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 ~~January~~April 3130, 2022

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
4525 W. Reno Avenue, Suite A5 Las Vegas, Nevada		89118
(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 ☐ Smaller reporting company ☒ Accelerated filer ☐ Emerging growth company ☒ Non-~~Accelerated~~accelerated ~~filer~~Filer ☒

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~~April 3130, 2022, the Registrant had 250,524,200 shares of common stock outstanding.

TABLE OF CONTENTS

Item	Description	~~Description~~	Page	~~Page~~
~~PART I - FINANCIAL INFORMATION~~	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	~~FINANCIAL STATEMENTS.~~		3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS.	~~MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS.~~		12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~		14
ITEM 4.	CONTROLS AND PROCEDURES.	~~CONTROLS AND PROCEDURES.~~		14
~~PART II - OTHER INFORMATION~~	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	~~LEGAL PROCEEDINGS.~~		15
ITEM 1A.	RISK FACTORS.	~~RISK FACTORS.~~		15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~		15
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	~~DEFAULT UPON SENIOR SECURITIES.~~		15
ITEM 4.	MINE SAFETY DISCLOSURE.	~~MINE SAFETY DISCLOSURE.~~		15
ITEM 5.	OTHER INFORMATION.	~~OTHER INFORMATION.~~		15
ITEM 6.	EXHIBITS.	~~EXHIBITS.~~		1516

2 Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Balance Sheets – January 31, 2022 (unaudited) and July 31, 2021		4
Condensed Balance Sheets (unaudited) – April 30, 2022 and July 31, 2021	4
Condensed Statements of Operations (unaudited)–Three and Six Months Ended January 31, 2022 and 2021		5
Condensed Statements of Operations (unaudited)– Nine and Three Months Ended April 30, 2022 and 2021	5
Condensed Statements of Shareholder Deficit (unaudited) –Three and Six Months Ended January 31, 2022 and 2021		6
Condensed Statements of Shareholder Deficit (unaudited) – Nine and Three Months Ended April 30, 2022 and 2021	6
Condensed Statements of Cash Flows (unaudited) – Six Months Ended January 31, 2022 and 2021		7
Condensed Statements of Cash Flows (unaudited) – Nine Months Ended April 30, 2022 and 2021	7
Notes to Interim Financial Statements (unaudited)	8	8

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Peregrine Industries, Inc.

Peregrine Industries, Inc.
Balance Sheets
	April 30			July 31
	2022			2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	558,690		$	94,282
Accounts receivable		22,792			26,420
Inventory		784,396			784,374
Prepaid expenses and other current assets		9,797			11,232
Total current assets		1,375,675			916,307

Long term assets
Production equipment - net		8,027			18,419
Land		-			62,307
Patents - cost		259,380			244,007
Production molds - net		-			51,899
Building and building improvemts- net		-			375,469
Right of use asset		34,314			-
Total long term assets		301,721			752,100

Total assets	$	1,677,396		$	1,668,408

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses	$	10,777		$	26,287
Current portion of lease liability		4,575			-
Loan from related party		-			50,000
Total current liabilities		15,352			76,287

Long term liability
Lease liability		29,599			-
Total long term liabilites		29,599			-

Commitments and contingincies
SBA loan		116,700			10,000
		116,700			10,000
Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 authorized; none issued and outstanding as of April 30, 2022 and July 31, 2021
Common stock, $0.0001 par value; 500,000,000 shares authorized; 250,524,200 shares issued and outstandinga s of April 30, 2022 and July 31 2021 respectively
Additional paid in capital		5,891,439			5,891,439
Accumulated deficit		(4,400,746	)		(4,334,370	)
Total stockholders' equity		1,515,745			1,582,121

Total liabilities and stockholders' equity	$	1,677,396		$	1,668,408

Balance Sheets

	January 31,			July 31,
	2022			2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	525,864		$	94,282
Accounts receivable		23,992			26,420
Inventory		784,834			784,374
Prepaid expenses and other current assets		6,201			11,232
Total current assets		1,340,892			916,307
Long term assets
Production equipment - net		11,491			18,419
Land		-			62,307
Patents - cost		251,157			244,007
Production molds - net		12,195			51,899
Building and building improvement- net		-			375,469
Total long term assets		274,843			752,100
Total assets	$	1,615,734		$	1,668,408
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses	$	9,037		$	26,287
Loan from related party		-			50,000
Total current liabilities		9,037			76,287
Commitments and contingencies
SBA Economic Injury Disaster Loan		-			10,000
		-			10,000
Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 authorized; none issued and outstanding as of January 31, 2022 and July 31, 2021		-			-
Common stock, $0.0001 par value; 500,000,000 shares authorized; 250,524,200 shares issued and outstanding as of January 31, 2022 and July 31, 2021 respectively		25,052			25,052
Additional paid in capital		5,891,439			5,891,439
Accumulated deficit		(4,309,793	)		(4,334,370	)
Total stockholders' equity		1,606,698			1,582,121
Total liabilities and stockholders' equity	$	1,615,734		$	1,668,408

(see accompanying notes are an integral part of these unaudited financial statements)

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Peregrine Industries, Inc.

Peregrine Industries, Inc.
Statement of Operations
(unaudited)

	For the Three Months Ended						For the Nine Months Ended
	April 30						April 30
	2022			2021			2022			2021
				(restated)						(restated)

Revenue, net	$	2,944		$	6,348			13,771			54,290

Cost of sales
Product cost		488			1,036			2,035			22,294
Cost of sales		488			1,036			2,035			22,294

Gross profit		2,456			5,312			11,736			31,996

Operating expenses
Amortization and impairment		15,659			23,981			66,693			75,581
General and administrative expenses		26,454			42,719			101,593			83,325
Salary and payroll costs		51,296			13,578			118,030			83,486
Total operating expenses		93,409			80,278			286,317			242,392

Loss from operations		(90,953	)		(74,966	)		(274,580	)		(210,396	)

Other income (expense)
Proceeds on sale of land and buildings in excess of net book value		-			-			198,204			-
Payroll and other grants forgiven		-			-			10,000			21,043
Total other income		-			-			208,204			21,043

Income (Net loss) for the year	$	(90,953	)	$	(74,966	)		(66,376	)		(189,353	)
Basic and diluted income (loss) per share	$	(0.00	)	$	(0.00	)		(0.00	)		(0.00	)

Weighted average shares outstanding
Basic and diluted		250,524,200			250,524,200			250,524,200			250,524,200

Statement of Operations

(unaudited)

	For the Three Months Ended						For the Six Months Ended
	January 31						January 31
	2022			2021			2022			2021
				(restated)						(restated)
Revenue, net	$	4,529		$	6,049		$	10,827		$	47,942
Cost of sales
Product cost		503			1,449			1,546			21,258
Cost of sales		503			1,449			1,546			21,258
Gross profit		4,026			4,600			9,280			26,684
Operating expenses
Amortization and impairment		23,316			92,663			51,034			118,488
General and administrative expenses		39,137			14,386			75,139			40,606
Salary and payroll costs		61,152			3,220			66,734			3,220
Total operating expenses		123,605			110,269			192,908			162,314
Loss from operations		(119,579	)		(105,669	)		(183,627	)		(135,630	)
Other income (expense)
Proceeds on sale of land and buildings in excess of net book value		-			-			198,204			-
Payroll and other grants forgiven		-			10,000			10,000			10,000
Total other income		-			10,000			208,204			10,000
Income (Net loss) for the year	$	(119,579	)	$	(95,669	)	$	24,577		$	(125,630	)
Basic and diluted income (loss) per share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Weighted average shares outstanding
Basic and diluted		250,524,200			250,524,200			250,524,200			250,524,200

(see accompanying notes which are an integral part of these unaudited financial statements)

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Peregrine ~~Industies~~Industries, Inc.

Statements of Stockholders' Equity

For the ~~Six~~Three and ~~Three~~Nine Months Ended ~~January~~April 3130, 2022 and 2021

(unaudited)

	Common Shares			Par Value			Additional ~~Paid~~Paidin in Capital		~~Accumulated Deficit~~AccumulatedDeficit			Total Equity
Balances, October 31, 2021		250,524,200		$	25,052		$	5,891,439	$	(4,190,214	)	$	1,726,277
Balances, January 31, 2022		250,524,200		$	25,052		$	5,891,439	$	(4,309,792	)	$	1,606,699
Income for the three months		-			-			-		(119,579	)		(119,579	)
Loss for the three months		-			-			-		(90,954	)		(90,954	)
Balances, January 31, 2022		250,524,200		$	25,052		$	5,891,439	$	(4,309,793	)	$	1,606,698
Balances, April 30, 2022		250,524,200			25,052		$	5,891,439	$	(4,400,746	)	$	1,515,745
Balance, July 31, 2021		250,524,200		$	25,052		$	5,891,439	$	(4,334,370	)	$	1,582,121
Net income for the six months		-			-			-		24,577			24,577
Net income for the nine months		-			-			-		(66,376	)		(66,376	)
Balances, January 31, 2022		250,524,200		$	25,052		$	5,891,439	$	(4,309,793	)	$	1,606,698
Balances, April 30, 2022		250,524,200		$	25,052		$	5,891,439	$	(4,400,746	)	$	1,515,745
Balances, July 31, 2020		23,002,043		$	2,300		$	599,384	$	(660,510	)	$	(58,826	)
Balances, January 31, 2021		250,524,200		$	25,052		$	5,861,439	$	(4,306,485	)	$	1,580,006
Merger adjustments		-			-			5,259,807		(3,541,048	)		1,718,759
Loss for the three months		-			-			-		(74,966	)		(74,966	)
Balances, April 30, 2021		250,524,200		$	25,052		$	5,861,439	$	(4,381,451	)	$	1,505,040
Balances, July 31. 2020		23,002,043		$	2,300		$	599,384	$	(660,510	)	$	(58,826	)
Merger adjustments		-			-			5,259,807		(3,531,588	)		1,728,219
Common shares returned to treasury		(22,477,843	)		(2,248	)		2,248		-			-
Common shares issued to Mace shareholders		250,000,000			25,000			-		-			25,000
Common shaes issued to Mace shareholders		250,000,000			25,000			-		-			25,000
Loss for the six months		-			-			-		(125,630	)		(125,630	)
Loss for the nine months		-			-			-		(189,353	)		(189,353	)
Balances, January 31, 2021		250,524,200		$	25,052		$	5,861,439	$	(4,327,188	)	$	1,559,303
Balances, April 30, 2021		250,524,200		$	25,052		$	5,861,439	$	(4,381,451	)	$	1,505,040
Balances, October 31, 2020		250,524,200		$	25,052		$	5,861,439	$	(4,231,519	)	$	1,552,121
Income for the three months		-			-			-		95,669			7,182
Balances, January 31, 2021		250,524,200		$	25,052		$	5,861,439	$	(4,327,188	)	$	1,559,303

(see accompanying notes which are an integral part of these unaudited financial statements)

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Peregrine Industries, Inc.

Statements of Cash Flow

(unaudited)

	For the Six Months Ended
	For the Nine Months Ended
	January 31
	April 30
	2022			2021
				(restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	24(66,~~577~~376	)	$	(~~125~~189,~~630~~353	)
Adjustments to reconcile net income (loss) to net cash used in used in operating activities
Gain on asset disposal		437,776			-
Common stock issued for services		-
Gain on loan forgiveness		-			79,982
Common stock issued to founder		-
Expense paid by third party		-			(99	)
Depreciation		4662,~~632~~291			-75,581
Changes in operating assets and liabilities
Decrease in accounts receivable		23,~~427~~627			56,~~613~~812
Increase in inventory		(~~461~~22	)		(54,~~427~~915	)
Decrease in prepaid expenses and other current assets		51,~~031~~435			~~980~~1,007
(Decrease) increase in accounts payable and accrued expenses		(1715,~~250~~510	)		1,~~676~~074
Cash provided by (used in) operating activities		498,732			(122,788	)
Operating lease liabilities		(140	)		-
Cash provided by (used in) operating activities		423,081			(29,911	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used for acquisition of equipment		-			(2,000	)
Cash used to acquire patents		(715,~~150~~373	)		(4330,~~450~~898	)
Cash used to acquire molds		-			(3912,~~600~~000	)
Cash used in investing activities		(715,~~150~~373	)		(8144,~~050~~898	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds form SBA Payroll Protection Plan		~~(10~~106,~~000~~700	)		-
Repayment of related party loan		(50,000	)		-
Cash flows provided by financing activities		~~(60~~56,~~000~~700	)		-
NET (DECREASE) INCREASE IN CASH		~~431~~464,~~582~~408			(4174,~~738~~810	)
Cash at beginning of period		94,282			105,286
Cash at end of period	$	~~525~~558,~~864~~690		$	6330,~~548~~476

(see accompanying notes which are an integral part of these unaudited financial statements)

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Peregrine Industries, Inc.

Notes to Financial Statements

For the Nine Months Ended April 30, 2022

(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.

On ~~September~~July 330, 2021, through our wholly owned subsidiary Mace Merger, Corp., Mace, Corporation was merged into our Company, through the issuance to each shareholders of one share of Peregrine, Industries for each four share of Mace, Corporation which they held. A total of 250,000,000 were issued. The 22,477,843 shares held, ~~by the new management,~~ per the above paragraph, were returned to the Company for cancelation.

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, 2021 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on November 18, 2021. 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, 2021, filed on November 18, 2021, as reported in the Company’s Form 10K, have been omitted.

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Peregrine Industries, Inc.

Notes to Financial Statements

For the Nine Months Ended April 30, 2022

(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.

Cash, ~~Land~~Held ~~and~~in ~~Building~~Escrow

On October 28, 2021, Mace Corporation completed the sale of its land and building, located at 9171 W Flamingo Rd., Las Vegas, Nevada. Net proceeds of $632,629, resulting from the sale price of $679,000, were held in escrow and received by the Company on November 2, 2021.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. Accounts receivable as of ~~January~~April 3130, 2022, and July 31, 2021 were $2322,~~992~~792 and $26,420, respectively. An allowance for doubtful accounts will be provided for those accounts receivable considered to be uncollectable based on historical experience and management’s evaluation of outstanding accounts receivable at the end of the period. Management has reviewed the current accounts receivable and has concluded that no allowance was necessary as of ~~January~~April 3130, 2022 and July 31, 2021. Bad debts will be written off against the allowance when identified.

Inventory

As at ~~January~~April 3130, 2022 and July 31, 2021, respectively, the Company had $784,~~834~~396 and $784,374 worth of inventory, stated at the lower of cost or market, valued on an average cost basis. The inventory is reviewed at least quarterly and adjusted for and discrepancies. Managements’ evaluation was that there was no impairment required on ~~January~~April 3130, 2022 or on July 31, 2021.

Production Molds

The building of production molds is outsourced to specialists and is recorded at the total cost to acquire each. The molds are built to specifications that include the number of parts anticipated to be produced. The cost of the mold is depreciated on a straight line basis over 5 years. Cost of repairs and maintenance will be expensed as incurred. The value of each mold is reviewed quarterly and will be impaired, when necessary, based on managements’ valuation of the molds continuing viability. Depreciation of $~~346~~359,~~845~~040 has been recorded through ~~January~~April 3130, 2022. $1912,~~852~~195 was recorded for the three months ended ~~January~~April 3130, 2022 compared to $1317,~~014~~352 for the three months ended ~~January~~April 3130, 2021.

Patents

Patent costs consist of the legal fees paid to prepare, file and process the patent applications. Patents will be amortized, utilizing the straight line method, over the useful life of the patent and will be reviewed quarterly to determine if impairment is required. Research and development are not included in the cost of patents, and, are expensed as incurred. Management determined that patent assets should be impaired by $66,888 for the year ended July 31, 2021. Mace ~~paid~~acquired $715,~~150~~373 in patent fees during the ~~six~~9 months ended ~~January~~April 3130, 2022 compared to 23$30,~~438~~898.32 during the same ~~six~~9 months last year.

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Peregrine Industries, Inc.

Notes to Financial Statements

For the Nine Months Ended April 30, 2022

(unaudited)

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). This pronouncement requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use (“ROU”) asset on the balance sheet. The Company adopted ASU 2016-02, along with related clarifications and improvements, as of April 30, 2022.

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.

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~~2021, 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 ~~January~~April 3130, 2022, 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 $4,~~309~~400,~~793~~747 and $4,334,370 as of ~~January~~April 3130, 2022 and July 31, 2021, respectively, and has insufficient working capital to meet operating needs for the next twelvemonths, all of which raise substantial doubt about the Company’s ability to continue as a going concern. During the ~~six~~9 months ended ~~January~~April 3130, 2022, the Company recorded ~~income~~a loss of $2466,~~577~~376, which included profit of $198,204 derived from the sale of its building, plus $10,000 from debt forgiveness, compared to a net loss of $~~125~~189,~~630~~353 for the ~~six~~9 months ended ~~January~~April 3130, 2021. 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.

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Peregrine Industries, Inc.

Notes to Financial Statements

For the Nine Months Ended April 30, 2022

(unaudited)

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.

NOTE 4 – RELATED PARTY TRANSACTIONS:

On May 17, 2021, a related party loaned the Company $50,000 non-interest bearing, unsecured and without repayment terms. The loan was repaid on November 8, 2021.

The four controlling shareholders, as a condition of the Merger Agreement, returned, for cancellation, their 22,477,843 common restricted shares to the Company.

NOTE 5 – STOCKHOLDERS’ DEFICIT:

Common Stock

The articles of incorporation authorize the issuance of 500,000,000 shares of common stock, par value $0.0001. All issued shares of common stock are entitled to one vote per share of common stock. Effective July 31, 2021, the Company issued 250,000,000 common restricted shares to the Mace shareholders to acquire 100% of the Mace Corporation. The Company’s controlling shareholders, simultaneously, returned, for cancellation, their 22,477,843 common shares.

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 –- ~~PAYCHECK~~COMMITMENTS ~~PROTECTION~~AND ~~PROGRAM~~CONTINGIES;

On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which includes provision for a Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”). The PPP allows qualifying businesses to borrow up to $10 million calculated based on qualifying payroll costs. The loan is guaranteed by the federal government, and does not require collateral. On May 4, 2020, the Company accepted a Bank of America PPP Loan, in the amount of $76,061. The PPP Loan matures on April 30, 2022 and bears interest at a rate of 1.0% per annum, unless forgiven. Monthly amortized principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan funds were received on May 4, 2020. The PPP Loan contains events of default and other provisions customary for a loan of this type. The PPP provides that (1) the use of PPP Loan amount shall be limited to certain qualifying expenses, (2) 100 percent of the principal amount of the loan is guaranteed by the SBA and (3) an amount up to the full principal amount may qualify for loan forgiveness in accordance with the terms of CARES. On February 10, 2021 the Company accepted a second loan, under the same program, in the amount of $79,982. The Company expects to use the full proceeds of the PPP loans in accordance with the provisions of CARES. Both loans were forgiven during the year ended July 31, 2021.Leases

Prior to April 1, 2022, our office was located in 9171 W Flamingo Rd, Las Vegas. We sold the property on October 28, 2021 and subsequently signed a lease agreement for the same building for approximately 8 months from October 28, 2021 to June 30, 2022. No ASC Topic 842 was implemented under this agreement since it’s under 1 year. Effective April 1, 2022, we moved to 4525 W Reno Avenue, Las Vegas under a 24-month rental agreement covering April 1, 2022 through March 31, 2024, with an initial monthly rental rate of $1,525 in first year increasing to a monthly rate of $1,600 in second year. At April 30, 2022, in accordance with ASC Topic 842, we recognized a right of use (“ROU”) asset of $34,314 and an operating lease liability of $34,174, of which $4,575 was classified as a current liability and $29,599 as non-current liability at April 30, 2022. The lease liability is determined by discounting the future lease payments under the lease terms and applying a 5% per annum discount rate to determine the current lease liability.

U.S. Small Business Administration Loan and Agreement

On February 19, 2022 the U.S. Small Business Administration authorized a secured loan, in the amount of $116,800, to Mace Corporation. The loan balance, bearing interest of 3.75%, with payments of $602 per month beginning 24 months after the aforementioned date, will be due and payable in 30 years.

NOTE 7 – SUBSEQUENT EVENTS:

Subsequent to ~~January~~April 3130, 2022 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 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.

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On July 30, 2021, through our wholly owned subsidiary Mace Merger, Corp., Mace, Corporation was merged into our Company, through the issuance to each shareholders of one share of Peregrine, Industries for each four share of Mace, Corporation which they held. A total of 250,000,000 were issued. The 22,477,843 shares held per the above paragraph were returned to the Company for cancelation.

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~~12 ~~accompanying~~Table ~~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, 2022 of $4,309,793 compared to $4,334,370 on July 31, 2021. These factors raise substantial doubts about the Company’s ability to continue as a going concern.”Contents

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, 2022 of $4,400,747 compared to $4,334,370 on July 31, 2021. 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 ~~six~~9 month ~~periods~~period ended ~~January~~April 3130, 2022 as compared to the ~~six~~9 month period ended ~~January~~April 3130, 2021.

Our management acquired control during the three months ended September 30, 2017 and had not generated any revenue previous to the merger on ~~July~~October 31, 2021. During the ~~six~~nine months ended ~~January~~April 3130, 2022, Mace generated revenue, of $1013,~~827~~771 from the sale of its baby products compared to $4754,~~942~~290 during the ~~six~~nine months ended ~~January~~April 3130, 2021. During the same period gross margin for the ~~six~~nine months ended ~~January~~April 3130, 2022 was $911,~~280~~736 compared to $2631,~~684~~996 for the ~~six~~nine months ended ~~January~~April 3130, ~~2022~~2021. Overhead during the same ~~six~~nine month periods was $~~192~~274,~~908~~580 and $~~159~~210,~~496~~396 respectively. The land and building occupied by the ~~Company’s~~Companies administrative offices was sold on October 30, 2021 for $679,000 resulting in a cash receipt $632,629 on November 1, 2021 and ~~proceeds~~a inprofit ~~excess~~ of ~~book value of~~ $198,204.

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Liquidity and Capital Resources

On ~~January~~April 3130, 2022, we had $~~525~~558,~~864~~690 cash on hand, of which included $632,629 ~~resulted~~received ~~from~~on ~~the~~November ~~sale~~1, of2021 ~~the~~as ~~Company’s~~proceeds ~~land~~from ~~and~~the ~~building~~sale ~~and~~of ~~received~~the ~~on November 1~~building, ~~2021~~ compared to cash on hand of $94,282 at July 31, 2021.

In addition to the land and building sale proceeds the Company currently will satisfy its cash requirements for the next 12 months through borrowings from its controlling shareholders.

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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 ~~January~~April 3130, 2022, 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 ~~January~~April 3130, 2022. 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, 2022.

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.

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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 1, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2021, 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.

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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.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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.
Date: March 21, 2022	By:	/s/ Miaohong Hanson
		Miaohong Hanson
		Chief Executive Officer and Chairman (Principal Executive Officer)

PEREGRINE INDUSTRIES INC.

16By: /s/ Miaohong Hanson Miaohong Hanson Chief Executive Officer and Chairman (Principal Executive Officer)

Date: June 14, 2022

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