Table of Contents

UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM 10-Q

☒  Quarterly Report pursuant to SectionQUARTERLY REPORT UNDER SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 20142020

☐  Transition Report pursuant toTRANSITION REPORT UNDER SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to__________to __________

Commission File Number: 333-189540file number:  000-56184

Perk International Inc.PERK INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (602) 358-7505

                   N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities to be registered under Section 12(b) of the Act: None

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 precedingpast 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 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No ☐

State the number of shares outstanding of each of the issuer’s classes of common stock,equity, as of the latest practicable date: 100,133,132As of April 2, 2021, the issuer had 227,203,331 shares as of January 6, 2015.

its common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ItemITEM 1. Financial StatementsFINANCIAL STATEMENTS

Our financial statements included in this Form 10-Q are as follows:

INDEX TO FINANCIAL STATEMENTS

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended November 30, 2014 are not necessarily indicative of the results that can be expected for the full year.

PERK INTERNATIONAL INC.

BALANCE SHEETS (UNAUDITED)

AS OF NOVEMBER 30, 2014 AND MAY 31, 2014(Unaudited)

SeeThe accompanying notes toare an integral part of these unaudited financial statements.

PERK INTERNATIONAL INC.

STATEMENTS OF OPERATIONS

(Unaudited)

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

PERK INTERNATIONAL INC.

STATEMENTS OF OPERATIONS (UNAUDITED)STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 20142019 AND 20132020

(Unaudited)

SeeThe accompanying notes toare an integral part of these unaudited financial statements.

PERK INTERNATIONAL INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2014 AND 2013(Unaudited)

SeeThe accompanying notes toare an integral part of these unaudited financial statements.

PERK INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2020

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

PERK INTERNATIONAL INC.Perk International Inc. (“the Company” or “Perk”) was incorporated under the laws of the State of Nevada on April 10, 2013. The Company is an acquisition, sales management company for early stage, high growth businesses and technologies in the health care industry. The Company has developed specific criteria and standards that must be met by each acquisition candidate. Once identified, the Company will engage its highly seasoned and well-trained team of industry professionals to perform thorough due diligence on the potential acquisition partner. Following successful due diligence, Perk will send in its M & A team to structure and present an attractive proposal to the selling entity.

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBEROn February 22, 2019, Marcus Southworth became, President, Secretary, Treasurer and Director of Perk International Inc.

On April 27, 2020, Certification and Notice of Termination of Registration Under Section 12(g) of The Securities Exchange Act of 1934 of Duty to File Reports Under Sections 13 and 15 (d) of the Securities Exchange Act of 1934.

On April 30, 20142020 Marcus resigned from, President, Secretary, Treasurer and Director of Perk International Inc. Mr. Southworth no longer holds any officer position with Perk International Inc.

(UNAUDITED)

On April 30, 2020, Nelson Grist became the sole director of Perk International Inc.

NOTE 1 –2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Perk International Inc. (“the Company” or “Perk”) was incorporated under the laws of the State of Nevada on April 10, 2013. The Company plans to become an e-commerce marketplace that connects merchants to consumers by offering daily discounts on goods and services through our website located at www.usellisave.com . Our corporate headquarters are located at 2470 East 16th Street, Brooklyn, NY 11235, but we plan to launch our business throughout the Greater Toronto Area.

Basis of Presentationpresentation

The accompanyingCompany’s unaudited interim financial statements of Perk International, 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 (“SEC”U.S. GAAP”), and should be read in conjunction with the audited. The accompanying unaudited financial statements and notes thereto containedreflect all adjustments, consisting of only normal recurring items, which, in the Company’s Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments,are necessary for a fair statement of the financial statements to be not misleading have been reflected herein. The results of operations for interimthe periods shown and are not necessarily indicative of the results to be expected for the full year. Notes toyear ending May 31, 2021. These unaudited financial statements should be read in conjunction with the financial statements which would substantially duplicate the disclosure containedand related notes included in the audited financial statementsCompany’s Financial Statements for the most recent fiscal year ended May 31, 2014 as reported in Form 10-K, have been omitted.2020.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $0 and $23 of cash as of November 30, 2014 and May 31, 2014, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, website development costs and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimatesestimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amountamounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment.  Actual results could differ from those estimates.

Revenue RecognitionRecently issued accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.has adopted this accounting standard update.

Stock-BasedOn June 20, 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018.

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

PERK INTERNATIONAL INC.

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2014

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividingIn November 2019, the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjustedFASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance will be effective for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of November 30, 2014.

Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period endingperiods beginning after December 15, 2016, and for annual periods and2019, including interim periods thereafter. Early applicationwithin those annual reporting periods. While the Company is permitted. The Company will evaluatecontinuing to assess the going concern considerations in thispotential impacts of ASU however, at the current period, management2019-10, it does not believe that it has met the conditions which would subject these financial statements for additional disclosure.

Management has considered all recent accounting pronouncements issued since the last audit of its financial statements. The Company's management believes that these recent pronouncements will notexpect ASU 2019-10 to have a material effect on the Company'sits financial statements.

PERK INTERNATIONAL INC.

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2014

(UNAUDITED)

NOTE 2 – GOING CONCERN

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The Company’s unaudited financial statements are prepared onusing accounting principles generally accepted in the United States of America applicable to a going concern basis which assumesthat contemplates the Company will be able to realize itsrealization of assets and discharge itsliquidation of liabilities in the normal course of business for the foreseeable future.business. The Company has negative working capital, has not yet receivedestablished any source of revenue from sales of products or services,to cover its operating costs and has incurred losses since inception resulting in an accumulated deficit of $85,785 as$1,571,357, ($1,000,000 of November 30, 2014 and further losses are anticipated in the development of its business raisingwhich is from non-cash stock compensation expense). These conditions raise substantial doubt about the Company’scompany’s ability to continue as a going concern. The ability to continueCompany will engage in limited activities without incurring significant liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a going concern is dependent uponmeans of financing its operations. If the Company generating profitable operations in the future and/oris unable to obtain revenue producing contracts or financing or if the necessaryrevenue or financing it does obtain is insufficient to meetcover any operating losses it may incur, it may substantially curtail or terminate its obligations and repay its liabilities arising from normaloperations or seek other business operations when they come due. Management intends to finance operating costs overopportunities through strategic alliances, acquisitions or other arrangements that may dilute the next twelve months withinterests of existing cash on hand, loans, and sales of common stock.stockholders.

NOTE 3 – SHAREHOLDER LOANS

During the year ended May 31, 2014, a shareholder advanced the Company $3,752. During the quarter ended August 31, 2014, the shareholder advanced an additional $197. The loans are unsecured, bear interest at 8% and are due in one year. The Company has accrued interest of $366 on the outstanding balance as of November 30, 2014.

NOTE 4 – EQUITY

The Company has 250,000,000 shares of $0.0001 par value common stock authorized.- LOANS PAYABLE

On April 30,July 24, 2013 the Company issued 45,000,000 sharesobtained a term loan for an amount of common stock to its foundersCAD $18,800 repayable in 59 monthly installments of CAD $367.63 including interest and principal and bears interest at $0.000276.5% per share for cash proceedsannum (prime plus 3.5% per annum). The loan is secured by a personal guarantee of $12,150.a director. As of November 30, 2020 and May 31, 2020, there is a balance due on this loan of $10,776 and $10,776, respectively. This loan is in default.

The founders also contributed $150As of November 30, 2020 and May 31, 2020, the Company owes $39,991 and $39,991, respectively, to a third party for a loan that was received during the periodquarter ended May 31, 2013.February 28, 2015. This loan is in default.

In As of November 30, 2020, and December 2013,May 31, 2020, the Company owes $20,501 and $20,501, respectively, to a third party for a loan that was received during the quarter ended February 28, 2015. This loan is in default.

NOTE 5 - NOTES PAYABLE

On November 3, 2016, the Company received casha $25,000 loan from Securities Compliance Group, Ltd. The note is unsecured, bears interest at 25% and subscription agreements forwas due upon the salefinal order of 30,000,000 units consisting of one sharedismissal of the Company’s common stock,custodianship. As of November 30, 2020, and one warrant for the purchaseMay 31, 2020, there is $15,086 and $0 of one share of the Company’s common stock at a purchase price of $0.25 per share and expiringinterest accrued on September 30, 2017 (the Warrants), for gross proceeds of $30,000.   The relative allocated fair market value of the Warrants was $6,143 on the grant dates. 

Warrants and Options

The Company issued 30,000,000 stock warrantsthis loan, respectively. This note is in connection with the issuance of common stock. The Company has accounted for these warrants as equity instruments in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, and as such, will be classified in stockholders’ equity as they meet the definition of “indexed to the issuer’s stock” in ASC 815-40. The Company has estimated the allocated fair value of the warrants issued in connection with the private placement at $6,143 as of the grant dates using the Black-Scholes option pricing model. Each common stock purchase warrant has an exercise price of $0.25 and will expire on September 30, 2017.default.

On April 3, 2014May 2, 2019, the exercise priceCompany executed a promissory note with Kim Southworth in the amount of $14,749. The loan is due either on demand or within five years and carries an interest rate of 6%, compounded annually. As of November 30, 2020, and May 31, 2020, there is $1,433 and $962 of interest accrued on this loan, respectively.

NOTE 6 – RELATED PARTY TRANSACTIONS

As of November 30, 2020 and May 31, 2020, the Company had a payable to a related party for all the outstanding warrants was revised from $0.25 to $0.15 per share. The warrants were revalued$22,790 and $22,790, respectively, which is unsecured and due on that date and the change in value was trivial and deemed immaterial so no adjustment was recorded.demand.

PERK INTERNATIONAL INC.

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2014

(UNAUDITED)

NOTE 4 – EQUITY (CONTINUED)

During the year ended May 31, 2014, 66,666 warrants were exercised at $0.15 per share, resulting in 66,666 shares of common stock being issued for $10,000 in cash.

During the fiscal quarter ended August 31, 2014, 46,666 warrants were exercised at $0.15 per share, resulting in 46,666 shares of common stock being issued for $7,000 in cash.

During the fiscal quarter ended November 30, 2014, 23,333 warrants were exercised at $0.15 per share, resulting in 23,333 shares of common stock being issued for $3,000 in cash and a receivable of $500.

There are 29,863,335 stock warrants remaining asAs of November 30, 2014. The remaining warrants will expire on September 30, 2017.

The following table presents warrant activity since inception:

NOTE 5 – COMMITMENTS

The2020 and May 31,2020, the Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligationowed the CEO $7,303 and $1,550 for the officer to continue this arrangement. Such costs are immaterialcash advances to the financial statementsCompany. The advances were used to pay for certain operating expenses. They are unsecured, non-interest bearing and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.due on demand.

NOTE 6 –7 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the CompanySFAS 165 (ASC 855-10) management has analyzed its operationsperformed an evaluation of subsequent to November 30, 2014 toevents through the date thesethat the unaudited financial statements were available to be issued and has determined that aside from the following, it does not have any material subsequent events to disclose in these financial statements.statements other than the following.

On January 8, 2015,March 17, 2021, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tech 9 Inc., a privately held company incorporated under the lawsamended its Articles of the Province of Ontario (“Tech 9”), and the shareholders of Tech 9. As a result of the transaction (the “Exchange”), Tech 9 became a wholly-owned subsidiary of the Company. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 70,000,000 shares of the Company’sIncorporation increasing its authorized common stock were issuedfrom 250,000,000 to the holders of Tech 9’s common stock in exchange for their shares of Tech 9. Each of the Company, Tech 9 and the shareholders of Tech 9 provided customary representations and warranties, pre-closing covenants and closing conditions in the Exchange Agreement.950,000,000 shares.

Immediately subsequent to the Exchange, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with our prior officers and directors, Messrs. Andrew Gaudet and Leon Golden. Pursuant to the Conveyance Agreement, we transferred all assets and business operations associated with our daily deals/coupons business to Messrs. Gaudet and Golden. In exchange, Messrs. Gaudet and Golden agreed to cancel their collective 45,000,000 shares in our company and to assume and cancel all liabilities relating to our former business.

Upon the closing of the Exchange, Mr. Golden resigned as an officer and director of the Company and Mr. Gaudet resigned as President, CEO and a director of the Company, but was appointed as Vice President. Robert J. Oswald was appointed as Chief Executive Officer and President, Louis Isabella was appointed Chief Financial Officer, Secretary and Treasurer, and Matthew J. O’Brien was appointed as Chief Technology Officer. Simultaneous with the closing, Messrs. Oswald and O’Brien were appointed as members of the Company’s board of directors.

As a result of the Exchange Agreement and Conveyance Agreement, the Company is no longer pursuing its former business plan. Under the direction of its newly appointed officers and directors, as set forth above, the Company is in the business of deploying, installing and managing “Digital Place-Based Networks” (“DPN’s”) that are designed for healthcare, automotive, institutional, financial and high traffic C-store and retail locations.

ItemITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-LookingThe following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements other than purely historical information,contained in this Form 10-Q involve risks and uncertainties, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” as to:

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-lookingalso forward-looking statements. Such forward-looking statements are based on current expectations and assumptions that are subject to certain risks and uncertainties which mayare described in close proximity to such statements and which could cause actual results to differ materially from the forward-looking statements. Our abilitythose anticipated. Shareholders, potential investors and other readers are urged to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be consideredconsider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance should not be placed on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

CompanyBusiness Overview

On January 8, 2014, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tech9 Inc., a privately held company incorporated under the laws of the Province of Ontario (“Tech9”), and the shareholders of Tech9. As a result of the transaction (the “Exchange”), Tech9 became a wholly-owned subsidiary of our company. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 70,000,000 shares of our common stock were issued to the holders of Tech9's common stock in exchange for their shares of Tech9.General

Immediately subsequent to the Exchange, we entered intoPerk International, Inc. is an Agreement of Conveyance, Transferacquisition, sales management company for early stage, high growth businesses and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with our prior officers and directors, Messrs. Andrew Gaudet and Leon Golden. Pursuant to the Conveyance Agreement, we transferred all assets and business operations associated with our daily deals/coupons business to Messrs. Gaudet and Golden. In exchange, Messrs. Gaudet and Golden agreed to cancel their collective 45,000,000 shares in our company and to assume and cancel all liabilities relating to our former business.

As a result of the above transactions, we are no longer pursuing our former business plan. We are nowtechnologies in the businesshealth care industry. The Company has developed specific criteria and standards that must be met by each acquisition candidate. Once identified, the Company will have access to highly seasoned and well-trained team of deploying, installing and managing “Digital Place-Based Networks” (“DPN's”) that are designed for healthcare, automotive, institutional, financial and high traffic C-store and retail locations. 

Results of Operations forindustry professionals to perform thorough due diligence on the three months and six months ended November 30, 2014

Revenues

potential acquisition partner. Following successful due diligence, Perk International, Inc. We have generated no revenue since our inception. We are a development stage company and there is no guarantee that we will be able to execute on our business. Weconsult with M & A advisors to structure and present an attractive proposal to the selling entity.

Perk International, Inc., now feels very comfortable in entering the rapidly growing health care market. It is estimated that Holistic and other natural and organic ingredients are believed to provide many medical benefits. It has been reported that Holistic and CBD oil can treat hundreds of medical issues such as anxiety, depression, pain, arthritis, insomnia, anorexia, heart disease, diabetes, asthma, several types of cancer, Alzheimer’s, dementia and epilepsy, just to name a few.

Our Objective

It is the objective of Perk International, Inc. to control every aspect of the natural and organic farming industry from growth to extraction and distribution. This will enable us to avoid risking stagnant or contaminated biomass because of third party extraction labs being at full capacity.

Perk International, Inc., has designed its future into a 3-stage rollout:

To reach this objective we have incurred losses since our inception.hand-picked a team of industry professionals from experienced hemp farmers, bioengineers, extraction experts and other related industry professionals.

Our ultimate objective is to achieve exceptional multiples in growth, valuation and revenue to Perk International, “Inc. and its shareholders.

Operating ExpensesResults of Operation for the Three Months Ended November 30, 2020 and 2019

WeGeneral and administrative

For the three months ended November 30, 2020 we incurred operating expenses$2,559 of $8,051general and administrative expense compared to $747 for the three months ended November 30 2014,, 2019. The increase is primarily due $1,500 for accounting expense in the current period.

Other expense

For the three months ended November 30, 2020, we had interest expense of $1,793 compared to $15,361 for the comparable period ended November 30, 2013, for a $7,310 decrease. Our operating expensesinterest income of $222 for the three months ended November 30 2014 consisted of professional fees in the amount of $3,800, SEC filing costs of $3,819, amortization of $375, bank fees of $(25) and interest expense of $82., 2019. The decrease of $7,310 is due to a reduction in professional fees of $7,138, an increase in filing fees of $185, a decrease in bank charges of $370 and an increase in interest expense is due to the accrual of $15.interest on our note with Securities Compliance Group, Ltd.

Net loss

For the three months ended November 30, 2020, the Company had a net loss of $4,352 as compared to $969 in the prior period. Our increase in net loss is attributed to the increased interest expense and professional fees.

WeResults of Operation for the Six Months Ended November 30, 2020 and 2019

General and administrative

For the six months ended November 30, 2020 we incurred operating expenses$25,033 of $13,401general and administrative expense compared to $1,494 for the six months ended November 30 2014,, 2019. In the current period we incurred $1,500 of accounting expense and $21,600 of audit fees for services related to our year end audit and the filing of our Form 10.

Other expense

For the six months ended November 30, 2020, we had interest expense of $15,558 compared to $26,083 for the comparable period ended November 30, 2013, for a $12,682 decrease. Our operating expensesinterest expense of $446 for the six months ended November 30 2014 consisted of professional fees in the amount of $9,830, SEC filing costs of $2,444, amortization of $750, bank fees of $220 and interest expense of $157., 2019. The decrease of $12,682 is due to a decrease in professional fees of $9,501, a decrease in filing fees of $3,023, a decrease in bank charges of $240 and an increase in interest expense is due to the accrual of $82.interest on our note with Securities Compliance Group, Ltd.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated withNet loss

For the implementation of our business andsix months ended November 30, 2020, the professional fees associated with being a reporting company under the Securities Exchange Act of 1934.

Net Loss

We incurredCompany had a net loss of $8,051 and $13,401 for the three and six months ended November 30, 2014, respectively,$40,591 as compared to a$1,940 in the prior period. Our increase in net loss of $15,361is attributed to the increased interest expense and $26,083 for the three and six months ended November 30, 2013. The decreases of $7,310 and $12,682 for the three and six months ended November 30, 2014, respectively, are due to decreases in operating expenses.  professional fees.

Liquidity and Capital Resources

As of November 30, 2014, we had total current assets of $0. We had current liabilities of $28,735 as of November 30, 2014. Accordingly, we had a working capital deficit of $28,735 as of November 30, 2014.

Operating activities used $10,720 in cash forFor the six months ended November 30 2014. Our negative operating cash flow for November 30, 2014, 2020 we used $5,703 in operations compared to $0 in the prior period. The $5,703 was mainly a resultadvanced to the Company by our CEO.

Critical Accounting Estimates and Policies

The preparation of operating expensesfinancial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the paymentdisclosure of accounts payablecontingent assets and accrued expenses.liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

Financing activities provided $10,697 in cash for the six months ended November 30, 2014. Our positive cash flow from financing activities for the six months ended November 30, 2014 was the primarily the result of proceeds from the exercise of stock warrants.

AsWe are subject to various loss contingencies arising in the ordinary course of November 30, 2014, we had $0 in cash. Until we are able to sustain our ongoing operations through revenue, we intend to fund operations through debt and/business. We consider the likelihood of loss or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the salesimpairment of stockan asset or the advancementincurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or loana liability has been incurred and the amount of funds at this time. Therethe loss can be no assurance that such additional financing will bereasonably estimated.  We regularly evaluate current information available to us on acceptable terms, or at all.

Going Concern

These financial statements have been prepared on a going concern basis which assumes we willto determine whether such accruals should be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred losses since inception resulting in an accumulated deficit of $85,785 as of November 30, 2014 and further losses are anticipated in the development of our business raising substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management anticipates financing operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncementsadjusted.

We dorecognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.  Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not expect the adoption of recently issued accounting pronouncementsthat this deferred tax asset will be realized.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a significant impactcurrent or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or cash flow.

Off Balance Sheet Arrangements

Asresults of November 30, 2014, there were no off balance sheet arrangements.operations.

ItemITEM 3. Quantitative and Qualitative Disclosures About Market RiskQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ANot applicable to smaller reporting company is not required to provide the information required by this Item.companies.

ItemITEM 4. Controls and ProceduresCONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of ourmaintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended November 30 2014. This, 2020.

The following aspects of the Company were noted as potential material weaknesses:

· lack of an audit committee

· lack of segregation of duties

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of no change occurred in the Company's internal controls over financial reporting during the quarter ended November 30 2014, our disclosure, 2020, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of November 30, 2014, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending May 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the six months ended November 30, 2014 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. 

PART II –- OTHER INFORMATION

ItemITEM 1. Legal ProceedingsLEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.None.

Item 1A: Risk FactorsITEM 1A. RISK FACTORS

AWe are a smaller reporting company isas defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information required byunder this Item.Item; however, due to the current circumstance we have chosen to include the following risk factor.

ItemITEM 2. Unregistered Sales of Equity Securities and Use of ProceedsUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NoneNone.

ItemITEM 3. Defaults upon Senior SecuritiesDEFAULTS UPON SENIOR SECURITIES

NoneNone.

ItemITEM 4. Mine Safety DisclosuresMINING SAFETY DISCLOSURES

N/ANot applicable.

ItemITEM 5. Other InformationOTHER INFORMATION.

None

ItemITEM 6. ExhibitsEXHIBITS

SIGNATURES

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

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