UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10K
_________________________________

ý   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the year ended July 31, 2020

 

Commission File No.: 0-27511

Peregrine Industries Inc.
(Exact Name Of Registrant As Specified In Its Charter)

Florida 65-0611007
(State of Incorporation) (I.R.S. Employer Identification No.)
   

9171 W. Flamingo Rd.

Las Vegas, NV

89147
(Address of Principal Executive Offices) (ZIP Code)
   
Registrant's Telephone Number, Including Area Code: (702) 888-1798
 
Securities Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.0001

Indicate if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x



Indicate if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨



On January 31, 2020, the aggregate market value of the voting common equity held by non-affiliates was approximately $354,547 based on the last sales price of the Registrant’s common stock on January 31, 2020. On July 31, 2020 the Registrant had 23,002,063 shares of common stock outstanding.

Indicate whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.

Large accelerated filer ¨ Accelerated filer ¨ Non-Accelerated filer x Smaller reporting company x
 Emerging growth company x      

 

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. x    

Indicate whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

  1  
 

 

TABLE OF CONTENTS

Item    Description Page
 
PART I
 
ITEM 1.    DESCRIPTION OF BUSINESS 3
ITEM 1A.    RISK FACTORS RELATED TO OUR BUSINESS 4
ITEM 1B.    UNRESOLVED STAFF COMMENTS 4
ITEM 2.    DESCRIPTION OF PROPERTY 4
ITEM 3.    LEGAL PROCEEDINGS 5
ITEM 4.    MINE SAFETY DISCLOSURES 5
 
PART II
 
ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 5
ITEM 6.    SELECTED FINANCIAL DATA 6
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF    OPERATION 6
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 7
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 8
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL    DISCLOSURE 19
ITEM 9A.    CONTROLS AND PROCEDURES 19
ITEM 9B.    OTHER INFORMATION 21
 
PART III
 
ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE 22
ITEM 11.    EXECUTIVE COMPENSATION 23
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED  SHAREHOLDER MATTERS 23
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 25
ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES 25
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 26
     

 

 

 

  

  2  
 

PART I

ITEM 1. DESCRIPTION OF BUSINESS 

Some of the statements contained in this Form 10-K of Peregrine Industries, Inc. (hereinafter the "Company", "We" or the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this registration statement, forward-looking statements are generally identified by the words such as "anticipate", "plan", "believe", "expect", "estimate", and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company's securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Important factors that may cause actual results to differ from projections include, for example:

- the success or failure of management's efforts to implement the Registrant's plan of operation;
- the ability of the Registrant to fund its operating expenses;
- the ability of the Registrant to compete with other companies that have a similar plan of operation;
- the effect of changing economic conditions impacting our plan of operation;
- the ability of the Registrant to meet the other risks as may be described in future filings with the SEC.

 

Organizational History and General Background of the Registrant

The Company was incorporated in Florida in 1995 for the purpose of designing and manufacturing heat pump pool heaters, residential air conditioners and parallel flow coils for the heating, ventilation and air conditioning industry. In June 2002, the Registrant and its subsidiaries filed a petition for bankruptcy in the U.S. Bankruptcy Court for the Southern District of Florida. The Company emerged from bankruptcy in March 2004 free and clear of all liens, claims and obligations. On July 17, 2017, Peregrine Industries, Inc., (the "Registrant") issued a total of 22,477,843 or 97.7% of the issued common restricted shares of the Registrant's common stock, par value $0.0001 (the "Shares") to Dolomite Holdings Ltd., organized under the laws of the State of Israel and the corporate parent and principal shareholder of the Registrant ("Dolomite"). The Shares were issued upon the conversion by Dolomite, effective July 14, 2017, of principal and accrued interest owed by the Registrant to Dolomite evidenced by convertible notes and other short-term debt in the aggregate amount of $443,718, representing all of the liabilities of the Registrant at its fiscal year-ended June 30, 2017. The fair value of the shares was deemed to be the carrying value of the principal and accrued interest, $443,718. Dolomite was a related party therefore the settlement had no gain or loss. The issuance of the Shares was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act") and Regulation S promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"). . Effective July 21, 2017, Dolomite sold, transferred and assigned the total of 22,477,843 restricted shares of the Registrant's common stock, to four persons, none of whom were affiliated with the Registrant or with Dolomite. The 22,477,843 Shares represented in excess of 97% of the Registrant's total issued and outstanding Shares at July 21, 2017, resulting in a change of control of the Company.

The new management has developed a business plan which they anticipate implementing within the current fiscal year.

  3  
 

Recent Developments

On June 12, 2017, the Board of Directors of the Registrant appointed Mr. Zohar Shpitz as Chief Financial Officer (CFO) of the Registrant. Mr. Shpitz was appointed as CFO in connection with the resignation of Mr. Ofer Naveh as the Registrant's CFO, effective June 19, 2017. On July 21, 2017 all of the aforementioned resigned as directors, and officers, where appropriate, after appointing the following directors and officers: Miaohong Hanson, director and chief executive officer; John C. Hanson, director and vice president, finance (now resigned from all officer and director positions); Donghai Shi, director and executive vice president; Ronaldo Panida, director; Lili Fan, Secretary; and Ting Wang executive assistant. John Hanson, subsequently, resigned effective May 1, 2019 from all positions.

 

Business Objectives of the Registrant

The Registrant has no present operations, but, the new management has a business plan which it intends to pursue during the coming fiscal year. The Company has selected a target business on which to concentrate and plans to implement a business combination, unless Management determines that such transaction is not in the best interests of the Company and its shareholders. Accordingly, there is no basis for investors in the Company's common stock to evaluate the possible merits or risks of the target business or the particular industry in which it operates. To the extent we effect a business combination with a company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of an early stage or potential emerging growth company.

 

Employees

 

Because the Company, presently, has no operations we currently have no employees. The officers perform any duties necessary for corporate maintenance. Our CEO performs all duties related to the operations of this business. We also plan to utilize additional independent contractors on a part-time/as needed basis.

 

Item 1A. Risk Factors

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

 

Item 1B. Unresolved Staff Comments

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

ITEM 2. DESCRIPTION OF PROPERTIES 

The Registrant's corporate office is located at 9171 W Flamingo Rd. Las Vegas, NV. The office facilities consist of approximately 3,000 square feet of executive office space and are shared with the related party acquisition target. The Registrant believes that the office facilities are sufficient for the foreseeable future and this arrangement will remain until we consummate the business combination. The Companies are related through a commonality of officers and directors. Because of the lack of activity in the Registrant, its affairs did not require the use of either personnel or space and the parties agreed that a rental charge was not appropriate.

  4  
 

ITEM 3. LEGAL PROCEEDING 

None.

ITEM 4. MINE SAFETY DISCLOSURES 

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTER 

(a) Market Price Information

Our common stock is currently quoted on the OTCQB under the symbol PGID, an inter-dealer automated quotation system for equity securities not included on The NASDAQ Stock Market. Quotation of the Company's securities on the OTCQB limits the liquidity and price of the Company's common stock more than if the Company's shares of common stock were listed on The NASDAQ Stock Market or a national exchange. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

    FISCAL YEAR ENDED JULY 31
    2020   2019
    HI   LOW   HI   LOW
                 
  October 31     $ 0.75     $ 0.75     $ 1.00     $ 1.00  
  January 31       0.51       0.51       1.00       1.00  
  April 30       0.20       0.20       0.30       0.30  
  July 31       0.26       0.26       0.31       0.31  

 

(b) As of July 31, 2020, our shares of common stock were held by approximately 60 stockholders of record. The Company's transfer agent is VStock Transfer, LLC. 

(c) Dividends

We currently do not pay cash dividends on our common stock and have no plans to reinstate a dividend on our common stock.

(d) Sale of Unregistered Securities

  5  
 

On July 17, 2017, Peregrine Industries, Inc., issued a total of 22,477,843 of its restricted common shares, par value $0.0001, to Dolomite Holdings Ltd., the corporate parent and principal shareholder of the Registrant, at that time. The Shares were issued upon the conversion by Dolomite, effective July 14, 2017, of principal and accrued interest owed by the Registrant to Dolomite evidenced by convertible notes and other short-term debt in the aggregate amount of $443,718, representing all of the liabilities of the Registrant at its fiscal year-ended June 30, 2017. The fair value of the shares is determined to be the carrying value of the principal and accrued interest of $443,718 since Dolomite was related party. Therefore the settlement didn’t have any gain or loss.

The issuance of the Shares was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended and Regulation S promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

Effective July 21, 2017, Dolomite sold, transferred and assigned a total of 22,477,843 restricted shares of the Registrant's common stock, par value $0.0001 that it acquired upon the conversion of all liabilities owed by the Registrant to Dolomite, to four persons, none of whom were affiliated with the Registrant or with Dolomite. The 22,477,843 Shares represented in excess of 97% of the Registrant's total issued and outstanding Shares at July 21, 2017, resulting in a change of control of the Company.

(e) Equity Compensation Plans

We have no equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA 

N.A.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATION 

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Recent Developments.

On July 21, 2017, the entire board of directors resigned, as directors and officers, after appointing the following directors and officers: Miaohong Hanson, director and chief executive officer; John C. Hanson, director and vice president, finance; Donghai Shi, director and executive vice president; Ronaldo Panida, director; Lili Fan, Secretary; and Ting Wang executive assistant. John Hanson, subsequently, resigned from all positions as of May 1, 2019.

Results of Operations during the year ended July 31, 2020 as compared to the year ended July 31, 2019

  6  
 

We have not generated any revenues during the years ended July 31, 2020 and 2019. We have operating expenses related to general and administrative expenses being a public company and interest expenses. We recorded $50.00 of administrative costs, paid for by a related party, during the one month ended July 31, 2019 and net losses of $14,097 and $20,092 for the years ended July 31, 2020 and 2019.

Liquidity and Capital Resources

On July 31, 2020 and July 31, 2019 we had $3,000 cash on hand and had a current liability payable to a related party of $54,176 and $40,079 respectively.

During the year ended July 31, 2020 a related party paid $14,097 to third party vendors and $20,092 for the year ended July 31, 2019, plus $50 for the one month ended July 31, 2019, for the cost of administering the public company. We had a negative cash flow from operations of $14,097 and $20,092 during the years ended June 30, 2020 and 2019, respectively. We financed our negative cash flow from operations during the year ended July 31, 2020 and 2019 through advances of $14,097 and $20,092 made by the related party, who paid vendors directly.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its majority shareholders or a related party and believes it can satisfy its cash requirements so long as it is able to obtain financing from its controlling shareholders. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes.

The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditor has issued a qualified audit opinion for the years ended July 31, 2020 and 2019, with an explanatory paragraph on going concern.

Off-Balance Sheet Arrangements

As of July 31, 2020 and 2019, we did not have any off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of July 31, 2020 and 2019, we did not have any contractual obligations.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the years ended July 31, 2020 and 2019, and are included elsewhere in this registration statement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

  7  
 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

Report of Independent Registered Public Accounting Firm 9
Financial Statements for the years Ended July 31, 2020 and 2019  
   Balance Sheets 10
   Statements of Operations 11
   Statement of Stockholders' Deficit 12
   Statements of Cash Flows 13
Notes to Financial Statements 14

 

 

 

 

 

 

 

 

  8  
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the shareholders and the board of directors of Peregrine Industries, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Peregrine Industries, Inc. (the "Company") as of July 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, shareholders' equity, 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 July 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.

 

Going Concern Uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred significant operating losses since inception and has a working capital deficit which raises 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.

 

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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.

 

 

/s/ BF Borgers CPA PC                    

 

We have served as the Company's auditor since 2020.

Lakewood, CO

October 28, 2020 

  9  
 
Peregrine Industries, Inc.
Balance Sheets
      July 31       July 31
      2020       2019
               
ASSETS              
               
Current assets              
Bank   $ 3,000     $ 3,000
Total current assets     3,000       3,000
               
Total assets   $ 3,000     $ 3,000
               
Liabilities and Stockholders' Deficit              
               
Current liabilities              
Loan - related party   $ 54,176     $ 40,079
Total current liabilities     54,176       40,079
               
Commitments and contingencies              
               
Stockholders' deficit              
Preferred stock, $0.0001 par value;  5,000,000  authorized;              
none issued and outstanding as of  July 31, 2020 and July 31, 2019     —        

Common stock, $0.0001 par value; 100,000,000  authorized;

23,002,043; issued and outstanding as of

July 31, 2020 and July 31, 2019, respectively

    2,300       2,300  
Additional paid-in capital     599,384       599,384
Accumulated deficit     (652,860 )     (638,763)
Total stockholders' deficit     (51,176 )     (37,079)
               
Total liabilities and stockholders' deficit   $ 3,000     $ 3,000
               
(see accompanying notes to financial statements)

  

  10  
 

 

Peregrine Industries, Inc.
Statements of Operations
      For the  
      Years Ended  
      July 31  
      2020       2019  
                 
Operating expenses                
General and administrative   $ 14,097     $ 20,092  
                 
Total operating expenses     14,097       20,092  
                 
Net operating loss     (14,097 )     (20,092 )
                 
Net loss for the year   $ (14,097 )   $ (20,092 )
                 
Basic and diluted net loss per common share   $ (0.00 )   $ (0.00 )
                 
Weighted average common shares outstanding     23,002,243       23,002,243  
Basic and diluted                
                 
(see accompanying notes to financial statements)

 

  11  
 

 

Peregrine Industries, Inc.
Statement of  Stockholders' Deficit
For the Years Ended July 31, 2020 and 2019
                                         
       Common                Additional Paid        Accumulated        Stockholders'  
       Shares        Par        In Capital        Deficit        Deficit  
                                         
Balance as of July 31, 2019     23,002,043     $ 2,300     $ 599,384     $ (618,671 )   $ (16,987 )
                                         
Loss for the year     —         —         —         (20,092 )     (20,092 )
                                         
Balance as of July 31, 2019     23,002,043     $ 2,300     $ 599,384     $ (638,763 )   $ (37,079 )
                                         
Loss for the year     —         —         —         (14,097 )     (14,097 )
                                         
Balance as of July 31, 2020     23,002,043     $ 2,300     $ 599,384     $ (652,860 )   $ (51,176 )
                                         
(see accompanying notes to financial statements)

 

 

  12  
 

 

 

Peregrine Industries, Inc.
Statements of Cash Flows

 

      For the Years Ended  
      July 31  
      2020       2019  
Cash flows from operating activities:                
Net loss   $ (14,097 )   $ (20,092 )
Cash flows used in operating activities     (14,097 )     (20,092 )
                 
Cash flows from financing activities                
Proceeds from related party loan     14,097       20,092  
Cash generated by financing activities     14,097       20,092  
                 
Change in cash:     —         —    
                 
Cash - beginning of period     3,000       3,000  
Cash - end of period   $ 3,000     $ 3,000  
                 
Supplementary information                
Cash paid during the period for:                
Interest   $ —       $ —    
Income taxes   $ —       $ —    
                 
(see accompanying notes to financial statements)

  

  13  
 

PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Years Ended July 31, 2020 and 2019

 

NOTE 1 - ORGANIZATION AND OPERATIONS:

Peregrine Industries, Inc. (the "Company") was formed on October 1, 1995 for the purpose of manufacturing residential pool heaters. The Company was formerly located in Deerfield Beach, Florida. Products were primarily sold throughout the United States, Canada, and Brazil. In June 2002, the Registrant and its subsidiaries filed a petition for bankruptcy in the U.S. Bankruptcy Court for the Southern District of Florida. At present, the Company has no business operations and is deemed to be a shell company. The Company had a change in control on July 8, 2013 as a result of the sale by our former principal shareholders, Richard Rubin, Thomas J. Craft, Jr. and Ivo Heiden, of their 324,000 shares of common stock, representing approximately 61.8% of the Company's outstanding common stock, to Dolomite Industries Ltd ("Dolomite"). In connection with the private sale of their shares of common stock to Dolomite on July 2, 2013, Messrs. Rubin and Heiden agreed to waive a total of $224,196 in liabilities owed to them at June 30, 2013. In connection with the change of control transaction, two former principal shareholders transferred and assigned all $195,000 of their two convertible notes to three unaffiliated third parties and one affiliated party. See also note 3. On June 12, 2017, the Board of Directors of the Registrant appointed Mr. Zohar Shpitz as Chief Financial Officer (CFO) of the Registrant. Mr. Shpitz was appointed as CFO in connection with the resignation of Mr. Ofer Naveh as the Registrant's CFO, effective June 19, 2017. On July 21, 2017, new management acquired, 22,477,843 or 97.7% of the issued common restricted shares. The new management is developing a business plan which they anticipate implementing within the current fiscal year.

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

On December 1, 2017, the Board of Directors of Peregrine Industries (the “Company”) approved a change in the fiscal year end from June 30, to July 31, effective beginning with fiscal year commencing on July 1, 2019. The Company expects to make the fiscal year change on a prospective basis and will not adjust operating results for previous periods. However, the change will impact the prior year comparability of each of the fiscal quarters and annual period in 2020 in future filings. The Company believes this change will provide benefits, including aligning its reporting periods to be consistent with an intended merger with an operating company.

 

Use of Estimates:

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Earnings (loss) per share:

 

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of July 31, 2020 and 2019.

 

  14  
 

PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Years Ended July 31, 2020 and 2019

 

Recently Adopted Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Related Party Transactions

 

We consider all directors, officers and those who own more than 5% shares to be related parties and record any transactions between them and the Company to be related party transactions and disclose such transactions on notes to the financial statements.

Income taxes

 

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of July 31, 2020, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. As of July 31, 2020, no income tax expense has been incurred.

NOTE 3 – GOING CONCERN:

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. The Company has accumulated losses aggregating $652,860 as of July 31, 2020 and $638,763 as of July 31, 2019 and has insufficient working capital to meet operating needs for the next twelve months, all of which raise substantial doubt about the Company's ability to continue as a going concern.

The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

  15  
 

PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Years Ended July 31, 2020 and 2019

 

The Company is taking appropriate action to provide the necessary capital to continue its operations. These steps include, but are not limited to: 1) implementation of new business plan 2) focus on sales to minimize the need for capital at this stage; 3) raising equity financing; 4) continuous focus on reductions in cost where possible.

NOTE 4 – RELATED PARTY TRANSACTIONS:

During the year ended July 31, 2020 Mace Corporation paid a total $14,097 directly to service providers compared to $20,092 for the year ended July 31, 2019. The advances are unsecured, non-interest bearing and do not have stated repayment terms. Total advances though July 31, 2020 total $54,176.

NOTE 5 – STOCKHOLDERS’ DEFICIT:

Common Stock

The articles of incorporation authorize the issuance of 100,000,000 shares of common stock, par value $0.0001. All issued shares of common stock are entitled to one vote per share of common stock. The total outstanding on July 31, 2020 was 23,002,043;

Preferred Stock

The articles of incorporation authorize the issuance of 5,000,000 shares of preferred stock with a par value of $0.0001 per share. None are issued.

 

 

 

 

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PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Years Ended July 31, 2020 and 2019

 

NOTE 6 – RECONCILIATION OF BALANCE SHEETS BETWEEN JUNE 30, 2019 AND JULY 31, 2019:

    July 31   June 30
    2019   2019
Current assets                
Bank   $ 3,000     $ 3,000  
Total current assets     3,000       3,000  
                 
Total assets   $ 3,000     $ 3,000  
                 
Current liabilities                
Loan - related party   $ 40,079     $ 40,029  
Total current liabilities     40,079       40,029  
                 
Commitments and contingencies                
                 
Stockholders' deficit                
Preferred stock, $0.0001 par value;  5,000,000  authorized;                
none issued and outstanding as of April 30, 2020 and July 31, 2019     —         —    
Common stock, $0.0001 par value; 100,000,000 authorized; 23,002,043;                
 issued and outstanding as of April 30, 2020 and July 31, 2019, respectively     2,300       2,300  
Additional paid-in capital     599,384       599,384  
Accumulated deficit     (638,763 )     (638,713 )
Total stockholders' deficit     (37,079 )     (37,029 )
                 
Total liabilities and stockholders' deficit   $ 3,000     $ 3,000  

  17  
 

PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Years Ended July 31, 2020 and 2019

 

NOTE 7 – INCOME TAX:

Of the total net operating loss carryover of $84,080, $20,042 incurred during the year ended June 30, 2019 will expire in 2039. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forward for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forward may be limited as to its use in future years.

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

    July 31
    2020   2019
         
Deferred tax benefit   $ 20,628     $ 17,657  
Valuation allowance     (20,628 )     (17,657 )

 

NOTE 8 – SUBSEQUENT EVENTS:

Subsequent to July 31, 2020 and through the date when this report was completed, the Company has evaluated subsequent events through the date the financial statements were issued and has not identified any reportable events.

 

 

 

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

Item 9A. CONTROLS AND PROCEDURES

Management's Report on Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2020. This evaluation was implemented under the supervision and with the participation of our officers and directors.

Based on this evaluation, management concluded that, as of July 31, 2020 our disclosure controls and procedures are ineffective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Our officers and directors have concluded that our disclosure controls and procedures had the following material weaknesses:

We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. This control deficiency resulted in an audit adjustment to our financial statements, and could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert. The Board of Directors is comprised of four members who also serve as executive officers. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by us; and documentation of all proper accounting procedures is not yet complete. There is a lack of formal documentation of internal control policies and procedures.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:

Engaging consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;

Hiring additional qualified financial personnel;

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Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; and

·Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.

Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants. These initiatives will be subject to our ability to obtain sufficient future financing and subject to our ability to start generating revenue.

Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our officers have assessed the effectiveness of our internal controls over financial reporting as of July 31, 2020. In making this assessment, management used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management concluded that, as of July 31, 2020, our internal control over financial reporting was ineffective.

Management has identified a lack of sufficient personnel in the accounting function due to our limited resources with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles. We are in the process of developing and implementing remediation plans to address our material weaknesses in our internal controls.

Management has identified specific remedial actions to address the material weaknesses described above:

Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issue by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations and/or have raised significant additional working capital; and improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.

  20  
 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

During the year ended July 31, 2020 and the one month ended July 31, 2019 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. OTHER INFORMATION

 None

 

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, AND CORPORATE GOVERNANCE 

The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each:

Miaohong Hanson – Age 54, President and Chief Executive Officer

Dong Hai Shi – Age 55, Executive Vice President

Lili Fan – Age 30, CFO/Secretary/Treasurer

Ronaldo Panida – Age 57, Director

Daniel Slater – Age 26, Director

Jeff Rorick – Age 64, Director

 

Miaohong Hanson, President, CEO and Director. Ms. Miaohong Hanson, age 54 has served as President and CEO of Mace Corporation from December 2015 to present. Miaohong Hanson is Chief Executive Officer of Mace Corporation, Inc. Mrs. Hanson brings a wealth of knowledge in the field of business development, management, and all stages of product line development. She has managed companies in the United States and Asia. Mrs. Hanson is also the Chairwoman of the Board of Directors of Mace Corporation and Peregrine Industries, Inc. Prior to the formation of Mace Corporation, Inc., Mrs. Hanson was Chief Financial Officer and Vice President for J.C. Hanson & Associates, was previously Vice President and Manager of Purchases, Sales, and Customer Service (South China) for  Jiangxi Techmed Inkjet Co. Ltd. Ms. Hanson speaks fluent Chinese and English. Ms. Hanson was selected for the Board of Directors because of her general business experience and management knowledge of United States and Asian markets.

 

Dong Hai Shi, Executive Vice President and Director. Dong Hai Shi, age 55, has served as Executive V.P. of Mace Corporation from December 2015 to present. He also is the founder and chairman Hong Kong WeChat Business E-Commerce Ltd and USA WeChat Business E-Commerce, Inc. He was founder and chairman of Shang Hai Hai Tong Architectural Ltd., Shang Hai Ao Tong Property Management Inc., and Shang Hai Si Tong Construction Ltd. He was the president of his own construction company in Shang Hai from 2005 to 2009. He speaks fluent Chinese and some English. Mr. Shi was selected for the Board of Directors because of his general business experience, knowledge, contacts, and multiple businesses in Asia.

Lili Fan, CFO /Secretary/Treasurer. Lili Fan, age 30, Lili Fan has served as Secretary and Treasurer of Mace Corporation from October 2017 to the present, and has served as Executive Assistant/Office Manager from April 2016 to October 2017. She is a detail-oriented professional who has been consistently praised as efficient by coworkers and management. Over the course of her 10-year career, she has developed a skill set directly relevant to the officer role, including executive support, operations management, and customer service. She has consistently demonstrated communication, teamwork, and management abilities in every aspect of her role at Mace Corporation. She was International Sales Manager/Raw Materials Purchaser of Zhe Jiang Wei Hao Inkjet Technology Co.; Ltd from 2014 to 2016. She is a fluent speaker, reader, and writer of English, Mandarin, and Cantonese. She graduated with a Bachelor of Science degree in Business Administration from W. P. Carey School of Business of Arizona State University.

  22  
 

Ronaldo Panida, Director. Ronaldo Panida, age 57, is presently employed by Wal-Mart Vision Center as a Vision Center Manager. He was previously a District Manager for the Optical Division in Reno, NV, Hawaii and Alaska. Duties were, Operations, Budgeting and Compliance. He attended Leeward College of University of Hawaii major in Liberal Arts. Attended Kenway School of Accounting and received a Diploma as a Fullcharge Accountant in Hawaii. Mr. Panida later became an Optical Technician in Hawaii and received a Refracting Optician Diploma. Mr. Panida is currently a Licensed Optician in both the state of Nevada and the state of Hawaii. He is certified in both American Board of Optician and National Contact Lens Certified. Mr. Panida was selected as a director because of his business experience in a retail environment. 

 

Jeff Rorick, Director. Jeff Rorick, age 64, is an Information Systems professional with extensive experience in Retail Operations. He has been a Chief Information Officer and member of Executive Committee since 2003. His core strength is in Applications Development with expertise in Supply Chain Management, Marketing and Store Systems. His key strengths include planning, team building, communication and decision making. He has maintained excellent relationships with members of senior management and was a key member involved in merger activities in both the grocery and drug sectors. Despite retiring at the end of 2014, he is open to consulting opportunities. He has completed two years of general education with emphasis on Accounting and Information Systems, and attended and sponsored numerous management, leadership and technical training programs.

 

Daniel Slater, Director. Daniel Slater, age 26, has handled a variety of tasks and processes during the almost two years he has been employed at Mace Corporation. Some of those activities include: preparation of stock certificates, managing out-of-office shipments, reviewing board resolutions, and responsibility for sales and reconciliations in the Mace accounting system. Prior to his employment, he has proven himself to be a diligent student, graduating from UNLV with a Bachelor of Science in Business Administration; Accounting degree in 2015, and again from UNLV with a Master of Science in accounting degree in 2017.

Code of Ethics

 

The Corporation has adopted a Code of Ethics that are designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in the Registrant's SEC reports and other public communications. The Code of Ethics promotes compliance with applicable governmental laws, rules and regulations.

 

Section 16(a) Compliance

Section 16(a) of the Securities and Exchange Act of 1934 requires the Registrant's directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Registrant's Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Registrant pursuant to Section 16(a). Based solely on the reports received by the Registrant and on written representations from reporting persons, the Registrant was informed that its officer and director have not filed all reports required under Section 16(a).

 

  23  
 

ITEM 11. EXECUTIVE COMPENSATION 

No executive compensation was paid during the fiscal periods ended July 31, 2020 and 2019. The Registrant has no employment agreement with its Directors.

Executive Employment Agreements

To date, we have not entered into any employment agreements with our executive officers.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

The following table sets forth information regarding the beneficial ownership of our common stock as of July 31, 2020. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group. Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

 

Name of Beneficial Owner       Common Stock Beneficially Owned (1)  

Percentage of Common Stock Beneficially

Owned (1)

             
Dong Hai Shi   ececutive vice president, director     11,014,144       47.88 %
Miahong Hanson   president, c.e.o., director     2,247,784       9.77 %
Ronaldo Panida   director     —         0.00 %
Lili Fan   secretary, treasurer     —         0.00 %
all directors and officers as a group         13,261,928       57.65 %
                     
Edguardo Clores         8,541,580       37.13 %
all directors, officers and 5% shareholders as a group         21,803,508       94.78 %
                     
(1) Applicable percentage ownership is based on 23,002,043 shares of common stock outstanding as of July 31, 2020

  24  
 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

During the last two fiscal years, to the knowledge of the Registrant, there was no person who had or has a direct or indirect material interest in any transaction or proposed transaction to which the Registrant was or is a party. 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

On February 4th, 2020 (the “Engagement Date”), the Company engaged BF Borgers CPA PC (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended July 31, 2020. The decision to engage the new auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors. There were no reportable events or disagreements with KSP Group Inc. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of KSP Group Inc., would have caused the Company to make reference to the subject matter of the disagreement(s) in connection with this report. KSP Group Inc., performed audit and reviews for year ended June 30, 2019.

Principal Accounting Fees

The following table presents the fees for professional audit services rendered by KSP Group, Inc. and BF Borgers CPA PC for the audit of the Registrant's annual financial statements, for the years ended June 30, 2019 and July 31, 2020, respectively, and fees billed for other services rendered by KSP for year ended June 30, 2019 and their successor B F Borgers CPA PC for the year ended July 31, 2020.

    Year Ended
    July 31, 2020   June 30, 2019
Audit fees (1)   $ 7,500     $ 7,000  
Audit-related fees (2)     —         —    
All other fees     —         —    
(1) Audit fees consist of audit and review services, consents and review of documents filed with the SEC.
(2) Audit-related fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues.
                 

  

 

 

 

 

 

 

  25  
 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No. Description
31.1 Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

PEREGRINE INDUSTRIES INC.

By: /s/ Miahong Hanson

President and Chief Executive Officer
Date: October 28, 2020

 

 

 

 

 

  26  

 

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