Table of Contents

UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.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 endedFebruary 28, 20152020

☐   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 __________Commission file number:  000-56184

Commission File Number:333-189540

Perk International Inc.PERK INTERNATIONAL, INC.

(Exact name of Registrantregistrant as specified in its charter)

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

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 ☐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 (§ 229.405232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)files). Yes ☒] No ☐ 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:  100,199,798 common shares asAs of April 17, 201519, 2021, the issuer had 227,203,331 shares of 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 Interim 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 February 28, 2015 are not necessarily indicative of the results that can be expected for the full year.

PERK INTERNATIONAL INC.

BALANCE SHEETS

(Unaudited)

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

PERK INTERNATIONAL INC.

INTERIM CONSOLIDATED BALANCE SHEETS

AS AT FEBRUARY 28, 2015 AND MAY 31, 2014

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

See accompanying notes to interim consolidated financial statements.

PERK INTERNATIONAL INC.

STATEMENTS OF OPERATIONS

(Unaudited)

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

PERK INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONSSTOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 29, 2020 AND FEBRUARY 28, 2015 AND 20142021

(UNAUDITED)

(Amounts expressed in U.S. Dollars)(Unaudited)

SeeThe accompanying notes to the interim consolidatedare an integral part of these unaudited financial statements.

PERK INTERNATIONAL INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

PERK INTERNATIONAL INC.

NOTES TO FINANCIAL STATEMENTS OF INTERIM CONSOLIDATED CASH FLOWS
FOR THE NINE MONTHS ENDED

FEBRUARY 28, 2015 AND 2014

(UNAUDITED)

(Amounts expressed in U.S. Dollars)2021

* Excludes the acquisition of capital equipment for $76,782 (CAD $96,000) on settlement of accounts receivable.NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

See accompanying notes to the interim consolidated financial statements.

PERK INTERNATIONAL INC.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE NINE MONTH PERIOD ENDED FEBRUARY 28, 2015 AND YEAR ENDED MAY 31, 2014

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

See accompanying notes to the interim consolidated financial statements.

PERK INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

NOTE 1 – NATURE OF OPERATIONS

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. Our corporate headquarters are located at 5401, Eglinton Avenue West, Suite 205 Toronto, Ontario, Canada M9C 5K6.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.

Basis of Presentation

The accompanying unaudited interim consolidated financial statementsOn 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, 2020 Marcus resigned from, President, Secretary, Treasurer and Director of Perk International Inc. Mr. Southworth no longer holds any officer position with Perk International Inc.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited financial statements 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 financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC.. The accompanying unaudited interim consolidated financial statements do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles; however, such information reflectsreflect all adjustments, (consisting solelyconsisting of only normal recurring adjustments),items, which, are, in the opinion of management, are necessary for a fair statement of the results for the interim periods.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at February 28, 2015 and May 31, 2014, the results of its operations for the three and nine month periods ended February 28, 2015 and February 28, 2014, and its cash flows for the nine-month period ended February 28, 2015 and February 28, 2014. The results of operations for the nine-month period ended February 28, 2015periods shown and are not necessarily indicative of the results to be expected for the full year.year ending May 31, 2021. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Financial Statements for the year ended May 31, 2020.

NOTE 2 - REVERSE MERGER TRANSACTION AND ACCOUNTINGUse of estimates

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 amounts 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.

Recently 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 has adopted this accounting standard update.

On January 8, 2015, Perk International Inc., a Nevada corporation (the “Company”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.), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tech 9 Inc., a privately held company incorporated. 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 laws of the Province of Ontario (“Tech 9”),award after this date. The guidance is effective for interim and the shareholders of Tech 9. In accordance with the terms of the Exchange Agreement, at the closing, an aggregate of 70,000,000 shares of the Company’s common stock were issued 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.annual periods beginning after December 15, 2018.

Immediately subsequent toIn November 2019, the Exchange, the Company entered into an Agreement of Conveyance, TransferFASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Assignment of AssetsHedging (Topic 815, and Assumption of Obligations (the “Conveyance Agreement”) with the prior officers and directors. Pursuant to the Conveyance Agreement, the Company transferred all assets and business operations associated with the daily deals/coupons business to its prior officers and directors. In exchange, they agreed to cancel their collective 45,000,000 shares in the company and to assume and cancel all liabilities relating to Company’s former business.

As a result of the share exchange, Tech9 has become a wholly-owned subsidiary of the Registrant and the Registrant issued shares of its common stock to shareholders of Tech9 at rate of 350,000 shares of the Registrant’s common stockLeases (Topic 841). This new guidance will be effective for each Tech9 common share resulting in issue of a total of 70,000,000 common shares. Immediately prior to the share exchange, the Registrant had 75,133,132 shares of common stock outstanding.

Following the share exchange and the issuance of 70,000,000 common shares to the shareholders of Tech9, the Registrant had 145,133,132 shares of common stock outstanding.

PERK INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

NOTE 2-REVERSE MERGER TRANSACTION AND ACCOUNTING-Cont’d

At closing, the Registrant cancelled 45,000,000 common shares of the Registrant in accordance with the Transfer and Assumption Agreement between the Registrant and shareholders of the Registrant. Following the share exchange and the Transfer and Assumption Agreement, the Registrant had 100,133,132 shares of common stock outstanding and 29,866,668 warrants outstanding.

In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree. Sub Topic 805-40 provides guidance on accounting for reverse acquisitions. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity considers the existence of any unusual or special voting arrangements and options, warrants, or convertible securities.

After considering the warrants of the combined company, on a fully diluted basis, it is estimated that Tech9 shareholders will hold 53.8% of the outstanding shares of the combined company. Thus, this supports the position that Tech9 is the accounting acquirer.

The transaction has been accounted for as a reverse merger, with Tech9 shareholders acquiring approximately 53.80% of the outstanding shares on a fully diluted basis of Registrant’s common stock immediatelyannual reporting periods beginning after the closing of the transactions contemplated herein, and also on the basis that Tech9’s senior management became the senior management of the merged entity and there is a change of control of the Company. In accordance with Accounting Standards Codification (“ASC”) 805-10-40, Business Combinations; Reverse Acquisitions, Tech9 was the acquiring entity for accounting purposes.December 15, 2019, including interim periods within those annual reporting periods. While the transaction is accounted for using the purchase method of accounting, in substance the transaction was a recapitalization of the Tech9’s capital structure.

The Exchange is being accounted for as a reverse acquisition and recapitalization. Tech 9 is the acquirer for accounting purposes and the Company is continuing to assess the issuer. Accordingly, Tech 9’s historicalpotential impacts of ASU 2019-10, it does not expect ASU 2019-10 to have a material effect on its financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the Exchange. The accumulated deficit of Tech 9 is carried forward after the acquisition. Operations prior to the Exchange are those of Tech 9. Earnings per share for the period prior to the Exchange are restated to reflect the equivalent number of shares outstanding.statements.

There were 75,133,132 shares of the Company’s common stock outstanding before giving effect to the stock issuances in the Exchange. Immediately following the Exchange, the Company’s majority shareholders cancelled their collective 45,000,000 shares. Following these transactions, there were 100,133,132 shares outstanding, including:

The Company intends to carryhas implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the business of Tech 9, as its primary line of business. The Company has relocated its principal executive offices to 5401 Eglinton Avenue West, Suite 205 Toronto, Ontario M9C 5K6. As a result of the Agreement,financial statements unless otherwise disclosed, and the Company is no longer pursuing the former business plan. Under the directiondoes 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 our newly appointed officers and directors, as set forth below, the Company is pursuing the business of deploying, installing and managing “DOOH” (digital out of home) networks that are designed for retail healthcare, automotive, institutional, financial and high traffic C-stores (convenience stores) newsstands and retail locations.

PERK INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

(Amounts expressed in U.S. Dollars)operations.

NOTE 3 - GOING CONCERN

The accompanyingCompany’s unaudited financial statements have beenare prepared assumingusing accounting principles generally accepted in the Company will continue asUnited States of America applicable to a going concern. Thisconcern that contemplates thatthe realization of assets will be realized and liquidation of liabilities and commitments satisfied in the normal course of business. The Company has limitednot established any source of revenue to cover its operating historycosts and has an accumulated deficit of $376,778 as$1,596,275, ($1,000,000 of February 28, 2015. This raises substantial doubt as to the Company’s continuance as a going concern, which is dependent upon its ability to obtain adequate financing and to reach profitable cash flow from operations.

The Company has working capital deficit of $342,936 and bank indebtness of $5,408 as at February 28, 2015. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations. Management has plans to seek additional capital through private placements and public offering of its capital stock.non-cash stock compensation expense). These conditions raise substantial doubt about the Company'scompany’s ability to continue as a going concern. Although there are no assurancesThe Company will engage in limited activities without incurring significant liabilities that management's plansmust be satisfied in cash until a source of funding is secured. The Company will be realized, management believes thatoffer noncash consideration and seek equity lines as a means of financing its operations. If the Company will be ableis unable to continueobtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations inor seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the future. The financial statements do not include any adjustments relating to the recoverability and classificationinterests of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.existing stockholders.

NOTE 4 - LOANS PAYABLE

NOTE 4 – RELATED PARTY TRANSACTIONS

Nine months ended February 28, 2015

The transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties under common control.

i) As of February 28, 2015, the Company had a payable to a related party for $22,790 which is unsecured and due on demand.

ii) During the nine month period, the Company expensed management fees for $235,200 (CAD $267,072) to two directors of the Company of which an amount of $120,477 is unpaid and included in accounts payable and accrued liabilities.

Nine months ended February 28, 2014

i) As of February 28, 2014, the Company had a payable to a related party for $32,789 which is unsecured and due on demand.

ii) During the nine month period, the Company expensed management fees for $70,352 (CAD $76,975) to two directors of the Company of which an amount of $nil is unpaid.

NOTE 5 – SEGMENT INFORMATION

As at February 28, 2015, the Company operated only in one reportable segment. All assets of the business are located in Canada.

NOTE 6 – CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to maintain its daily operations. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain the future development of the business.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to procure materials and pay for administrative costs, the Company will generate sales, spend its existing working capital on need basis and raise additional unsecured loan amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the foregoing paragraph and the relative size of the Company, is reasonable. 

PERK INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

NOTE 7 – CAPITAL STOCK

Authorized:

Common Stock: The Company has 250,000,000 shares of $0.0001 par value

Issued and outstanding:

(i) On January 8, 2015, Perk International, Inc., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tech 9 Inc., a privately held company incorporated under the laws of the Province of Ontario (“Tech 9”), and the shareholders of Tech 9. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 70,000,000 shares of the Company’s common stock were issued to the holders of Tech 9’s common stock in exchange for their shares of Tech 9.

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 the prior officers and directors. Pursuant to the Conveyance Agreement, the Company transferred all assets and business operations associated with the daily deals/coupons business to its prior officers and directors. In exchange, they agreed to cancel their collective 45,000,000 shares in the company and to assume and cancel all liabilities relating to our former business.

As a result of the share exchange, Tech9 has become a wholly-owned subsidiary of the Registrant and the Registrant issued shares of its common stock to shareholders of Tech9 at rate of 350,000 shares of the Registrant’s common stock for each Tech9 common share resulting in issue of a total of 70,000,000 common shares. Immediately prior to the share exchange, the Registrant had 75,133,132 shares of common stock outstanding.

Following the share exchange and the issuance of 70,000,000 common shares to the shareholders of Tech9, the Registrant had 145,133,132 shares of common stock outstanding. At closing, the Registrant cancelled 45,000,000 common shares of the Registrant in accordance with the Transfer and Assumption Agreement between the Registrant and shareholders of the Registrant. Following the share exchange and the Transfer and Assumption Agreement, the Registrant had 100,133,132 shares of common stock outstanding.

(ii) On February 17, 2015, 66,666 warrants were exercised at $0.15 per share resulting in 66,666 shares of common stock issued for $10,000 in cash.

PERK INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

NOTE 7 – CAPITAL STOCK-Cont’d

Warrants

The Company issued 30,000,000 stock warrants 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.

On April 3, 2014 the exercise price for all the outstanding warrants was revised from $0.25 to $0.15 per share. The warrants were revalued on that date and the change in value was trivial and deemed immaterial so no adjustment was recorded.

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.

During the fiscal quarter ended February 28, 2015, 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.

There are 29,796,669 stock warrants remaining as of February 28, 2015. The remaining warrants will expire on September 30, 2017.

The following table presents warrant activity since inception:

PERK INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

NOTE 8 – PLANT AND EQUIPMENT

February 28, 2015

The Company did not own any property and equipment as of May 31, 2014.

NOTE 9 – TERM LOAN

On July 24, 2013 the Company obtained a term loan for an amount of CAD $18,800 repayable in 59 monthly installments of CAD $367.63 including interest and principal and bears interest at 6.5% per annum (prime plus 3.5% per annum). The loan is secured by a personal guarantee of a director. The currentAs of February 28, 2021 and non-current portionMay 31, 2020, there is a balance due on this loan of the term$10,776 and $10,776, respectively. This loan as at February 28, 2015 is $2,776 ($3,202 – 2014) and $8,000 ($11,597 – 2014) respectively.

NOTE 10- DUE TO NON- RELATED PARTIESin default.

$39,991 (CAD $50,000): TheAs of February 28, 2021 and May 31, 2020, the Company tookowes $39,991 and $39,991, respectively, to a third party for a loan from a non related party for $ 39,991 (CAD $50,000) during the quarter ended February 28, 2015. This loan has a collateral security on the stock of the Company, carries an annual interest rate of 12% and is repayable in 90 days.

$20,501 (CAD $25,633): The Company took a loan from a non related party for $27,993 (CAD $35,000)that was received during the quarter ended February 28, 2015. This loan is in default.

As of February 28, 2021 and 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 a $25,000 loan from Securities Compliance Group, Ltd. The note is unsecured, bears interest at 25% and was due upon the final order of dismissal of the custodianship. As of February 28, 2021 and May 31, 2020, there is $16,627 and $0 of interest accrued on this loan, respectively. This note is in default.

On May 2, 2019, the Company 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 annual interest rate of 56.855% with a term6%, compounded annually. As of 6 monthsFebruary 28, 2021, and requires repayment of CAD $319 every business day.

NOTE 11- COMMITMENTS AND CONTINGENCIES

COMMITMENTS

a) Effective May 1, 2013, and subsequent amendment dated February 20, 2015, the Company executed agreements with its director to pay annual compensation as follows:

For the year ended 2015, the Executive shall be compensated as follows:

1. The executive shall receive US $21,694 (CAD $23,500) for June 1, 2014 through August 31, 2014.

2. The executive shall receive CAD $164,500 from September 1, 2014 through May 31, 2015.

2. The executive shall receive a sales bonus based2020, there is $1,670 and $962 of interest accrued on annual net sales for Tech9 Inc. at the rate of 1.5%.

For the year ended 2016, the Executive shall be compensated as follows:

1. The executive shall receive CAD $225,000 for June 1, 2015 through May 31, 2016

2. The executive shall receive a sales bonus based on annual net sales for Tech9 Inc. at the rate of 1.5%

PERK INTERNATIONAL INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

(Amounts expressed in U.S. Dollars)

NOTE 11- COMMITMENTS AND CONTINGENCIES-Cont’d

b) Effective May 1, 2013, and subsequent amendment dated February 20, 2015, the Company executed agreements with its director to pay annual compensation as follows:

For the year ended 2015, the Executive shall be compensated as follows:

1. The executive shall receive US $24,298 (CAD $26,320) for June 1, 2014 through August 31, 2014.

2. The executive shall receive CAD $161,680 from September 1, 2014 through May 31, 2015.

2. The executive shall receive a sales bonus based on annual net sales for Tech9 Inc. at the rate of 1.5%.

For the year ended 2016, the Executive shall be compensated as follows:

1. The executive shall receive CAD $225,000 for June 1, 2015 through May 31, 2016

2. The executive shall receive a sales bonus based on annual net sales for Tech9 Inc. at the rate of 1.5%

CONTINGENCIESthis loan, respectively.

On January 8, 2015, Perk International, Inc., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tech 9 Inc., a privately held company incorporated under the laws of the Province of Ontario (“Tech 9”), and the shareholders of Tech 9. In accordance with the terms of the Exchange Agreement, at the closing an aggregate of 70,000,000 shares of the Company’s common stock were issued to the holders of Tech 9’s common stock in exchange for their shares of Tech 9. Immediately subsequent to the Exchange,December 16, 2020, the Company entered into an Agreementreceived a $12,000 loan from GPL Ventures, LLC. The note is unsecured, bears interest at 10% and matures on December 16, 2021. As of Conveyance, Transfer and AssignmentFebruary 28, 2021, there is $296 of Assets and Assumption of Obligations (the “Conveyance Agreement”) with the prior officers and directors. Pursuant to the Conveyance Agreement, the Company transferred all assets and business operations associated with the daily deals/coupons business to its prior officers and directors. In exchange, they agreed to cancel their collective 45,000,000 shares in the company and to assume and cancel all liabilities relating to our former business. The liabilities assumed by the prior officers and directors amounts to $22,985 which if not discharged, may result in a potential liabilityinterest accrued on the Company.this loan.

NOTE 12- FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK FACTORS

The fair value of a financial instrument is the estimated amount that the Company would receive or pay to settle the financial assets and financial liabilities as at the balance sheet date. The book value of accounts receivable, accounts payable and accrued liabilities, and due to related party approximate fair values at the balance sheet dates.

All financial instruments except for cash are classified as level 3. Cash is classified as level 1.