Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 30, 2024

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 A2-A4 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 April 30, 2024 the Registrant, PGID, had 252,184,221 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.	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	5
ITEM 4.	CONTROLS AND PROCEDURES.	5

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	6
ITEM 1A.	RISK FACTORS.	6
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	6
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	6
ITEM 4.	MINE SAFETY DISCLOSURE.	6
ITEM 5.	OTHER INFORMATION.	6
ITEM 6.	EXHIBITS.	7

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Balance Sheets (unaudited) – April 30, 2024 and (unaudited) July 31, 2023		F-1

Condensed Statements of Operations (unaudited)– Nine and Three Months Ended April 30, 2024 and 2023		F-2

Condensed Statements of Shareholder Equity (unaudited) –Nine and Three Months April 30, 2024 and 2023		F-3

Condensed Statements of Cash Flows (unaudited) – Nine Months Ended April 30, 2024 and 2023		F-4

Notes to Interim Financial Statements (unaudited)		F-5

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Peregrine Industries, Inc.
Balance Sheets
(unaudited)
	April 30			July 31
	2024			2023

Assets
Current assets
Cash and cash equivalents	$	258,136		$	397,465
Accounts receivable - net		-			18,116
Inventory		600,371			601,105
Prepaid expenses and other current assets		3,442			4,248
Total current assets		861,949			1,020,934

Long term assets
Patents - cost		268,976			262,007
Right of use asset		-			12,314
Total long term assets		268,976			274,321

Total assets	$	1,130,925		$	1,295,255

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses		6,438		$	2,604
Current portion of lease liability		-			12,614
Current portion of long term loan		-			3,612
Total current liabilities		6,438			18,830

Long term liabilities
SBA loan		126,204			113,088
Total long term liabilities		126,204			113,088

Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 authorized; none issued and outstanding as of April 30, 2024 and July 31, 2023 , respectively		-			-
Common stock, $0.0001 par value; 500,000,000 shares authorized; 252,184,221 shares issued and outstanding as of April 30, 2024 and 252,124,221 July 31, 2023		25,218			25,212
Additional paid in capital		5,975,273			5,966,279
Accumulated deficit		(5,002,208	)		(4,828,154	)
Total stockholders' equity		998,283			1,163,337

Total liabilities and stockholders' equity	$	1,130,925		$	1,295,255

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

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Peregrine Industries, Inc.
Statements of Operations
(unaudited)

	For the Three Months Ended						For the Nine Months Ended
	April 30						April 30
	2024			2023			2024			2023
				(restated)						(restated)
Revenue, net	$	2,616		$	1,706		$	11,055		$	12,183
Revenues		2,616			1,706			11,055			12,183

Cost of sales		194			1,638			1,099			2,968
Cost of sales		194			1,638			1,099			2,968

Gross profit		2,422			68			9,956			9,215

Operating expenses
Amortization and inventory impairment		-			129,507			-			185,151
General and administrative expenses		41,907			30,919			113,367			109,781
Salary and payroll costs		31,194			20,597			70,644			58,792
Total operating expenses		73,100			181,023			184,010			353,724

Loss from operations		(70,678	)		(180,955	)		(174,054	)		(344,509	)

Net loss for the three and nine months	$	(70,678	)	$	(180,955	)	$	(174,054	)	$	(344,509	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)		(0.00	)

Weighted average shares outstanding
Basic and diluted		252,152,867			252,024,200			291,700,553			251,504,053

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

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Peregrine Industries, Inc.
Statements of Stockholders' Equity
For the Nine and Three Months Ended April 30, 2024 and 2023
(unaudited)

	Common Shares		Par Value		Additional Paid in Capital		Accumulated Deficit			Total Equity

Balances, July 31, 2023		252,124,221	$	25,212	$	5,966,279	$	(4,828,154	)	$	1,163,337
Net loss for the nine months		-		-		-		(174,054	)		(174,054	)
Common shares issued for services		60,000		6		8,994		-			9,000
Balances, April 30, 2024		252,184,221	$	25,218	$	5,975,273	$	(5,002,208	)	$	998,283

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
Net 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, 2024		252,124,221	$	25,212	$	5,966,279	$	(4,931,530	)	$	1,059,960
Net loss for the three months								(70,678	)		(70,678	)
Common shares issued for services		60,000		6		8,994		-			9,000
Balances, April 30, 2024		252,184,221	$	25,218	$	5,975,273	$	(5,002,208	)	$	998,283

Balances, Janusry 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869
Net loss for the three months		-		-		-		(180,956	)		(180,956	)
Balances, April 30, 2023		252,024,200		25,202		5,951,289		(4,778,578	)		1,197,913

(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 Nine Months Ended
	April 30
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(174,054	)	$	(163,553	)
Adjustments to reconcile net loss to cash used in operating activities
Common shares issued for services		9,000			-
Inventory impairment		-			47,356
Patent impairment		-			3,725
Depreciation		-			4,563
Changes in operating assets and liabilities
Decrease in inventory		734			933
Decrease in accounts receivable		18,116			3,269
Increase in prepaid expenses and other current assets		806			4,696
Increase (decrease) in accounts payable and accrued expenses		3,834			(731	)
(Decrease) increase in operating lease liabilities		(300	)		1,729
Cash used in operating activities		(141,864	)		(98,013	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of patents		(6,970	)		(6,815	)
Cash used in investing activities		(6,970	)		(6,815	)

CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common shares for cash		-			10,000
Cash provided from financing activities		-			10,000

NET DECREASE IN CASH		(148,833	)		(94,828	)
Cash at beginning of period		397,465			572,972
Cash at end of period	$	258,136		$	478,144

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

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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 shares 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

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)and the rules and regulations of the Securities and Exchange Commission(“SEC”), and should be read in conjunction with the audited financial statements and notes thereto for the year ended July 31, 2023 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on October 27, 2023. 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 this 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, 2023 as reported in the Company’s Form 10K, have been omitted.

Use of Estimates:

The preparation of financial statements in conformity with U.S. 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.

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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 April 30, 2024, and July 31, 2023 were $0.00 and $18,116, respectively. An allowance for doubtful accounts has been 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 an allowance of $15,192 was appropriate as of April, 30 2024. Bad debts, when identified, will be written off against the allowance.

Revenue Recognition

The Company recognizes revenue from the sale of its products designed for infants. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers ("ASC 606"), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. At April 30, 2024, the Company did not have a concentration of customers; there are no accounts receivable that resulted from sales recorded for the nine months ended on April 30, 2024 and July 31, 2023, respectively.

There are no contracts or performance obligations with any customer.

Inventory

As at April 30, 2024 and July 31, 2023, respectively, the Company had $600,371 and $601,105 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. Managements’ evaluation was that impairment of $47,356 was required on October 31, 2022, and an additional $134,315 during the three months ended April 30, 2023. No additional impairment was deemed necessary at April 30, 2024.

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.. The production molds were fully depreciated at April 30, 2024 compared to depreciation of$4,563 for the nine months ended April 30, 2023.

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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 are 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. Patent costs at April 30, 2024 and July 31, 2023 were$268,976 and $262,007, respectively. There was $0 and $11,568 impairment of patents for the nine months ended April 30, 2024 and April 30, 2023, respectively.

Income taxes

The Company accounts for 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 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 April 30, 2024, 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. For the nine months ended April 30, 2024 no income tax expense has been incurred. The Company has adopted ASC 326: Measurement of Credit Losses on Financial Instruments ("ASC 326"). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL") methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, such as accounts receivable. The adoption did not have a martial impact on the Company's financial statements.

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 $5,002,208 and $4,828,154 as of April 30, 2024, and July 31, 2023, respectively. During the nine months ended April 30, 2024, the Company recorded a loss of $184,010 compared to a net loss of $353,724 for the nine months ended April 30, 2023. 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 a 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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NOTE 4 – COMMITMENTS AND CONTINGIES

Leases

The Company leased office space under a long-term operating lease from a third party through March 31, 2024. Monthly rent during the nine months ended April 30, 2024 was $1,600 per month. Subsequent to the maturity of that lease the Company entered into an agreement, with a related party, to share their office space, at no cost to Peregrine.

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. The SBA has extended the commencement of payments until August 1, 2024.

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 and also issued, for compensation, 100,000 common restricted shares recorded at a cost of $0.15 per share.

On March 18, 2024 the Company issued, to a service provider, 60,000 common restricted shares, recorded at an average cost of $0.15 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.

NOTE 6 – SUBSEQUENT EVENTS:

Subsequent to April 30, 2024 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.

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 its 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.

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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, 2024 of $5,002,208 compared to $4,828,154 on July 31, 2023.

Results of Operations during the 9 month period ended April 30, 2024 as compared to the 9 month period ended April 30, 2023.

During the nine months ended, April 30, 2024, the Company generated revenue, of $11,055 from the sale of its baby products compared to $12,183 during the nine months ended April 30, 2023. During the same period, gross margin for the nine months ended April 30, 2024 was $9,956 compared to $9,215 for the nine months ended April 30, 2023. Overhead during the same nine month period was $184,010, compared to $353,724 which included $185,151 inventory and patent impairment net of $8,833 inventory recovery during for the previous year’s 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.

Liquidity and Capital Resources

On April 30, 2024 we had $258,136 cash on hand, compared to cash on hand of $397,465 at July 31, 2023, both of which included $632,629 received on November 1, 2021 as proceeds from the sale of the building.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

As of April 30, 2024 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, 2024. 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, 2024.

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, 2023 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).

Table of Contents

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

Date: July 25, 2024

nullnullnullnull

Cover	9 Months Ended
Cover	Apr. 30, 2024 shares
Cover [Abstract]
Entity Registrant Name	PEREGRINE INDUSTRIES, INC.
Entity Central Index Key	0001061164
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Apr. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding	252,184,221
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-27511
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	65-0611007
Entity Address Address Line 1	4525 W. Reno Avenue
Entity Address Address Line 2	Suite A2-A4
Entity Address City Or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89118
City Area Code	702
Local Phone Number	888 1798

Balance Sheets - USD ($)	Apr. 30, 2024	Jul. 31, 2023
Current assets
Cash and cash equivalents	$ 258,136	$ 397,465
Accounts receivable - net	0	18,116
Inventory	600,371	601,105
Prepaid expenses and other current assets	3,442	4,248
Total current assets	861,949	1,020,934
Long term assets
Patents - cost	268,976	262,007
Right of use asset	0	12,314
Total long term assets	268,976	274,321
Total assets	1,130,925	1,295,255
Current liabilities
Accounts payable and accrued expenses	6,438	2,604
Current portion of lease liability	0	12,614
Current portion of long term loan	0	3,612
Total current liabilities	6,438	18,830
Long term liabilities
SBA loan	126,204	113,088
Total long term liabilities	126,204	113,088
Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 authorized; none issued and outstanding as of April 30, 2024 and July 31, 2023 , respectively	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized; 252,184,221 shares issued and outstanding as of January 31, 2024 and 252,124,221 July 31, 2023	25,218	25,212
Additional paid in capital	5,975,273	5,966,279
Accumulated deficit	(5,002,208)	(4,828,154)
Total stockholders' equity	998,283	1,163,337
Total liabilities and stockholders' equity	$ 1,130,925	$ 1,295,255

Balance Sheets (Parenthetical) - $ / shares	Apr. 30, 2024	Jul. 31, 2023
Balance Sheets
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	252,184,221	252,124,221
Common stock, shares outstanding	252,184,221	252,124,221

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statements of Operations (Unaudited) - USD ($)	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023
Statements of Operations (Unaudited)
Revenue, net	$ 2,616	$ 1,706	$ 11,055	$ 12,183
Revenues	2,616	1,706	11,055	12,183
Cost of sales	194	1,638	1,099	2,968
Cost of sales	194	1,638	1,099	2,968
Gross profit	2,422	68	9,956	9,215
Operating expenses
Amortization and inventory impairment	0	129,507	0	185,151
General and administrative expenses	41,907	30,919	113,367	109,781
Salary and payroll costs	31,194	20,597	70,644	58,792
Total operating expenses	73,100	181,023	184,010	353,724
Loss from operations	(70,678)	(180,955)	(174,054)	(344,509)
Net loss for the three and nine months	$ (70,678)	$ (180,955)	$ (174,054)	$ (344,509)
Basic and diluted loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average shares outstanding
Basic and diluted	252,152,867	252,024,200	291,700,553	251,504,053

Statements of Stockholders' Equity (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Jul. 31, 2022		251,024,200
Balance, amount at Jul. 31, 2022	$ 1,532,423	$ 25,102	$ 5,941,389	$ (4,434,068)
Common shares issued for cash, shares		1,000,000
Common shares issued for cash, amount	10,000	$ 100	9,900	0
Net loss for the nine months	(344,509)	$ 0	0	(344,509)
Balance, shares at Apr. 30, 2023		252,024,200
Balance, amount at Apr. 30, 2023	1,197,913	$ 25,202	5,951,289	(4,778,578)
Balance, shares at Jan. 31, 2023		252,024,200
Balance, amount at Jan. 31, 2023	1,378,869	$ 25,202	5,951,289	(4,597,622)
Net loss for the nine months	(180,956)	$ 0	0	(180,956)
Balance, shares at Apr. 30, 2023		252,024,200
Balance, amount at Apr. 30, 2023	1,197,913	$ 25,202	5,951,289	(4,778,578)
Balance, shares at Jul. 31, 2023		252,124,221
Balance, amount at Jul. 31, 2023	1,163,337	$ 25,212	5,966,279	(4,828,154)
Net loss for the nine months	(174,054)	$ 0	0	(174,054)
Common shares issued for services, shares		60,000
Common shares issued for services, amount	9,000	$ 6	8,994	0
Balance, shares at Apr. 30, 2024		252,184,221
Balance, amount at Apr. 30, 2024	998,283	$ 25,218	5,975,273	(5,002,208)
Balance, shares at Jan. 31, 2024		252,124,221
Balance, amount at Jan. 31, 2024	1,059,960	$ 25,212	5,966,279	(4,931,530)
Net loss for the nine months	(70,678)			(70,678)
Common shares issued for services, shares		60,000
Common shares issued for services, amount	9,000	$ 6	8,994	0
Balance, shares at Apr. 30, 2024		252,184,221
Balance, amount at Apr. 30, 2024	$ 998,283	$ 25,218	$ 5,975,273	$ (5,002,208)

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Apr. 30, 2024	Apr. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (174,054)	$ (163,553)
Adjustments to reconcile net loss to cash used in operating activities
Common shares issued for services	9,000	0
Inventory impairment	0	47,356
Patent impairment	0	3,725
Depreciation	0	4,563
Changes in operating assets and liabilities
Decrease in inventory	734	933
Decrease in accounts receivable	18,116	3,269
Increase in prepaid expenses and other current assets	806	4,696
Increase (decrease) in accounts payable and accrued expenses	3,834	(731)
(Decrease) increase in operating lease liabilities	(300)	1,729
Cash used in operating activities	(141,864)	(98,013)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of patents	(6,970)	(6,815)
Cash used in investing activities	(6,970)	(6,815)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common shares for cash	0	10,000
Cash provided from financing activities	0	10,000
NET DECREASE IN CASH	(148,833)	(94,828)
Cash at beginning of period	397,465	572,972
Cash at end of period	$ 258,136	$ 478,144

ORGANIZATION AND OPERATIONS

9 Months Ended

Apr. 30, 2024

ORGANIZATION AND OPERATIONS

ORGANIZATION AND OPERATIONS

NOTE 1 - ORGANIZATION AND OPERATIONS:

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Apr. 30, 2024

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

Use of Estimates:

Land and Building

Accounts Receivable and Allowance for Doubtful Accounts

Revenue Recognition

There are no contracts or performance obligations with any customer.

Inventory

Production Molds

Patents

Income taxes

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

GOING CONCERN

9 Months Ended

Apr. 30, 2024

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN:

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Apr. 30, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 4 – COMMITMENTS AND CONTINGIES

Leases

U.S. Small Business Administration Loan and Agreement

STOCKHOLDERS DEFICIT

9 Months Ended

Apr. 30, 2024

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT

NOTE 5 – STOCKHOLDERS’ DEFICIT:

Common Stock

On March 18, 2024 the Company issued, to a service provider, 60,000 common restricted shares, recorded at an average cost of $0.15 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.

SUBSEQUENT EVENTS

9 Months Ended

Apr. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS:

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Apr. 30, 2024
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)and the rules and regulations of the Securities and Exchange Commission(“SEC”), and should be read in conjunction with the audited financial statements and notes thereto for the year ended July 31, 2023 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on October 27, 2023. 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 this 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, 2023 as reported in the Company’s Form 10K, have been omitted.
Use of Estimates	The preparation of financial statements in conformity with U.S. 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.
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 April 30, 2024, and July 31, 2023 were $0.00 and $18,116, respectively. An allowance for doubtful accounts has been 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 an allowance of $15,192 was appropriate as of April, 30 2024. Bad debts, when identified, will be written off against the allowance.
Revenue Recognition	The Company recognizes revenue from the sale of its products designed for infants. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers ("ASC 606"), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. At April 30, 2024, the Company did not have a concentration of customers; there are no accounts receivable that resulted from sales recorded for the nine months ended on April 30, 2024 and July 31, 2023, respectively. There are no contracts or performance obligations with any customer.
Inventory	As at April 30, 2024 and July 31, 2023, respectively, the Company had $600,371 and $601,105 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. Managements’ evaluation was that impairment of $47,356 was required on October 31, 2022, and an additional $134,315 during the three months ended April 30, 2023. No additional impairment was deemed necessary at April 30, 2024.
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.. The production molds were fully depreciated at April 30, 2024 compared to depreciation of$4,563 for the nine months ended April 30, 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 are 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. Patent costs at April 30, 2024 and July 31, 2023 were$268,976 and $262,007, respectively. There was $0 and $11,568 impairment of patents for the nine months ended April 30, 2024 and April 30, 2023, respectively.
Income taxes	The Company accounts for 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 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 April 30, 2024, 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. For the nine months ended April 30, 2024 no income tax expense has been incurred. The Company has adopted ASC 326: Measurement of Credit Losses on Financial Instruments ("ASC 326"). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL") methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, such as accounts receivable. The adoption did not have a martial impact on the Company's financial statements.

ORGANIZATION AND OPERATIONS (Details Narrative) - USD ($)	1 Months Ended
	Jul. 21, 2017	Apr. 30, 2024	Jul. 31, 2023	Sep. 03, 2021	Jul. 08, 2013	Jun. 30, 2013
Equity ownership percenatge					61.80%
Common stock shares		252,184,221	252,124,221
Convertible notes transferred					$ 195,000
Issued common restricted shares acquired	22,477,843
Issued common restricted shares acquired percentage	97.70%
Number of shares concellation				22,477,843
Common stock shares issued		252,184,221	252,124,221
Messrs. Rubin and Heiden [Member]
Liabilities waive						$ 224,196
Richard Rubin, Thomas J. Craft, Jr. and Ivo Heiden [Member] \| Common stock shares [Member]
Common stock shares					324,000
Mace Merger Corp Mace Corporation [Member] \| Common stock shares [Member]
Common stock shares issued				250,000,000

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2023	Oct. 31, 2022	Apr. 30, 2024	Apr. 30, 2023	Jul. 31, 2023	Nov. 02, 2021
Depreciation				$ 4,563
Accounts receivable			$ 0		$ 18,116
Allowance for doubtful accounts			15,192
Inventory			600,371		601,105
Additional Inventory Impairement	$ 134,315	$ 47,356
Proceeds from sale of land and building			$ 632,629
Sale price of Land and building held in escrow						$ 679,000
Patents [Member]
Production Molds useful life			5 years
Patent costs			$ 268,976		$ 262,007
Impairment of patent assets			$ 0	$ 11,568

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2024	Apr. 30, 2023	Jul. 31, 2023
Net Income Loss	$ (70,678)	$ (180,956)	$ (174,054)	$ (344,509)
Accumulated losses	$ 5,002,208		5,002,208		$ 4,828,154
Going Concern [Member]
Net Income Loss			$ (184,010)	$ (353,724)

COMMITMENTS AND CONTINGIES (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 19, 2022	Apr. 30, 2024
COMMITMENTS AND CONTINGENCIES
Operating lease rent per month		$ 1,600
SBA loan	$ 116,800
SBA Loan bears interest rate per annum	3.75%
Description of loan interest payment	payments of $602 per month beginning 24 months after the aforementioned date, will be due and payable in 30 years. The SBA has extended the commencement of payments until August 1, 2024

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	1 Months Ended
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	Dec. 31, 2022	Apr. 30, 2024	Mar. 18, 2024	Jul. 31, 2023	Jul. 31, 2021	Jul. 08, 2013
Common stock, par value per share		$ 0.0001		$ 0.0001
Common Stock shares authorized		500,000,000		500,000,000
Preferred stock shares, par value		$ 0.0001		$ 0.0001
Preferred stock shares authorized		5,000,000		5,000,000
Common stock shares issued		252,184,221		252,124,221
Equity ownership percenatge						61.80%
Restricted Stock [Member]
Common stock, par value per share	$ 0.01	$ 0.15	$ 0.15
Common stock shares issued	1,000,000		60,000		250,000,000
Proceeds from restricted shares	$ 10,000
Share issued for compensation	100,000
Restricted Stock [Member] \| Equity Method Investment [Member]
Equity ownership percenatge					100.00%
Cancellation number of common share		22,477,843