UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 X.

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

For the quarterly period endedMarch 31,June 30, 2009.

or

     .

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

For the transition period from _______________________ to ___________________________

Commission File Number:000-53010

 PERPETUAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

(801) 783-4875

(Registrant’s telephone number, including area code)

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.

 X. Yes     . No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes. No     .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 X. Yes     . No

At May 14,July 31, 2009, the number of shares outstanding of the registrant’s common stock, $0.001 par value, was 13,000,000.

PERPETUAL TECHNOLOGIES, INC.

FORM 10-Q

MARCH 31, 2009JUNE 30,2009

INDEX

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PERPETUAL TECHNOLOGIES, INC.

[A Development Stage Company]

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PERPETUAL TECHNOLOGIES, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PERPETUAL TECHNOLOGIES, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the threesix months ended March 31,June 30, 2009:

None

For the threesix months ended March 31,June 30, 2008:

None

The accompanying notes are an integral part of these unaudited condensed financial statements.

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PERPETUAL TECHNOLOGIES, INC.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements -The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31,June 30, 2009 and 2008 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements as part of the Company’s 2008 annual report on Form 10-K. The results of operations for the periods ended March 31,June 30, 2009 and 2008 are not necessarily indicativein dicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a working capital deficit of $10,274$16,202 as of March 31,June 30, 2009, has incurred net losses of $9,188$15,213 and $12,227$7,883 during the threesix months ended March 31,June 30, 2009 and 2008, respectively, has negative cash flows from operating activities, and has nominimal revenue-generating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, advances, or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adju stmentsadj ustments that might result from the outcome of these uncertainties.

NOTE 3 – RELATED PARTY TRANSACTIONS

Advances from a Stockholder – In June 2007, and in February and May 2008, an officer/stockholder of the Company advanced a total of $15,000 to the Company. The advances are due on demand and bear interest at 8% per annum. At March 31,June 30, 2009 the accrued interest on the advances totaled $1,522.$1,823.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

In February 2007, the Company issued two convertible promissory notes for $2,500 each. In August 2007, the Company issued an additional two convertible promissory notes for $2,500 each. In December 2008, the Company issued 1,000,000 shares of common stock on conversion of the four convertible promissory notes of $10,000 along with accrued interest of $1,290.

NOTE 5 - INCOME TAXES

The Company has available at March 31,June 30, 2009, net operating loss carryforwards of approximately $45,000$51,736 which may be applied against future taxable income and which expire in 2029 and 2028. The net deferred tax assets are approximately $7,000$7,800 and $5,600 as of March 31,June 30, 2009 and December 31, 2008, respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the three-monthsix-month period ended March 31,June 30, 2009 is approximately $1,400.$2,200. The Company used the incremental federal income tax rate of 15% in computing its deffereddeferred tax assets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statement Notice

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological adv ances and failure to successfully develop business relationships.

Overview.

The Company was organized as Molokai Enterprises, Inc., on November 27, 1996, under the laws of the State of Colorado. In April 2007 the Company changed its domicile from Colorado to Delaware by merging with and into Perpetual Technologies, Inc., a Delaware corporation organized for that purpose on March 15, 2007.

The Company was reactivated on October 26, 2006 through a major sale of 10,000,000 shares of the Company’s common stock for $1,000. Prior to the Company’s reactivation it had been dormant.

The Company remained non-operational from reactivation until December 2008, when a change of control occurred. The Company filed Form 8-K describing its business operations, and it filed with the State of Utah for authority to conduct business as a foreign corporation under the assumed name of Organic Wise. The Company offers consulting and compliance services to companies seeking to obtain organic certification in accordance with the United States Department of Agriculture’s National Organic Program (USDA-NOP) standards. The Company also provides expertise, training and consulting services in organic enforcement actions including certification agency and federal administrative corrective actions.

NineSix Month PeriodsPeriod Ended March 31,June 30, 2009 and 2008

At March 31,June 30, 2009, we had $5,689$3,797 available cash on hand, prepaid expenses of $559,$324, and had a cumulative loss since entering the development stage of $45,711.$51,736. We did not generate any revenuesgenerated $1,000 of revenue for the threesix month periodsperiod ending March 31,June 30, 2009 and zero revenue for the same period ending June 30 2008, and $1,000 for the period from reactivation on October 26, 2006, through March 31, 2009, we had no operations.June 30, 2009. Our revenue resulted from a consulting engagement under our Organic Wise dba wherein the president of the Company consulted a client on Organic Food standards. For the threesix months ending March 31,June 30, 2009, net loss was $9,188$15,213 compared to $12,227$7,883 for the same period in 2008. Expenses during the threesix months ended March 31,June 30, 2009, consisted of $8,790$15,419 in general and administrative expense, and $97$194 in depreciation and amortization. Expenses during the comparable period in 20072008 consisted of $0 in depreciation and amortization and $10,914$7,070 in general and administrative expenses. Interest expense totaled $300$600 and $1,313$8 13 for the threesix months ended March 31,June 30, 2009 and 2008, respectively.

As of March 31,June 30, 2009, our total assets were $8,101$5,877 consisting of cash of $5,689,$3,797, prepaid expenses of $559,$324, and property and equipment of $1,853.$1,756. Total liabilities at March 31,June 30, 2009, were $16,522$20,323 consisting of $0$3,500 in accounts payable, $1,522$1,823 in accrued interest, and $15,000 in stockholder advances.

Liquidity and Capital Resources

At March 31,June 30, 2009, we had $5,689$3,797 in cash and have had had no revenues$1,000 of revenue since reactivation on October 26, 2006. We estimate that general and administrative expenses for the next twelve months will be approximately $24,000. At March 31,June 30, 2009, we also had total liabilities of $16,522.$20,323. As a result, we will need to generate up to $41,000$47,000 to pay our debts and meet our ongoing financial needs. Since inception we have primarily financed our operations through the sale of common stock. In order to raise the necessary capital to maintain our reporting company status, we may sell additional stock, arrange debt financing or seek additional advances from our officers or stockholders.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required by smaller reporting companies.

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Item 4T. Controls and Procedures.

(a)

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our president and our chief financial officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our president and our chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our president and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 6. Exhibits

Copies of the following documents are included as exhibits to this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PERPETUAL TECHNOLOGIES, INC.

(Registrant)

Date: May 14,August 12, 2009

/s/ Seth R. Winterton              

Seth R. Winterton, President

(Chief Executive Officer and

Principal Financial Officer)

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