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, 2023

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.)

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 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, 2023 the Registrant, PGID, had ~~251~~252,024,200 shares of common stock outstanding.

TABLE OF CONTENTS

Item	Description	Page	~~Page~~
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.		3	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS.		4	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.		5	15
ITEM 4.	CONTROLS AND PROCEDURES.		5	15
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.		6	16
ITEM 1A.	RISK FACTORS.		6	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.		6	16
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.		6	16
ITEM 4.	MINE SAFETY DISCLOSURE.		6	16
ITEM 5.	OTHER INFORMATION.		6	16
ITEM 6.	EXHIBITS.		7	17

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Balance Sheets (unaudited) – January 31, 2023 and (audited) July 31, 2022		4
Condensed Balance Sheets (unaudited) – April 30, 2023 and (audited) July 31, 2022		F-1
Condensed Statements of Operations (unaudited)– Three and Six Months Ended January 31, 2023 and 2022		5
Condensed Statements of Operations (unaudited)– Three and Nine Months Ended April 30, 2023 and 2022		F-2
Condensed Statements of Shareholder Equity (unaudited) –Three and Six Months Ended January 31, 2023 and 2022		6
Condensed Statements of Shareholder Equity (unaudited) –Three and Nine Months Ended April 30, 2023 and 2022		F-3
Condensed Statements of Cash Flows (unaudited) – Six Months Ended January 31, 2023 and 2022		7
Condensed Statements of Cash Flows (unaudited) – Nine Months Ended April 30, 2023 and 2022		F-4
Notes to Interim Financial Statements (unaudited)		8F-5

Table of Contents

Peregrine Industries, Inc.
Balance Sheets
(unaudited)
	January 31			July 31
	April 30			July 31
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	~~478~~438,~~144~~898		$	572,972
Accounts receivable		1917,~~384~~992			22,654
Inventory		~~736~~601,~~004~~689			784,294
Prepaid expenses and other current assets		87,~~485~~128			13,181
Total current assets		1,~~242~~065,~~018~~707			1,393,101
Long term assets
Production equipment - net		-			4,563
Patents - cost		~~265~~260,~~821~~644			262,731
Right of use asset		1916,~~779~~824			30,023
Total long term assets		~~285~~277,~~600~~468			297,317
Total assets	$	1,~~527~~343,~~618~~175		$	1,690,419
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses	$	1011,~~390~~327		$	11,122
Current portion of lease liability		1917,~~050~~236			19,113
Total current liabilities		2928,~~440~~563			30,235
Long term liability
Lease liability		~~2,609~~-			11,061
Total long term liabilities		2,609			11,061
Total long term liabilites		-			11,061
Commitments and contingencies
Commitments and contingincies
SBA loan		116,700			116,700
		116,700			116,700
Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 authorized; none issued and outstanding as of January 31, 2023 and July 31, 2022					-
Preferred stock, $0.0001 par value; 5,000,000 authorized;
Common stock, $0.0001 par value; 500,000,000 shares authorized; 252,024,200 shares issued and outstanding as of January 31, 2023 and 251,024,221 as of July 31, 2022		25,202			25,102
none issued and outstanding as of April 30, 2023 and July 31, 2022		-			-
Common stock, $0.0001 par value; 500,000,000 shares authorized; 252,024,200
shares issued and outstanding as of April 30, 2023 and 251,024,221
as of July 31, 2022		25,202			25,102
Additional paid in capital		5,951,289			5,941,389
Accumulated deficit		(4,~~597~~778,~~622~~578	)		(4,434,068	)
Total stockholders' equity		1,~~378~~197,~~869~~913			1,532,423
Total liabilities and stockholders' equity	$	1,~~527~~343,~~618~~175		$	1,690,419
(see accompanying notes which are an integral part of these unaudited financial statements)

4F-1 Table of Contents

Peregrine Industries, Inc.
Statement of Operations
(unaudited)
	For the Three Months Ended						For the Six Months Ended
	For the Three Months EndedApril 30						For the Nine Months EndedApril 30
	January 31						January 31
	2023			2022			2023			2022
Revenue, net	$	4,~~124~~106		$	42,~~529~~944		$	812,~~077~~183		$	1013,~~827~~771
		4,124		4,529				8,077			10,827
		4,106			2,944			12,183			13,771
Cost of sales
Product cost		~~453~~1,638			~~503~~488			12,~~330~~968			12,~~546~~035
Cost of sales		~~453~~1,638			~~503~~488			12,~~330~~968			12,~~546~~035
Gross profit		32,~~672~~467			42,~~026~~456			69,~~747~~214			911,~~280~~736
Operating expenses
Amortization and inventory impairment		4129,~~563~~506			2315,~~316~~659			51185,~~919~~151			5166,~~034~~693
General and administrative expenses		2433,~~232~~320			3926,~~137~~454			76109,~~462~~781			75101,~~139~~593
Salary and payroll costs		1920,~~509~~597			6151,~~152~~296			3858,~~195~~792			66118,~~734~~030
Total operating expenses		48183,~~304~~423			~~123~~93,~~605~~409			~~166~~353,~~575~~724			~~192~~286,~~908~~316
Loss from operations		(44180,~~633~~956	)		(~~119~~90,~~579~~953	)		(~~159~~344,~~828~~509	)		(~~183~~274,~~627~~580	)
Other income (expense)
Proceeds on sale of land and buildings in excess of net book value		-			-			-			198,204
Proceeds on sale of land and buildings
Patent impairment		-			-			(3,725	)		-
in exess of net book value		-			-			-			198,204
Payroll and other grants forgiven		-			-			-			10,000
Total other income		-			-			~~(3,725~~-	)		208,204
(Net loss) income for the year	$	(44,633	)	$	(119,579	)	$	(163,553	)	$	24,577
Net loss for the nine months	$	(180,956	)	$	(90,953	)	$	(344,509	)	$	(66,376	)
Basic and diluted income (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		~~251~~252,~~480~~024,~~722~~200			250,524,200			251,~~252~~504,~~461~~053			250,524,200
(see accompanying notes which are an integral part of these unaudited financial statements)

5F-2 Table of Contents

Peregrine Industries, Inc.
Statements of Stockholders' Equity
For the Six and Three Months Ended January 2023 and 2022
For the Nine and Three Months Ended April 30, 2023 and 2022
(unaudited)
	CommonShares		Par Value		Additional ~~Paidin~~Paid in Capital		AccumulatedDeficit			Total Equity
Balances, July 31. 2022		251,024,200	$	25,102	$	5,941,389	$	(4,434,068	)	$	1,532,423
Common shares issued for cash		1,000,000		100		9,900		-			10,000
Loss for the Six months		-		-		-		(163,553	)		(163,553	)
Loss for the Nine months		-		-		-		(344,509	)		(344,509	)
Balances, April 30, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,778,578	)	$	1,197,913
Balances, January 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869
Balances, October 31, 2022		251,024,200	$	25,102	$	5,941,389	$	(4,552,989	)	$	1,413,502
Loss for the three months		-		-		-		(180,956	)		(180,956	)
Common shares issued for cash		1,000,000		100	9,900			-			10,000
Balances, April 30, 2023		252,024,200		25,202		5,951,289		(4,778,578	)		1,197,913
Loss for the three months		-		-		-		(44,633	)		(44,633	)
Balances, January 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869
Balances, July 31, 2021		250,524,200	$	25,052	$	5,891,439	$	(4,334,370	)	$	1,582,121
Income for the six months		-		-		-		24,577			24,577
Loss for the nine months		-		-		-		(66,376	)		(66,376	)
Balances, April 30, 2022		250,524,200	$	25,052	$	5,891,439	$	(4,400,746	)	$	1,515,745
Balances, January 31, 2022		250,524,200	$	25,052	$	5,891,439	$	(4,309,793	)	$	1,606,698
Balances, October 31, 2021		250,524,200	$	25,052	$	5,891,439	$	(4,190,214	)	$	1,726,277
Loss for the three months		-		-		-		(90,953	)		(90,953	)
Loss for the three months		-		-		-		(119,579	)		(119,579	)
Balances, April 30, 2022		250,524,200	$	25,052	$	5,891,439	$	(4,400,746	)	$	1,515,745
Balances, January 31, 2022		250,524,200	$	25,052	$	5,891,439	$	(4,309,793	)	$	1,606,698
(see accompanying notes which are an integral part of these unaudited financial statements)

6F-3 Table of Contents

Peregrine Industries, Inc.
Statements of Cash Flow
(unaudited)
	For the Six Months Ended
	For the Nine Months Ended
	January 31
	April 30
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(~~163~~344,~~553~~509	)		24(66,~~577~~376	)
Adjustments to reconcile net income (loss) to
Inventory impairment		47182,~~356~~415			-
Impairment of patents		3,725			-
Patent impairment		13,656
net cash used in used in operating activities
Gain on asset disposal		-			437,776
Depreciation		4,~~563~~562			4662,~~632~~291
Changes in operating assets and liabilities
Decrease (increase) in inventory		~~933~~190			(~~461~~22	)
Decrease in accounts receivable		34,~~269~~661			23,~~427~~627
(Decrease) increase in prepaid expenses and other current assets		46,~~696~~053			51,~~031~~435
(Decrease) increase in accounts payable and accrued expenses		~~(731~~206	)		(1715,~~250~~510	)
Operating lease liabilities		~~1,729~~261			(140	)
Cash provided by (used in) operating activities		(98132,~~013~~506	)		~~498~~423,~~732~~081
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used to acquire patents		(611,~~815~~568	)		(715,~~150~~373	)
Cash used in investing activities		(611,~~815~~568	)		(715,~~150~~373	)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common shares for cash		10,000			-
Proceeds form SBA Payroll Protection Plan		-			~~(10~~106,~~000~~700	)
Repayment of related party loan		-			(50,000	)
Cash flows provided by financing activities		10,000			~~(60~~56,~~000~~700	)
NET (DECREASE) INCREASE IN CASH		(94134,~~828~~074	)		~~431~~464,~~582~~408
Cash at beginning of period		572,972			94,282
Cash at end of period	$	~~478~~438,~~144~~898			~~525~~558,~~864~~690
(see accompanying notes which are an integral part of these unaudited financial statements)

7F-4 Table of Contents

Peregrine, Industries, Inc.

Notes to Financial Statements

For the ~~Six~~Nine Months Ended ~~January~~April 3130, 2023

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 3, 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, 2022, filed on October 31, 2022, as reported in the Company’s Form 10K, have been omitted.

8F-5 Table of Contents

Peregrine, Industries, Inc.

Notes to Financial Statements

For the ~~Six~~Nine Months Ended ~~January~~April 3130, 2023

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 and Building

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, 2023, and July 31, 2022 were $1917,~~384~~992 and $22,654, 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 ~~January31~~April 30, 2023 and July 31, 2022. Bad debts, when identified, will be written off against the allowance ~~when identified~~. .

Inventory

As at ~~January~~April 3130, 2023 and July 31, 2022, respectively, the Company had $~~736~~601,~~004~~689 and $784,294 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 discrepancies ~~and value~~. Managements’ evaluation was that impairment of $47,356 was required on October 31, 2022~~. No~~, ~~additional~~and ~~impairment~~an ~~was~~additional ~~required~~$135,059 ~~for~~during the ~~quarter~~three months ended ~~January~~April 3130, 2023 ~~nor on July 31, 2022~~.

Production Molds

~~Patents~~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 $359,040 has been recorded through January 31, 2023. Because the molds were totally depreciated no depreciation was recorded for the nine months ended April 30, 2023 compared to $66,691 for the nine months ended April 30, 2022.

~~Patent~~F-6 ~~costs~~Table ~~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 costs are not included in the cost of patents, and, are expensed as incurred. Our company paid $3,090 new patent fees during the six months ended January 31, 2023 compared to $7,149 during the same six months last year. During the six months ended January 31, 2023, the Company reviewed and fully impaired patents with an original cost of $3,725.Contents

9Peregrine, ~~Table~~Industries, ~~of Contents~~Inc.

Peregrine Industries, Inc.

Notes to Financial Statements

For the ~~Six~~Nine Months Ended ~~January~~April 3130, 2023

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 costs are not included in the cost of patents, and, are expensed as incurred. Our company paid $3,288 new patent fees during the nine months ended April 30, 2023 compared to $8,223 during the same nine months last year. During the nine months ended April 30, 2023, the Company reviewed and fully impaired patents with an original cost of $11,568.

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.

Income taxes

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

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

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

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

The Company classifies tax-related penalties and net interest as income tax expense. As of ~~January~~April 3130, 2023, no income tax expense has been incurred.

~~NOTE~~F-7 3Table –of ~~GOING CONCERN:~~Contents

~~The Company's financial statements have been prepared on a going concern basis~~Peregrine, 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 $4Industries,~~597,622~~ ~~and $4,434,068 as of January 31, 2023, and July 31, 2022, respectively~~Inc. During the six months ended January 31, 2023, the Company recorded a loss of $163,553, which included an inventory valuation write down of $47,356, compared to a profit for the six months ended January 31, 2022 of $24,577 which included profit of $198,204 derived from the sale of its building, plus $10,000 from debt forgiveness.

10 Table of Contents

Peregrine Industries, Inc.

Notes to Financial Statements

For the ~~Six~~Nine Months Ended ~~January~~April 3130, 2023

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 $4,778,578 and $4,434,069 as of April 30, 2023, and July 31, 2022, respectively. During the nine months ended April 30, 2023, the Company recorded a loss of $344,509, which included an inventory valuation write down of $182,415, compared to a net loss for the nine months ended April 30, 2022 of $66,691 which included profit of $198,204 derived from the sale of its building, plus $10,000 from debt forgiveness.

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 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.

During December 2022, the Company sold 1,000,000 of its common restricted shares, for $10,000 cash, or $0.01 per share.

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.

11F-8 Table of Contents

Peregrine, Industries, Inc.

Notes to Financial Statements

For the ~~Six~~Nine Months Ended ~~January~~April 3130, 2023

NOTE 6 – COMMITMENTS AND CONTINGIES

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 the first year increasing to a monthly rate of $1,600 in second year. At ~~January~~April 3130, 2023, in accordance with ASC Topic 842, we recognized a right of use (“ROU”) asset of $1916,~~779~~824 and an operating lease liability of $2117,~~659, of which $19,050 was classified as a current liability and $2,609 as non-current liability~~236.. 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,~~700~~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 ~~March~~April 730, 2023 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.

12F-9 Table of Contents

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.

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.

134 Table of 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 ~~January~~April 3130, 2023 of $4,~~597~~778,~~622~~578 compared to $4,434,068 on July 31, 2022.

Results of Operations during the 69 month period ended ~~January~~April 3130, 2023 as compared to the 69 month period ended ~~January~~April 3130, 2022.

Our management acquired control during the three months ended September 30, 2017 and had not generated any revenue previous to the merger on October 31, 2021. During the ~~six~~nine months ended ~~January~~April 3130, 2023, Mace generated revenue, of $812,~~077~~183 from the sale of its baby products compared to $1013,~~827~~771 during the ~~six~~nine months ended ~~January~~April 3130, 2022. During the same period gross margin for the ~~six~~nine months ended ~~January~~April 3130, 2023 was $69,~~747~~214 compared to $911,~~280~~736 for the ~~six~~nine months ended ~~January~~April 3130, 2022. Overhead during the same ~~six~~nine month period was $~~166~~353,~~575~~724, which included an inventory impairment of $47182,~~356~~415 and patent impairment of $11,568 compared to $~~192~~274,~~808~~580 for the previous year’s ~~six~~nine months. The land and building occupied by the Companies administrative offices was sold on October 30, 2021 for $679,000 resulting in a cash receipt $632,629 on November 1, 2021 and a profit of $198,204.

14Liquidity ~~Table~~and ofCapital ~~Contents~~Resources

~~Liquidity~~On ~~and~~April ~~Capital~~30, ~~Resources~~2023 we had $438,898 cash on hand, compared to cash on hand of $572,972 at July 31, 2022, both of which included $632,629 received on November 1, 2021 as proceeds from the sale of the building.

OnITEM ~~January~~3. ~~31,~~QUANTITATIVE ~~2023~~AND weQUALITATIVE ~~had~~DISCLOSURES ~~$478,144~~ABOUT ~~cash~~MARKET onRISK ~~hand, compared to cash on hand of $572,972 at July 31, 2022, both of which included $632,629 received on November 1, 2021 as proceeds from the sale of the building.~~

~~ITEM~~We 3.have ~~QUANTITATIVE~~not ~~AND~~entered ~~QUALITATIVE~~into, ~~DISCLOSURES~~and ~~ABOUT~~do ~~MARKET~~not ~~RISK~~expect to enter into, financial instruments for trading or hedging purposes.

WeITEM ~~have~~4. ~~not~~CONTROLS ~~entered~~AND ~~into,~~PROCEDURES ~~and do not expect to enter into, financial instruments for trading or hedging purposes.~~

~~ITEM~~Evaluation 4.of ~~CONTROLS~~disclosure ~~AND~~controls ~~PROCEDURES~~and procedures.

~~Evaluation~~As of April 30, 2023 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, 2023. 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, 2023.

AsChanges of January 31, 2023 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~~internal ~~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 31, 2023. 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, 2023.

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

~~During~~5 ~~the~~Table ~~quarterly~~of 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.Contents

15PART ~~Table~~II of- ~~Contents~~OTHER INFORMATION

~~PART~~ITEM II1. -LEGAL ~~OTHER~~PROCEEDINGS ~~INFORMATION~~

~~ITEM 1~~None. ~~LEGAL PROCEEDINGS~~

~~None~~ITEM 1A. RISK FACTORS

~~ITEM~~In 1Aaddition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, “Item 1. ~~RISK~~Description ~~FACTORS~~of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2022 which could materially affect our business, financial condition or future results.

InITEM ~~addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, “Item 1~~2. ~~Description~~UNREGISTERED ofSALES ~~Business,~~OF ~~subheading~~EQUITY ~~Risk~~SECURITIES ~~Factors”~~AND inUSE ~~our~~OF ~~Annual~~PROCEEDS ~~Report on Form 10-K for the year ended July 31, 2022 which could materially affect our business, financial condition or future results.~~

~~ITEM 2~~None. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

~~None~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~ITEM 3~~None. ~~DEFAULTS UPON SENIOR SECURITIES~~

~~None~~ITEM 4. MINE SAFETY DISCLOSURE

~~ITEM 4~~None. ~~MINE SAFETY DISCLOSURE~~

~~None~~ITEM 5. OTHER INFORMATION

~~ITEM 5~~None. ~~OTHER INFORMATION~~

~~None.~~6 Table of Contents

16ITEM ~~Table~~6. ofEXHIBITS ~~Contents~~

~~ITEM~~(a) 6The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. ~~EXHIBITS~~Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

(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).

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).

Table of Contents

17Pursuant ~~Table~~to the requirements of ~~Contents~~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.

~~Pursuant~~PEREGRINE toINDUSTRIES ~~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~~INC.

~~PEREGRINE~~By: ~~INDUSTRIES~~/s/ ~~INC.~~Miaohong Hanson Miaohong Hanson Chief Executive Officer and Chairman (Principal Executive Officer)

ByDate: ~~/s/~~June ~~Miaohong~~5, ~~Hanson Miaohong Hanson Chief Executive Officer and Chairman (Principal Executive Officer)~~2023

~~Date: March 15, 2023~~8

Filing Compare · PEREGRINE INDUSTRIES INC