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 endedJuneSeptember 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). Yes X. YesNo     . No

At July 31,November 3, 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

JUNE 30,2009SEPTEMBER 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 sixnine months ended June 30, 2009:September 30,2009:

None

For the sixnine months ended June 30, 2008:September 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 JuneSeptember 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 JuneSeptember 30, 2009 and 2008 are not necessarily in dicativenece ssarily indicative of the operating results for the full year.

Recently Enacted Accounting Standards -In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

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PERPETUAL TECHNOLOGIES, INC.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 $16,202$19,412 as of JuneSeptember 30, 2009, has incurred net losses of $15,213$18,520 and $7,883$12,227 during the sixnine months ended JuneSeptember 30, 2009 and 2008, respectively, has negative cash flows from operating activities, and has minimal 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 includeinc lude any adj ustmentsadjustments that might result from the outcome of these uncertainties.

NOTE 3 – RELATED PARTY TRANSACTIONS

Advances from a Stockholder – In JuneSeptember 2007, and in February and May 2008, an officer/stockholderand in September 2009 officers or stockholders of the Company advanced a total of $15,000$20,000 to the Company. The advances are due on demand and bear interest at 8% per annum. At JuneSeptember 30, 2009 the accrued interest on the advances totaled $1,823.$2,138.

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 JuneSeptember 30, 2009, net operating loss carryforwards of approximately $51,736$55,043 which may be applied against future taxable income and which expire in 2029 and 2028. The net deferred tax assets are approximately $7,800$8,256 and $5,600$5,478 as of JuneSeptember 30, 2009 and December 31, 2008, respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the six-monthnine-month period ended JuneSeptember 30, 2009 is approximately $2,200.$2,778. The Company used the incremental federal income tax rate of 15% in computing its deferred tax assets.

NOTE 6 – SUBSEQUENT EVENTS

6The Company has evaluated subsequent events from the balance sheet date through November 3, 2009 and determined there were no events to disclose.

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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.

SixNine Month Period Ended JuneSeptember 30, 2009 and 2008

At JuneSeptember 30, 2009, we had $3,797$2,402 available cash on hand, prepaid expenses of $324, and had a cumulative loss since entering the development stage of $51,736.$55,043. We generated $1,000 of revenue for the sixnine month period ending JuneSeptember 30, 2009 and zero revenue for the same period ending JuneSeptember 30 2008, and $1,000 for the period from reactivation on October 26, 2006, through JuneSeptember 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 sixnine months ending JuneSeptember 30, 2009, net loss was $15,213$18,520 compared to $7,883$12,227 for the same period in 2008. Expenses during the sixnine months ended JuneSeptember 30, 2009, consisted of $15,419$18,313 in general and administrative expense, and $194$291 in depreciation and amortization.expense. Expenses during the comparable period in 2008 consisted of $0 in depreciation expense and amortization and $7,070$10,914 in general and administrative expenses. Interest expense totaled $600to taled $916 and $8 13$1,313 for the sixnine months ended JuneSeptember 30, 2009 and 2008, respectively.

As of JuneSeptember 30, 2009, our total assets were $5,877$4,385 consisting of cash of $3,797,$2,402, prepaid expenses of $324, and property and equipment of $1,756.$1,659. Total liabilities at JuneSeptember 30, 2009, were $20,323$22,138 consisting of $3,500$0 in accounts payable, $1,823$2,138 in accrued interest, and $15,000$20,000 in stockholder advances.

Liquidity and Capital Resources

At JuneSeptember 30, 2009, we had $3,797$2,402 in cash and have had $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 JuneSeptember 30, 2009, we also had total liabilities of $20,323.$22,138. As a result, we will need to generate up to $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.

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 reportquarter ended September 30, 2009 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: August 12,November 3, 2009

/s/ Seth R. Winterton              

Seth R. Winterton, President

(Chief Executive Officer and

Principal Financial Officer)

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