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 December 31, 2018

  

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	10005
(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). ☒

 

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 January 25, 2019, 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.			10
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.			11
ITEM 4.		CONTROLS AND PROCEDURES.			11
		PART II - OTHER INFORMATION
ITEM 1.		LEGAL PROCEEDINGS.			12
ITEM 1A.		RISK FACTORS.			12
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.			12
ITEM 3.		DEFAULT UPON SENIOR SECURITIES.			12
ITEM 4.		MINE SAFETY DISCLOSURE.			12
ITEM 5.		OTHER INFORMATION.			13
ITEM 6.		EXHIBITS.			14

 

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS 

Balance Sheets – December 31, 2018 (unaudited) and June 30, 2018	4
Statements of Operations – Three and Six Months Ended December 31, 2018 and 2017 (unaudited)	5
Statements of Cash Flows – Six Months Ended December 31 2018 and 2017 (unaudited)	6
Notes to Interim Financial Statements (unaudited)	7

 

Peregrine Industries, Inc.

Balance Sheets

(unaudited)

 

			December 31,				June 30,
			2018				2018
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
Accounts payable		$	—			$	1,024
Loan - related party			31,503				18,963
Total current liabilities			31,503				19,987
Commitments and contingencies			—				—
Stockholders' deficit
Preferred stock, $0.0001 par value;  5,000,000  authorized;
none issued and outstanding as of December 31, and June 30, 2018			—				—
Common stock, $0.0001 par value; 100,000,000  authorized;
23,002,043  issued and outstanding as of December 31, and June 30, 2018			2,300				2,300
Additional paid-in capital			599,384				599,384
Accumulated deficit			(630,187	)			(618,671	)
Total stockholders' deficit			(28,503	)			(16,987	)
Total liabilities and stockholders' deficit		$	3,000			$	3,000
(see accompanying notes to unaudited  financial statements)

 

Peregrine Industries, Inc.

Statements of Operations

(unaudited)

 

			For the Three Months Ended								For the Six Months Ended
			December 31,								December 31,
			2018				2017				2018				2017
Operating expenses
General and administrative		$	11,516			$	4,700			$	11,516			$	4,700
Total operating expenses			11,516				4,700				11,516				4,700
Net operating loss			(11,516	)			(4,700	)			(11,516	)			(4,700	)
Net loss for the period		$	(11,516	)		$	(4,700	)		$	(11,516	)		$	(4,700	)
Basic and diluted net loss per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding
Basic and diluted			23,002,043				23,002,043				23,002,043				21,036,767
(see accompanying notes to unaudited  financial statements)

 

Peregrine Industries, Inc.

Statements of Cash Flows

(unaudited)

 

			For the  Six Months Ended
			December 31,
			2018				2017
Cash flows from operating activities:
Net loss		$	(11,516	)		$	(4,700	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Increase (decrease) in prepaid expenses			—				(1,500	)
Increase (decrease) in accounts payable			(1,024	)			2,200
Cash flows used in operating activities			(12,540	)			(4,000	)
Cash flows form financing activities:
Cash advances from related parties			12,540				4,000
Cash generated by financing activities			12,540				4,000
Change in cash:			—				—
Cash - beginning of period			3,000				—
Cash - end of period		$	3,000			$	—
Supplementary information
Cash paid during the period for:
Interest		$	—			$	—
Income taxes		$	—			$	—
Supplementary disclosure for non cash investing and
financing activities
Common stock issued to liquidate debt		$	—			$	443,800
(see accompanying notes to unaudited  financial statements)

 

PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Six Months Ended December 31, 2018

(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 June 30, 2018 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on November 19, 2018.  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 June 30, 2018, as reported in the Company’s Form 10K, have been omitted.

 

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 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.

PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Six Months Ended December 31, 2018

(unaudited)

 

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. Since adopting "fresh-start" accounting as of September 5, 2002, the Company has accumulated losses aggregating to $630,187 and has insufficient working capital to meet operating needs for the next twelve months, as of December 31, 2018, 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

 

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 $443,718, 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, resulting in a change of control of the Company.

 

During the six and three months ended December 31, 2018 and September 30, 2018 Mace Corporation, a related party paid $11,516 to service providers, compared to $0 paid during the six and three months ended December 31, 2017. The advances were unsecured, non-interest bearing with no stated repayment terms.

 

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.

PEREGRINE INDUSTRIES, INC.

Notes to Financial Statements

For the Six Months Ended December 31, 2018

(unaudited)

 

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.

 

Stock Based Compensation

 

There were no grants of employee or non-employee stock or options in either fiscal period ended June 30, 2018 or 2017.

 

NOTE 6 – CONTINGENCIES AND COMMITMENTS

 

There are no pending or threatened legal proceedings as of December 31, 2018.

 

The Company has no non-cancellable operating leases.

 

 

 

 

 

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 December 31, 2018 of $630,187.

 

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 six and three month period ended December 31, 2018 as compared to the six and three month period ended December 31, 2017

 

Our new management acquired control during the three months ended September 30, 2017 and has not generated any revenue as of December 31, 2018. Because of no business or administrative activity during the six and three months ended December 31, 2018 and during the six and three months ended December 31, 2017, the Company recorded administrative expenses, only. No profit or loss was recorded during the six and three months ended December 31, 2018 or during the six and three months ended December 31, 2017. 

 

Liquidity and Capital Resources

 

On December 31, 2018, we had $3,000 cash on hand, and a loan payable from a related party of $31,503 compared to December 31, 2017, when we had no cash, $1,024 in accounts payable and a loan payable, of $18,963, to a related party.

 

Due to the lack of activity, during the six and three months ended December 31, 2018 and during the six and three months ended December 31, 2017 we required additional cash to cover administrative costs only. During the six months ended December 31. 2018 those costs amounted to $11,516 compared to $4,000 during the six months ended December 31, 2017.

 

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 December 31, 2018, 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 December 31, 2018. 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 June 30, 2019.

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.

 

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 June 30, 2018, 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: January 28, 2019

By: /s/ John Hanson
John Hanson
Chief Financial Officer
(Principal Financial Officer)

Date: January 28, 2019