continually develop new
improvements to our high quality natural and organic
nutraceuticals |
We are committed to bring the highest quality of natural and
organic nutraceuticals that can maximize the profitability of the
health care industry.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared
in accordance with United States generally accepted accounting
principles applied on a consistent basis. The preparation of
financial statements in conformity with United States generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods.
We regularly evaluate the accounting policies and estimates that we
use to prepare our financial statements. In general, management’s
estimates are based on historical experience, and on various other
assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those
estimates made by management. These estimates are based on
management’s historical industry experience and not our Company’s
historical experience.
Cash Equivalents
We consider all highly liquid short-term investments with
maturities of less than three months when acquired to be cash
equivalents.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying amount of the
assets to the future net cash flows expected to be generated by
such assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the discounted
expected future net cash flows from the assets.
Default Debts
Prior management accrued certain debts described in the Notes of
our financial statements that the Company is currently default on.
However, the Company does not believe these debts pose any risk as
no claims have been made and the custodian took efforts to contact
the creditors. In addition, we have sought the advise of counsel
regarding what we believe are statutes of limitations that would
further hamper any attempts of creditors to collect on these debts.
The Company does not plan to seek settlement or repayment unless a
creditor makes a claim.
Loss Per Common Share
Basic net loss per share is calculated by dividing the net loss by
the weighted – average number of common shares outstanding for the
period, without consideration for Common Stock equivalents.
Employees
We currently have only one employee, all of whom are officers and
directors.
Bio
Nelson Grist – President, Chief Executive Officer, Chief
Financial Officer, Secretary and Director
Perk International, Inc. (“Perk International, Inc.”).
Nelson Grist was President, CEO, Officer and Director of For The
Earth Corporation from July 2008 to April 1st, 2020. In
2011 Mr. Grist did a reverse merger and For The Earth Corporation
become a non-reporting publicly traded company on the OTC Pink. For
The Earth filed a Regulation A offering in 2019 and was approved.
Unfortunately, the Reg A was never funded and has recently expired
on August 8th, 2020.
In July 2015, Mr. Grist filed a Chapter 7 personal bankruptcy in
Maricopa County, Arizona. He was discharged in January 2016.
No properties owned.
| ITEM 4. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT. |
The following table sets forth, as of July 22, 2020, certain
information concerning the beneficial ownership of our Common Stock
by: (i) each stockholder known by us to own beneficially 10.0% or
more of our outstanding Common Stock; (ii) each director; (iii)
each named executive officer; and (iv) all of our executive
officers and directors as a group, and their percentage
ownership:
|
Name |
|
Number of Shares of Common Stock |
|
|
Percentage |
|
|
Nelson Grist |
|
|
125,000,000 |
|
|
|
50% |
|
| |
|
|
|
|
|
|
|
|
| All
executive officers, directors, and beneficial ownership thereof as
a group [*] |
|
|
125,000,000 |
|
|
|
50% |
|
* Nelson Grist is the control person of Perk International,
Inc.
Unless otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, each of the
stockholders named in this table has sole or shared voting and
investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable
percentages are based upon 227,203,331 shares of common stock
outstanding as of July 22, 2020.
The mailing address of the stockholders’ reference in the chart
above is 2375 East Camelback Rd. Suite 600, Phoenix, AZ 85106.
| ITEM 5. |
DIRECTORS
AND EXECUTIVE OFFICERS. |
Our directors and executive officers and additional information
concerning them are as follows:
| Name |
|
Age |
|
Position |
| Nelson
Grist |
|
54 |
|
President, Chief Executive Officer, CFO, Treas, Sec. and Member of
Board of Directors
|
Nelson Grist was President, CEO, Officer and Director of For The
Earth Corporation from July 2008 to April 1st, 2020. As
CEO and Director, Mr. Grist has extensive experience running and
operating a microcap public company. For the past 5 years, Mr.
Grist has provided executive services related to investor
relations, day to day operations, compliance, and business
development.
| ITEM
6. |
EXECUTIVE
COMPENSATION. |
The following table sets forth certain information concerning the
annual and long-term compensation of our Chief Executive
Officer and our other executive officers for the last two fiscal
years.
| |
|
|
|
|
|
|
|
|
|
|
(a) |
|
|
|
(b) |
|
|
|
(c) |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
|
|
All
Other |
|
|
|
Total |
|
|
Name and Principal Position |
|
|
Year |
|
|
|
Salary* |
|
|
|
Bonus |
|
|
|
Awards |
|
|
|
Compensation |
|
|
|
Compensation |
|
| Marcus
Southworth, President, CEO, CFO, Sec., Treas., Dir. |
|
|
2019
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$1,000,000
|
|
|
|
$1,000,000
|
|
| Nelson
Grist, President, CEO, CFO, Sec., Treas., Dir. |
|
|
2020 |
|
|
|
$0 |
|
|
|
$0 |
|
|
|
$0 |
|
|
|
$0 |
|
|
|
$0 |
|
Nelson Grist compensation will be Zero (0) until funding has been
secured. Once funding has been secured the compensation will be a
base salary of $70,000 per year.
We do not have an audit or compensation committee comprised of
independent directors as our Company qualifies for an exemption
from these requirements. Indeed, we do not have any audit or
compensation committee. These functions are performed by our Board
of Directors as a whole.
| ITEM
7. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE. |
We are a party to certain related party transactions, as described
below. Our policy is that all related party transactions will be
reviewed and approved by our board of directors prior to our
entering into any related party transactions.
As of May 31, 2020,
and 2019, the Company had a
payable to a related party for $22,790 and $22,790, respectively,
which is unsecured and due on demand.
In March 2019, the Company
issued 125,000,000 shares of common stock to Marcus Southworth. The
shares were valued at $0.008, the closing stock price on the date
of grant, for total non-cash of $1,000,000.
Director Independence
We are not currently listed on any national securities exchange
that has a requirement that our Board of Directors be independent.
At this time, we do not have an “independent director” as that term
is defined under the rules of the NASDAQ Capital Market.
| ITEM
8. |
LEGAL
PROCEEDINGS. |
None.
| ITEM
9. |
MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS. |
a. Market information.
We only trade on the Over the Counter Market (“OTC Market”). To
have our securities quoted on Pink Sheer the over-the- (“OTCPink”)
we must: (1) be a company that reports its current financial
information to the Commission, banking regulators, or insurance
regulators; and (2) have at least one market maker who completes
and files a Form 211 with FINRA. The OTC Market differs
substantially from national and regional stock exchanges because
it: (a) operates through communication of bids, offers, and
confirmations between broker-dealers, rather than one centralized
market or exchange; and (b) securities admitted to quotation are
offered by one or more broker-dealers rather than “specialists”
which operate in stock exchanges.
b. Dividends.
We have not issued any dividends and have no plans of paying cash
dividends in the future.
| ITEM
10. |
RECENT
SALES OF UNREGISTERED SECURITIES. |
In March 2019, the Company
issued 125,000,000 shares of common stock to Marcus Southworth. The
shares were valued at $0.008, the closing stock price on the date
of grant, for total non-cash of $1,000,000.
| ITEM
11. |
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.
|
None.
Common Stock
We are authorized to issue 250,000,000 shares of Common Stock at a
par value of $0.001 per share. Each holder of Common Stock shall be
entitled to one vote per share.
As of May 31, 2020, there are 227,203,331 shares of Common Stock
issued and outstanding.
| ITEM
12. |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS. |
Our Certificate of Incorporation and Bylaws provide for the
indemnification of present or former directors or officers to the
fullest extent permitted by Nevada law, against all expense,
liability, and loss reasonably incurred or suffered by such
officers or directors in connection with any action against such
officers or directors. Currently we do not maintain director and
officer liability insurance.
| ITEM
13. |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA. |
The information required by this item may be found beginning on
page F-1 of this Registration Statement and are incorporated herein
by reference.
ITEM 14. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There have been no changes in or disagreements with accountants on
accounting or financial disclosure matters.
ITEM 15.
FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial Statements.
Our
financial statements begin on page F-1 immediately following the
signature page of this registration statement.
(b)
Exhibits.
None.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Date:
October 16, 2020 |
|
|
|
|
|
|
|
|
Perk
International, Inc. |
|
|
|
|
|
|
By: |
/s/
Nelson Grist |
|
|
|
Nelson
Grist, Chief Executive Officer |
Index to Financial Statements
Perk International, Inc.
For the Years ending May 31, 2020 and 2019
Report of Independent Registered Public
Accounting Firm
To the shareholders and the board of directors of Perk
International, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Perk
International, Inc. (the "Company") as of May 31, 2020 and 2019,
the related statements of operations, stockholders' equity
(deficit), and cash flows for the years then ended, and the related
notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of May
31, 2020 and 2019, and the results of its operations and its cash
flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
Substantial Doubt about the Company's Ability to Continue as a
Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2020
Lakewood, CO
July 14, 2020
PERK INTERNATIONAL INC.
BALANCE SHEETS
| |
|
May 31, 2020 |
|
|
May 31, 2019 |
|
|
ASSETS |
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
– |
|
|
$ |
– |
|
|
Total Assets |
|
$ |
– |
|
|
$ |
– |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
DEFICIT |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
343,319 |
|
|
$ |
341,078 |
|
|
Accrued interest |
|
|
962 |
|
|
|
70 |
|
|
Due to related parties |
|
|
24,340 |
|
|
|
22,790 |
|
|
Loans payable |
|
|
71,268 |
|
|
|
71,268 |
|
|
Note payable |
|
|
39,749 |
|
|
|
39,749 |
|
|
Total Current Liabilities |
|
|
479,638 |
|
|
|
474,955 |
|
|
Total Liabilities |
|
|
479,638 |
|
|
|
474,955 |
|
| |
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
Stockholders' Deficit: |
|
|
|
|
|
|
|
|
|
Common Stock, par value $0.0001, 250,000,000 shares authorized;
227,203,331 shares issued and outstanding |
|
|
22,520 |
|
|
|
22,520 |
|
|
Additional paid-in capital |
|
|
1,028,608 |
|
|
|
1,028,608 |
|
|
Accumulated deficit |
|
|
(1,530,766 |
) |
|
|
(1,526,083 |
) |
|
Total Stockholders' Deficit |
|
|
(479,638 |
) |
|
|
(474,955 |
) |
|
Total Liabilities and Stockholders' Deficit |
|
$ |
– |
|
|
$ |
– |
|
The accompanying notes are an integral part of these financial
statements.
PERK INTERNATIONAL INC.
STATEMENTS OF OPERATIONS
| |
|
For the Years Ended
May 31, |
|
| |
|
2020 |
|
|
2019 |
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
General and administrative |
|
$ |
3,791 |
|
|
$ |
1,008,947 |
|
|
Total operating expenses |
|
|
3,791 |
|
|
|
1,008,947 |
|
| |
|
|
|
|
|
|
|
|
|
Loss from operations |
|
$ |
(3,791 |
) |
|
$ |
(1,008,947 |
) |
| |
|
|
|
|
|
|
|
|
| Other
expense: |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(892 |
) |
|
|
(70 |
) |
|
Total other expense |
|
|
(892 |
) |
|
|
(70 |
) |
| |
|
|
|
|
|
|
|
|
| Net
loss before provision for income tax |
|
|
(4,683 |
) |
|
|
(1,009,017 |
) |
|
Provision for income tax |
|
|
– |
|
|
|
– |
|
|
Net Loss |
|
$ |
(4,683 |
) |
|
$ |
(1,009,017 |
) |
| |
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
| |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic and diluted |
|
|
227,203,331 |
|
|
|
101,369,863 |
|
| |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
PERK INTERNATIONAL INC.
STATEMENT OF STOCKHOLDERS’
DEFICIT
| |
|
Common Stock |
|
|
Common Stock Amount |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total |
|
|
Balance, May 31, 2018 |
|
|
102,203,331 |
|
|
$ |
10,020 |
|
|
$ |
41,108 |
|
|
$ |
(517,066 |
) |
|
$ |
(465,938 |
) |
| Common
stock issued |
|
|
125,000,000 |
|
|
|
12,500 |
|
|
|
987,500 |
|
|
|
– |
|
|
|
1,000,000 |
|
|
Net Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(1,009,017 |
) |
|
|
(1,009,017 |
) |
| Balance, May
31, 2019 |
|
|
227,203,331 |
|
|
|
22,520 |
|
|
|
1,028,608 |
|
|
|
(1,526,083 |
) |
|
|
(474,955 |
) |
|
Net Loss |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(4,683 |
) |
|
|
(4,683 |
) |
|
Balance, May 31, 2020 |
|
|
227,203,331 |
|
|
$ |
22,520 |
|
|
$ |
1,028,608 |
|
|
$ |
(1,530,766 |
) |
|
$ |
(479,638 |
) |
The accompanying notes are an integral part of these financial
statements.
PERK INTERNATIONAL INC.
STATEMENTS OF CASH FLOWS
|
|
|
For the Years Ended May 31, |
|
| |
|
2020 |
|
|
2019 |
|
|
Cash flows from operating
activities: |
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(4,683 |
) |
|
$ |
(1,009,017 |
) |
|
Adjustments to reconcile net loss to
net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Common stock issued for
services |
|
|
– |
|
|
|
1,000,000 |
|
|
Changes in operating assets and
liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
2,241 |
|
|
|
(5,802 |
) |
|
Accrued interest |
|
|
892 |
|
|
|
70 |
|
|
Net cash used in operating
activities |
|
|
(1,550 |
) |
|
|
(14,749 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities: |
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
|
Cash advances from a related
party |
|
|
1,550 |
|
|
|
– |
|
|
Proceeds from note
payable |
|
|
– |
|
|
|
14,749 |
|
|
Net cash provided by financing
activities |
|
|
1,550 |
|
|
|
14,749 |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in
cash |
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of year |
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
$ |
– |
|
|
$ |
– |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information: |
|
|
|
|
|
|
|
|
|
Cash paid for taxes |
|
$ |
– |
|
|
$ |
– |
|
|
Cash paid for interest |
|
$ |
– |
|
|
$ |
– |
|
The accompanying notes are an integral part of these financial
statements.
PERK INTERNATIONAL INC.
NOTES TO FINANCIAL
STATEMENTS
MAY 31, 2020
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Perk International Inc. (“the
Company” or “Perk”) was incorporated under the laws of the State of
Nevada on April 10, 2013. The Company is an acquisition,
sales management company for early stage, high growth businesses
and technologies in the health care industry. The Company has
developed specific criteria and standards that must be met by each
acquisition candidate. Once identified, the Company will engage its
highly seasoned and well-trained team of industry professionals to
perform thorough due diligence on the potential acquisition
partner. Following successful due diligence, Perk will send in its
M & A team to structure and present an attractive proposal to
the selling entity.
On February 22, 2019, Marcus Southworth became, President,
Secretary, Treasurer and Director of Perk International Inc.
On April 27, 2020, Certification and Notice of Termination of
Registration Under Section 12(g) of The Securities Exchange Act of
1934 of Duty to File Reports Under Sections 13 and 15 (d) of the
Securities Exchange Act of 1934.
On April 30, 2020 Marcus resigned from, President, Secretary,
Treasurer and Director of Perk International Inc. Mr. Southworth no
longer holds any officer position with Perk International Inc.
On April 30, 2020, Nelson Grist became the sole director of Perk
International Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”).
Use of estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Significant estimates include the estimated useful lives of
property and equipment. Actual results could differ from
those estimates.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting
Standards Codification for disclosures about fair value of its
financial instruments and paragraph 820-10-35-37 of the FASB
Accounting Standards Codification (“Paragraph 820-10-35-37”) to
measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of
America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in
fair value measurements and related disclosures, Paragraph
820-10-35-37 establishes a fair value hierarchy which prioritizes
the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for
identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets
included in Level 1, which are either directly or indirectly
observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and
not corroborated by market data.
The carrying amount of the Company’s financial assets and
liabilities, such as cash, prepaid expenses and accrued expenses
approximate their fair value because of the short maturity of those
instruments. The Company’s notes payable approximates the
fair value of such instruments based upon management’s best
estimate of interest rates that would be available to the Company
for similar financial arrangements at May 31, 2020 and 2019.
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting
Standards Codification, which requires recognition of deferred tax
assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax
returns. Under this method, deferred tax assets and liabilities are
based on the differences between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect
for the fiscal year in which the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance
to the extent management concludes it is more likely than not that
the assets will not be realized. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the fiscal years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in the Statements of Income in the period that includes
the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting
Standards Codification (“Section 740-10-25”) with regards to
uncertainty income taxes. Section 740-10-25 addresses the
determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial
statements. Under Section 740-10-25, the Company may recognize the
tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based
on the largest benefit that has a greater than fifty percent (50%)
likelihood of being realized upon ultimate settlement. Section
740-10-25 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures. The Company had
no material adjustments to its liabilities for unrecognized income
tax benefits according to the provisions of Section 740-10-25.
Stock-based Compensation
We account for equity-based transactions with nonemployees under
the provisions of ASC Topic No. 505-50, Equity-Based Payments to
Non-Employees (“ASC 505-50”). ASC 505-50 establishes that
equity-based payment transactions with nonemployees shall be
measured at the fair value of the consideration received or the
fair value of the equity instruments issued, whichever is more
reliably measurable. The fair value of common stock issued for
payments to nonemployees is measured at the market price on the
date of grant. The fair value of equity instruments, other than
common stock, is estimated using the Black-Scholes option valuation
model. In general, we recognize the fair value of the equity
instruments issued as deferred stock compensation and amortize the
cost over the term of the contract.
We account for employee stock-based compensation in accordance with
the guidance of FASB ASC Topic 718, Compensation—Stock
Compensation, which requires all share-based payments to
employees, including grants of employee stock options, to be
recognized in the financial statements based on their fair values.
The fair value of the equity instrument is charged directly to
compensation expense and credited to additional paid-in capital
over the period during which services are rendered.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section
260-10-45 of the FASB Accounting Standards Codification.
Basic net income (loss) per common share is computed by
dividing net income (loss) by the weighted average number of shares
of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss)
by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during the period.
The weighted average number of common shares outstanding and
potentially outstanding common shares assumes that the Company
incorporated as of the beginning of the first period presented.
The Company’s diluted loss per share is the same as the basic loss
per share for the years ended May 31, 2020 and 2019, as the
inclusion of any potential shares would have had an anti-dilutive
effect due to the Company generating a loss.
Recently issued accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases
(Topic 842). ASU 2016-02 requires lessees to recognize
lease assets and lease liabilities on the balance sheet and
requires expanded disclosures about leasing arrangements. ASU
2016-02 is effective for fiscal years beginning after December 15,
2018 and interim periods in fiscal years beginning after
December 15, 2018, with early adoption permitted. The Company
has adopted this accounting standard update.
On June 20, 2018, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) 2018-07,
Compensation—Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting. ASU 2018-07 is
intended to reduce cost and complexity and to improve financial
reporting for share-based payments to nonemployees (for example,
service providers, external legal counsel, suppliers, etc.). Under
the new standard, companies will no longer be required to value
non-employee awards differently from employee awards. Meaning that
companies will value all equity classified awards at their
grant-date under ASC718 and forgo revaluing the award after this
date. The guidance is effective for interim and annual periods
beginning after December 15, 2018.
In November 2019, the FASB issued ASU 2019-10, Financial
Instruments—Credit Losses (Topic 326), Derivative and Hedging
(Topic 815, and Leases (Topic 841). This new guidance will be
effective for annual reporting periods beginning after December 15,
2019, including interim periods within those annual reporting
periods. While the Company is continuing to assess the potential
impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a
material effect on its financial statements.
The Company has implemented all new accounting pronouncements that
are in effect. These pronouncements did not have any material
impact on the financial statements unless otherwise disclosed, and
the Company does not believe that there are any other new
accounting pronouncements that have been issued that might have a
material impact on its financial position or results of
operations.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting
principles generally accepted in the United States of America
applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has not established any source of revenue to
cover its operating costs and has an accumulated deficit of
$1,530,766, ($1,000,000 of which is from non-cash stock
compensation expense). These conditions raise substantial doubt
about the company’s ability to continue as a going concern. The
Company will engage in limited activities without incurring
significant liabilities that must be satisfied in cash until a
source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its
operations. If the Company is unable to obtain revenue producing
contracts or financing or if the revenue or financing it does
obtain is insufficient to cover any operating losses it may incur,
it may substantially curtail or terminate its operations or seek
other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of
existing stockholders.
NOTE 4 - LOANS PAYABLE
On July 24, 2013 the Company
obtained a term loan for an amount of CAD $18,800 repayable in 59
monthly installments of CAD $367.63 including interest and
principal and bears interest at 6.5% per annum (prime plus 3.5% per
annum). The loan is secured by a personal guarantee of a director.
As of May 31, 2020, and 2019, there is a balance due on this loan
of $10,776 and $10,776, respectively. This loan in in
default.
As of May 31, 2020, and 2019, the Company owes $39,991 and $39,991,
respectively, to a third party for a loan that was received during
the quarter ended February 28, 2015. This loan is in default.
As of May 31, 2020, and 2019, the Company owes $20,501 and $20,501,
respectively, to a third party for a loan that was received during
the quarter ended February 28, 2015. This loan is in default.
NOTE 5 - NOTES PAYABLE
On November 3, 2016, the Company received a $25,000 loan from
Securities Compliance Group, Ltd. The note is unsecured, bears no
interest and was due upon the final order of dismissal of the
custodianship. This note is in default.
On May 2, 2019, the Company executed a promissory note with Kim
Southworth in the amount of $14,749. The loan is due either on
demand or within five years and carries an interest rate of 6%,
compounded annually. As of May 31, 2020, and 2019 there is $962 and
$70 of interest accrued on this loan, respectively.
NOTE 6 – RELATED PARTY TRANSACTIONS
As of May 31, 2020 and
2019, the Company had a
payable to a related party for $22,790 and $22,790, respectively,
which is unsecured and due on demand.
In March 2019, the Company
issued 125,000,000 shares of common stock to Marcus Southworth. The
shares were valued at $0.008, the closing stock price on the date
of grant, for total non-cash of $1,000,000.
NOTE 7 – INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry forwards and deferred tax
liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The Company has
evaluated Staff Accounting Bulletin No. 118 regarding the impact of
the decreased tax rates of the Tax Cuts & Jobs Act. Deferred
tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment. The U.S. federal
income tax rate of 21% is being used.
Net deferred tax assets consist of the following components as of
May 31:
| |
|
2020 |
|
|
2019 |
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
NOL Carryover |
|
$ |
21,200 |
|
|
$ |
20,800 |
|
|
Related Party Accruals |
|
|
6,300 |
|
|
|
5,900 |
|
|
Less: valuation allowance |
|
|
(27,500 |
) |
|
|
(26,700 |
) |
|
Net deferred tax asset |
|
$ |
– |
|
|
$ |
– |
|
The income tax provision differs from the amount of income tax
determined by applying the U.S. federal income tax rate to pretax
income from continuing operations for the period ended May 31, due
to the following:
| |
|
2020 |
|
|
2019 |
|
|
Deferred Tax Assets: |
|
|
|
|
|
|
|
|
|
Book Income |
|
$ |
(1,000 |
) |
|
$ |
(211,900 |
) |
|
Related Party Accruals |
|
|
300 |
|
|
|
|
|
| Other
nondeductible expenses |
|
|
210,000 |
|
|
|
|
|
|
Less valuation allowance |
|
|
(700 |
) |
|
|
1,900 |
|
| |
|
$ |
– |
|
|
$ |
– |
|
Due to the change in ownership provisions of the Tax Reform Act of
1986, net operating loss carry forwards for Federal income tax
reporting purposes are subject to annual limitations. Should a
change in ownership occur, net operating loss carry forwards may be
limited as to use in future years.
ASC Topic 740 provides guidance on the accounting for uncertainty
in income taxes recognized in a company’s financial statements.
Topic 740 requires a company to determine whether it is more likely
than not that a tax position will be sustained upon examination
based upon the technical merits of the position. If the
more-likely-than-not threshold is met, a company must measure the
tax position to determine the amount to recognize in the financial
statements.
The Company includes interest and penalties arising from the
underpayment of income taxes in the statements of operations in the
provision for income taxes. As of May 31, 2020, the Company had no
accrued interest or penalties related to uncertain tax
positions.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed
an evaluation of subsequent events through the date that the
financial statements were available to be issued and has determined
that it does not have any material subsequent events to disclose in
these financial statements.
