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

FORM 10-Q
___________________

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

 

For the quarterly period ended April 30, 2021

  

Commission file number: 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

Las Vegas, Nevada

89147
(Address of Principal Executive Offices) (ZIP Code)

 

Registrant's Telephone Number, Including Area Code: (702) 888 1798

 

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  No ¨


 

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

 

Indicate by check mark 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 Smaller reporting company 
      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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

  1  
 

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. 

 

  

On April 30, 2021, the Registrant had 23,002,043 shares of common stock outstanding.

 

 

 

TABLE OF CONTENTS

Item   Description   Page
             
    PART I - FINANCIAL INFORMATION        
             
ITEM 1.   FINANCIAL STATEMENTS.     3  
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS.     11  
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.     12  
ITEM 4.   CONTROLS AND PROCEDURES.     12  
             
    PART II - OTHER INFORMATION        
             
ITEM 1.   LEGAL PROCEEDINGS.     12  
ITEM 1A.   RISK FACTORS.     13  
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.     13  
ITEM 3.   DEFAULT UPON SENIOR SECURITIES.     13  
ITEM 4.   MINE SAFETY DISCLOSURE.     13  
ITEM 5.   OTHER INFORMATION.     13  
ITEM 6.   EXHIBITS.     13  

 

 

 

 

 

 

 

 

  2  
 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS 

Condensed Balance Sheets – April 30, 2021 and July 31, 2020 (unaudited) 4
   
Condensed Statements of Operations – Nine and Three Months Ended April 30, 2021 and 2020 (unaudited) 5
   
Condensed Statements of Shareholder Deficit – Nine and Three Months Ended April 30, 2021 and 2020 (unaudited) 6
   
Condensed Statements of Cash Flows – Nine Months Ended April 30, 2021 and 2020 (unaudited) 7
   
Notes to Interim Financial Statements (unaudited) 8

 

 

 

 

 

 

 

 

 

 

  3  
 
Peregrine Industries, Inc.

Condensed Balance Sheets

(unaudited) 

    April 30   July 31
    2021   2020
         
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   $ 65,655     $ 54,176  
Total current liabilities     65,655       54,176  
                 
Commitments and contingencies     —         —    
                 
Stockholders' deficit                
Preferred stock, $0.0001 par value;  5,000,000 authorized;                
none issued and outstanding as of April 30, 2021 and July 31, 2020, respectively     —         —    
Common stock, $0.0001 par value; 100,000,000  authorized; 23,002,043;                
 issued and outstanding as of April 30, 2021 and July 31, 2020, respectively     2,300       2,300  
Additional paid-in capital     599,384       599,384  
Accumulated deficit     (664,339 )     (652,860 )
Total stockholders' deficit     (62,655 )     (51,176 )
                 
Total liabilities and stockholders' deficit   $ 3,000     $ 3,000  
                 
(see accompanying notes to unaudited condensed  financial statements)

 

 

 

  4  
 
Peregrine Industries, Inc.
Condensed Statements of Operations
(unaudited)
      For the       For the
     

Three Months Ended 

     

Nine  Months Ended 

      April 30       April 30  
      2021       2020       2021       2020  
                                 
Operating expenses                                
General and administrative   $ 1,969     $ 3,805     $ 11,479     $ 12,307  
                                 
Total operating expenses     1,969       3,805       11,479       12,307  
                                 
Net operating loss     (1,969 )     (3,805 )     (11,479 )     (12,307 )
                                 
Net loss for the year   $ (1,969 )   $ (3,805 )   $ (11,479 )   $ (12,307 )
                                 
Basic and diluted net loss per common share   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
Weighted average common shares outstanding     23,002,043       23,002,043       23,002,043       23,002,043  
Basic and diluted                                
                                 
(see accompanying notes to unaudited condensed financial statements)

 

  5  
 
Peregrine Industries, Inc.
 Condensed Statement of Stockholders' Deficit
For the Nine Months ended April 30, 2021 and 2020
(unaudited)
For the Nine Months Ended April 30, 2020
                     
           Common                 Additional Paid         Accumulated         Stockholders'   
           Shares         Par         In Capital         Deficit         Deficit   
                                             
                                             
  Balance as of July 31, 2019       23,002,043     $ 2,300     $ 599,384     $ (638,763 )   $ (37,079 )
  Loss for the nine months ended April 30, 2020       —         —         —         (12,307 )     (12,307 )
                                             
  Balance as of April 30, 2020       23,002,043     $ 2,300     $ 599,384     $ (651,070 )   $ (49,386 )
                                             
For the Nine Months Ended April 30,  2021
                                             
  Balance as of July 31, 2020       23,002,043     $ 2,300     $ 599,384     $ (652,860 )   $ (51,176 )
  Loss for the nine months ended April 30, 2021       —         —         —         (11,479 )     (11,479 )
                                             
  Balances as of  April 30, 2021       23,002,043     $ 2,300     $ 599,384     $ (664,339 )   $ (62,655 )

  

For the Three Months Ended April 30, 2021
                     
  Balances as of January 31 2021       23,002,043     $ 2,300     $ 599,384     $ (662,370 )   $ (60,686 )
                                             
  Loss for the three months ended April 30, 2021       —         —         —         (1,969 )     (1,969 )
                                             
  Balances as of April 30, 2021       23,002,043     $ 2,300     $ 599,384     $ (664,339 )   $ (62,655 )
                                             
For the Three Months Ended April 30,2020
                                             
  Balances as of January 31, 2020       23,002,243     $ 2,300     $ 599,384     $ (647,265 )   $ (45,581 )
  Loss for the three months ended April 30 2020       —         —         —         (3,805 )     (3,805 )
                                             
  Balances as of April 30, 2020       23,002,243     $ 2,300     $ 599,384     $ (651,070 )   $ (49,386 )

 

(see accompanying notes to unaudited condensed financial statements)

  6  
 
Peregrine Industries, Inc.

Condensed Statements of Cash Flows

(unaudited) 

 

 

 

  For the Nine Months  Ended
      April 30
      2021       2020  
Cash flows from operating activities:                
Net loss   $ (11,479 )   $ (12,307 )
Cash flows used in operating activities     (11,479 )     (12,307 )
                 
Cash flows from financing activities                
Proceeds from related party loan     11,479       12,307  
Cash generated by financing activities     11,479       12,307  
                 
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 unaudited condensed financial statements)

 

  7  
 

PEREGRINE INDUSTRIES, INC

Notes to Condensed Financial Statements

For the Nine Months Ended April 30, 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 Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

 

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2020 filed with the Securities and Exchange Commission (“SEC”) on October 29, 2020 (“2020 Form 10-K.”)

 

 

 

 

  8  
 

PEREGRINE INDUSTRIES, INC

Notes to Condensed Financial Statements

For the Nine Months Ended April 30, 2021

(Unaudited)

 

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 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 $664,339 and $651,070 as of April 30, 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 nine months ended April 30, 2021 Mace Corporation paid $11,479 directly to service providers compared to $12,307 for the nine months ended April 30, 2020. The advances are unsecured, non-interest bearing and do not have stated repayment terms. Total advances through April 30, 2021 were $65,655 compared to $52,386 as at April 30, 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. 

  9  
 

PEREGRINE INDUSTRIES, INC

Notes to Condensed Financial Statements

For the Nine Months Ended April 30, 2021

(Unaudited)

 

NOTE 5 – SUBSEQUENT EVENTS:

 

Subsequent to April 30, 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10  
 

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 April 30, 2021 of $664,339. These factors raise 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.

 

Results of Operations during the nine and three month periods ended April 30, 2021 as compared to the nine and three month periods ended April 30, 2020

  11  
 

Our new management acquired control during the three months ended September 30, 2017 and has not generated any revenue as of April 30, 2021. Because of no business nor administrative activity during the nine months and three months ended April 30, 2021 and the nine months and three months ended April 30, 2020, the Company recorded administrative expenses, only, during each of those nine and three month periods.

 

Liquidity and Capital Resources

 

On April 30, 2021, we had $3,000 cash on hand, and a loan payable from a related party of $65,655 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 nine months ended April 30, 2021 and, 2020 we required additional cash, in the amounts of $11,479 and $12,307 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.

 

ITEM 3. 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.

 

ITEM 4. CONTROLS AND PROCEDURES 

 

Evaluation of disclosure controls and procedures.

 

As of April 30, 2021, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective as at April 30, 2021. Management has identified corrective actions for the weakness and will periodically re-evaluate the need to add personnel and implement improved review procedures during the fiscal year ended July 31, 2021.

Changes in internal controls. 

 

During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS 

 

None.

 

  12  
 

ITEM 1A. RISK FACTORS 

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2020, which could materially affect our business, financial condition or future results.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE 

 

None.

 

ITEM 5. OTHER INFORMATION 

 

None.

 

ITEM 6. EXHIBITS 

 

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

 

Exh. 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, the registrant has duly caused this report to be signed on its behalf by the undersigned.

PEREGRINE INDUSTRIES INC.

By: /s/ Miaohong Hanson

Miaohong Hanson

Chief Executive Officer and Chairman
(Principal Executive Officer)

 

Date: June 14, 2021

  13  

 

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