ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets – January 31, 2021 and July 31, 2020 (unaudited)
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4
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Condensed Statements of Operations – Three and Six Months Ended January 31, 2021 and
2020 (unaudited)
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5
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Condensed Statements of Shareholder Deficit – Three and
Six Months Ended January 31, 2021 and 2020 (unaudited)
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6
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Condensed Statements of Cash Flows – Six Months Ended January 31, 2021 and 2020 (unaudited)
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7
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Notes to Interim Financial Statements (unaudited)
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8
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Peregrine Industries, Inc.
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Condensed
Balance Sheets
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(unaudited)
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January 31
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July 31
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2021
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2020
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ASSETS
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Current assets
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Bank
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$
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3,000
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$
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3,000
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Total current assets
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3,000
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3,000
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Total assets
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$
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3,000
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3,000
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Liabilities and Stockholders' Deficit
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Current liabilities
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Loan - related party
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$
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63,686
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$
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54,176
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Total current liabilities
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63,686
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54,716
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Commitments and contingencies
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—
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—
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Stockholders' deficit
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Preferred stock, $0.0001 par value; 5,000,000 authorized;
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none issued and outstanding as of January 31, 2021 and July 31, 2020
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—
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—
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Common stock, $0.0001 par value; 100,000,000 authorized; 23,002,043;
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issued and outstanding as of January 31, 2021 and July 31, 2020, respectively
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2,300
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2,300
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Additional paid-in capital
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599,384
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599,384
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Accumulated deficit
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(662,370
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)
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(652,860)
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Total stockholders' deficit
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(60,686
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(51,176)
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Total liabilities and stockholders' deficit
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$
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3,000
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$
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3,000
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(see accompanying notes
to unaudited financial statements)
Peregrine Industries, Inc.
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Condensed Statements
of Operations
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(unaudited)
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For the
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For the
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Three Months Ended
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Six Months Ended
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January 31
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January 31
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2021
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2020
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2021
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2020
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Operating expenses
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General and administrative
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$
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1,860
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$
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3,225
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$
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9,510
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$
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8,502
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Total operating expenses
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1,860
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3,225
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9,510
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8,502
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Net operating loss
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(1,860
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(3,225
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(9,510
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(8,502
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Net loss
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$
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(1,860
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$
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(3,225
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$
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(9,510
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$
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(8,502
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Basic and diluted net loss per common share
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$
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(0.00
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$
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(0.00
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$
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(0.00
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$
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(0.00
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Weighted average common shares outstanding
Basic and diluted
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23,002,043
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23,002,043
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23,002,043
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23,002,043
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(see accompanying notes
to unaudited financial statements)
Peregrine Industries, Inc.
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Condensed Statement of Stockholders' Deficit
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For
the Six Months ended January 31, 2021 and 2020
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For the Six Months ended January
31, 2021
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Common
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Additional Paid
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Accumulated
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Stockholders'
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Shares
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Par
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In Capital
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Deficit
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Deficit
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Balance as of July 31, 2020
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23,002,043
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$ 2,300
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$ 599,384
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$ (652,860)
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$ (51,176)
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Loss for the six months ended January 31, 2021
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-
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-
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-
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(9,510)
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(9,510)
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Balances as of January 31, 2021
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23,002,043
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$ 2,300
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$ 599,384
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$ (662,370)
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$ (60,686)
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For the Six Months ended January
31, 2020
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Balance as of July 31, 2019
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23,002,043
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$ 2,300
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$ 599,384
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$ (638,763)
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$ (37,079)
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Loss for the six months ended January 31, 2020
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-
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-
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-
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(8,502)
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(8,502)
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Balances as of January 31, 2020
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23,002,043
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$ 2,300
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$ 599,384
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$ (647,265)
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$ (45,581)
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For the Three Months ended January
31, 2021
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Balance as of October 31, 2020
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23,002,043
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$ 2,300
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$ 599,384
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$ (660,510)
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$ (58,826)
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Loss for the three months ended January 31, 2021
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-
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-
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-
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(1,860)
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(1,860)
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Balances as of January 31, 2021
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23,002,043
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$ 2,300
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$ 599,384
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$ (662,370)
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$ (60,686)
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For the Three Months Ended January
31, 2020
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Balances as of October 31, 2019
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23,002,043
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$ 2,300
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$ 599,384
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$ (644,040)
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$ (42,356)
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Loss for the three months ended January 31, 2020
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-
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-
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-
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(3,225)
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(3,225)
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Balances as of January 31, 2020
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23,002,043
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$ 2,300
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$ 599,384
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$ (647,265)
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$ (45,581)
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(see accompanying notes
to unaudited financial statements)
Peregrine Industries, Inc.
Condensed Statements of Cash Flows
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For the Six Months Ended
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January 31
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2021
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2020
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Cash flows from operating activities:
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Net loss
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$
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(9,510
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$
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(8,502
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Cash flows used in operating activities
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(9,510
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(8,502
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Cash flows from financing activities
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Proceeds from related party loan
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9,510
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8,502
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Cash generated by financing activities
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9,510
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8,502
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Change in cash:
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-
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-
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Cash - beginning of period
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3,000
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3,000
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Cash - end of period
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$
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3,000
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$
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3,000
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Supplementary information
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Cash paid during the period for:
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Interest
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$
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-
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$
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-
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Income taxes
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$
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-
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$
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-
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(see accompanying notes
to unaudited financial statements)
PEREGRINE INDUSTRIES, INC
Notes to Condensed Financial
Statements
For the Six Months Ended January 31, 2021
(Unaudited)
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 accompanying
unaudited interim financial statements of Peregrine Industries, Inc. have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read
in conjunction with the audited financial statements and notes thereto for the period ended July 31, 2020 contained in the Company’s
Form 10K originally filed with the Securities and Exchange Commission on October 29, 2020. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results
of operations for the interim period presented have been reflected herein. The results of operations for the interim period
are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial statements for the period ended July 31, 2020, as reported
in the Company’s Form 10K, have been omitted.
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.
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.
NOTE 3 – GOING CONCERN:
The Company's condensed 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 $662,370 and $647,265 as of January 31, 2021 and 2020 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. 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 six months ended January 31, 2021
Mace Corporation paid $9,510 directly to service providers compared to $8,502 for the six months ended January 31, 2020. The advances
are unsecured, non-interest bearing and do not have stated repayment terms. Total advances though January 31, 2021 were $63,686
compared to $54,176 for the six months ended January 31, 2020.
On October 31, 2019 Lili Fan was elected to
fill the position of CFO, recently vacated by the resignation of John Hanson, who resigned from all officer and director positions
he had held. At the same meeting Jeff Rorick and Daniel Slater were elected to the Board of Directors.
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. None have been issued since July 21, 2017.
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.
NOTE 6 – SUBSEQUENT EVENTS:
Subsequent to January 31, 2021 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
Some of the statements contained in this quarterly
report 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.
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 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. 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 $443,800, representing all of the liabilities of the Registrant at its fiscal year-ended June 30, 2017. 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, on which date the Registrant had one remaining liability of $1,024.
Overview
Although our activities have been related to
seeking new business opportunities, new management is developing a business plan, based on the manufacture and sale of products,
in addition to those possessed by the target acquisition, designed for use by babies, which it intends to implement within the
current fiscal year.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets
and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged in a variety
of activities, including developing its business plan. As a result, the Company incurred accumulated net losses through January
31, 2021 of $662,370. These factors raised substantial doubts about the Company’s ability to continue as a going concern.
In addition, the Company’s development
activities since inception have been financially sustained through loans from related parties.
The ability of the Company to continue as a going concern
is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately,
the achievement of significant operating revenues. The ability of the Company to continue as a going concern is dependent upon
its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement
of significant operating revenues.
Results of Operations during the six month
period ended January 31, 2021 as compared to the six month period ended January 31, 2020
Our new management acquired control during
the three months ended September 30, 2017 and has not generated any revenue as of January 31, 2021. Because of no business nor
administrative activity during the six months ended January 31, 2021 and the six months ended January 31, 2020, the Company recorded
administrative expenses, only.
Liquidity and Capital Resources
On January 31, 2021, we had $3,000 cash on
hand, and a loan payable from a related party of $63,686 compared to July 31, 2020, when we had $3,000 cash, and a loan payable,
of $54,176, to a related party.
Due to the lack of activity, during the six
months ended January 31, 2021 and, 2020 we required additional cash, in the amounts of $9,510 and $8,502 respectively to cover
administrative costs.
The Company currently plans to satisfy its
cash requirements for the next 12 months through borrowings from its controlling shareholders 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.