Peregrine Industries (PGID) 10-K 19 Nov 18 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2018	Nov. 08, 2018	Dec. 31, 2017
Document And Entity Information
Entity Registrant Name	PEREGRINE INDUSTRIES INC
Entity Central Index Key	1,061,164
Document Type	10-K
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Is Entity Emerging Growth Company?	true
Elected Not To Use the Extended Transition Period	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Public Float			$ 52,422
Entity Common Stock, Shares Outstanding		23,002,063
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,018
Entity Shell Company	false

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2018	Jun. 30, 2017
ASSETS
Bank	$ 3,000
Total current assets	3,000
Total Assets	3,000
Current Liabilities
Accounts payable	1,024	1,024
Accrued interest – related party		84,444
Loan - related party	18,963	164,356
Convertible note - control shareholders		195,000
Total Current Liabilities	19,987	444,824
Stockholders' deficit
Preferred stock
Common stock	2,300	52
Additional paid-in capital	599,834	157,832
Accumulated deficit	(618,671)	(602,708)
Total stockholders’ deficit	(16,987)	(444,824)
Total liabilities and stockholders’ deficit	$ 3,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Jun. 30, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	23,002,043	524,200
Common stock, shares outstanding	23,002,043	524,200

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating expenses
General and administrative	$ 15,963	$ 44,680
Interest		3,395
Total operating expenses	15,963	48,075
Net loss for the year	$ (15,963)	$ (48,075)
Basic and diluted net loss per common share	$ 0	$ (0.09)
Weighted average common shares outstanding - Basic and diluted	21,955,130	524,200

Shareholders Equity

Shareholders Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Earnings (Deficit)	Total
Balance common stock, shares at Jun. 30, 2016	524,200
Balance, value at Jun. 30, 2016	$ 52	$ 157,832	$ (554,633)	$ (396,749)
Common stock issued to liquidate debt
Net loss			(48,075)	$ (48,075)
Balance common stock, shares at Jun. 30, 2017	524,200	157,832		524,200
Balance, value at Jun. 30, 2017	$ 52		(602,708)	$ (444,824)
Common stock issued to liquidate debt	$ 22,477,843	$ 2,248	441,552	443,800
Net loss			(15,963)	$ (15,963)
Balance common stock, shares at Jun. 30, 2018	23,002,043			23,002,043
Balance, value at Jun. 30, 2018	$ 2,300	$ 599,384	$ (618,671)	$ (16,987)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (15,963)	$ (48,075)
Overhead paid directly by related party	15,963
Adjustments to reconcile net income (loss) to cash used in operating activities:
Increase in accounts payable		2,954
Cash flows used in operating activities		(45,121)
Cash flows from financing activities:
Cash advances from related parties	3,000	45,121
Cash generated by financing activities	3,000	45,121
Cash - beginning of period
Cash - end of period	3,000
Supplementary information
Cash paid for interest		3,395
Cash paid for income taxes
Supplementary disclosure for non cash investing and financing activities
Common stock issued to liquidate debt	$ 443,800

NOTE 1 - ORGANIZATION AND OPERA

NOTE 1 - ORGANIZATION AND OPERATIONS	12 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 1 - ORGANIZATION AND OPERATIONS	NOTE 1 - ORGANIZATION AND OPERATIONS Peregrine Industries, Inc. (the "Company") was formed on October 1, 1995 for the purpose of manufacturing residential pool heaters. The Company was formerly located in Deerfield Beach, Florida. Products were primarily sold throughout the United States, Canada, and Brazil. In June 2002, the Registrant and its subsidiaries filed a petition for bankruptcy in the U.S. Bankruptcy Court for the Southern District of Florida. At present, the Company has no business operations and is deemed to be a shell company. The Company had a change in control on July 8, 2013 as a result of the sale by our former principal shareholders, Richard Rubin, Thomas J. Craft, Jr. and Ivo Heiden, of their 324,000 shares of common stock, representing approximately 61.8% of the Company's outstanding common stock, to Dolomite Industries Ltd ("Dolomite"). In connection with the private sale of their shares of common stock to Dolomite on July 2, 2013, Messrs. Rubin and Heiden agreed to waive a total of $224,196 in liabilities owed to them at June 30, 2013. In connection with that change of control transaction, two former principal shareholders transferred and assigned all $195,000 of their two convertible notes to three unaffiliated third parties and one affiliated party. See also note 5. On June 12, 2017, the Board of Directors of the Registrant appointed Mr. Zohar Shpitz as Chief Financial Officer (CFO) of the Registrant. Mr. Shpitz was appointed as CFO in connection with the resignation of Mr. Ofer Naveh as the Registrant's CFO, effective June 19, 2017. On July 21, 2017, new management acquired, 22,477,843 or 97.7% of the issued common restricted shares. The Shares were issued upon the conversion by Dolomite, effective July 14, 2017, of principal and accrued interest owed by the Registrant to Dolomite evidenced by convertible notes and other short-term debt in the aggregate amount of $443,718, representing all of the liabilities of the Registrant at its fiscal year-ended June 30, 2017. The issuance of the Shares was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act") and Regulation S promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"). . The new management has developed a business plan which they anticipate implementing within the current fiscal year.

NOTE 2 - BASIS OF PRESENTATION

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). In the opinion of management, the accompanying audited financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. Stock Based Compensation: Stock-based awards to non-employees are accounted for using the fair value method in accordance with Accounting Standard Codification ("ASC") 505-50, Accounting for Stock-Based Compensation. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur. Fair Value of Financial Instruments : ASC 825, Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2017 and 2016. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values. Earnings per common share : Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of June 30, 2018 or 2017. Income Taxes : The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at June 30, 2018 and 2017. The Company has net operating losses of approximately $618,671 which begin to expire in 2028. Impact of recently issued accounting standards: The Financial Accounting Standards Board, or FASB, has issued Accounting Standards Update No. 2014-09, Revenue from contracts with Customers (Topic 606)

NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN	12 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 3 - GOING CONCERN	NOTE 3 – GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since adopting "fresh-start" accounting as of September 5, 2002, the Company has an accumulated deficit aggregating to $618,671 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2018, all of which raise substantial doubt about the Company's ability to continue as a going concern.

NOTE 4 - STOCKHOLDER DEFICIT

NOTE 4 - STOCKHOLDER DEFICIT	12 Months Ended
	Jun. 30, 2018
Equity [Abstract]
NOTE 4 - STOCKHOLDER DEFICIT	NOTE 4 – STOCKHOLDER DEFICIT Common Stock The articles of incorporation authorize the issuance of 100,000,000 shares of common stock, par value $0.0001. All issued shares of common stock are entitled to one vote per share of common stock. Preferred Stock The articles of incorporation authorize the issuance of 5,000,000 shares of preferred stock with a par value of $0.0001 per share. None are issued.

NOTE 5 - CONVERTIBLE NOTES

NOTE 5 - CONVERTIBLE NOTES	12 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
NOTE 5 - CONVERTIBLE NOTES	NOTE 5 – CONVERTIBLE NOTES In April 2010, we issued two convertible promissory notes in the amount of $97,500 to two shareholders, bearing interest at 12% per annum until paid or converted. Interest was payable upon the maturity date at December 31, 2013. The initial conversion rate of the notes had been $0.10 per share. The notes formalized a like amount due through the accretion of cash advances and the fair value of services provided without cost covering several years. In connection with the change of control transaction, two former principal shareholders transferred and assigned all $195,000 of their two convertible notes to three unaffiliated third parties, of which $159,500 of these convertible notes were subsequently transferred to Dolomite, two convertible notes each in the amount of $8,500 were transferred to two unaffiliated parties and one convertible note in the amount of $18,500 was transferred to a third unaffiliated party. On July 11, 2013, the annual interest rate for the $195,000 of convertible notes was adjusted from 12% to 1%. Interest is payable upon the maturity date at July 1, 2017. The conversion rate of all convertible notes, at that time, was $0.05 per share. In November 2015, Dolomite purchased the three unaffiliated party notes with principal amount of $35,500 including accrued interest at principal value. As of June 30, 2017, we have four convertible promissory notes outstanding all held by our control shareholder Dolomite totaling $195,000, bearing interest at the rate of 1% per annum until paid or converted. The notes were included in a global settlement and were repaid on July 21, 2018 through the issuance of restricted common stock. On September 12, 2013, we entered into a Loan Agreement with Dolomite under which we receive funding for general operating expenses from time-to-time as needed by the Company. The Dolomite Loan bears interest of 1% per annum and shall be due and payable on a date 366 days from the date of the loan. In accordance with ASC # 815, Accounting for Derivative Instruments and Hedging Activities, we evaluated the note holder's non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the Note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted as derivative financial instruments. Additionally, since the conversion price was below the current stock price a further evaluation needed to be performed for the existence of a beneficial conversion feature. In April 2010, when the convertible notes were originally issued the price of our stock was $3.99, such price would have created a beneficial conversion feature but as the Company is and has been so thinly traded during the last 3 years, the fair value of the stock price was deemed not to be a fair value for the conversion feature. Management decided that because the Company's ability to continue as a going concern was in question and that it has no revenue sources that the actual sale price was a better measure of fair market value. Based on that decision, no beneficial conversion feature was reflected in the financial statements.

NOTE 6 - RELATED PARTY TRANSACT

NOTE 6 - RELATED PARTY TRANSACTIONS	12 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
NOTE 6 - RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. Due to Related Party : Amounts due to related party consists of amounts related to our Loan Agreement with Dolomite, our controlling shareholder. As of June 30, 2017, total due to related party was $443,800, of which $195,000 relates to four convertible notes held by our controlling shareholder, $84,444 in accrued interest and $164,356 relates to advances from our control shareholder. Effective July 21, 2017, Dolomite sold, transferred and assigned a total of 22,477,843 restricted shares of the Registrant's common stock, par value $0.000 1 that it acquired upon the conversion of all liabilities owed by the Registrant to Dolomite, to four persons, none of whom were affiliated with the Registrant or with Dolomite. The 22,477,843 Shares represented in excess of 97% of the Registrant's total issued and outstanding Shares at July 21, 2017, on which date the Registrant had no liabilities whatsoever. During the year ended July 31, 2018, a related party paid $15,963, directly to vendors and loaned the Company an additional $3,000 for working capital. The advances are unsecured, non-interest bearing and do not have any repayment terms or conditions.

NOTE 7 - INCOME TAXES

NOTE 7 - INCOME TAXES	12 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
NOTE 7 - INCOME TAXES	NOTE 7– INCOME TAXES The Company’s net operating loss carryover of $618,671 as of June 30, 2018, will expire in 2038. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forward for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forward may be limited as to its use in future years. The Company’s tax returns for the years ended June 30, 2016 through June 30, 2018 are open for IRS audit. PEREGRINE INDUSTRIES, INC. Notes to Financial Statements For the Years Ended June 30, 2018 and 2017 On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21%, effective for tax years beginning after December 31, 2017. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, we revalued our ending net deferred tax assets at June 30, 2018, which were fully offset by a valuation allowance. Future tax benefits for these net operating loss carry-forwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2018 Net operating loss carry forward $ 13,448 Less: valuation allowance (13,448 ) Net deferred tax asset $ —

NOTE 2 - BASIS OF PRESENTATIO_2

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Use of Estimates:	Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Cash and Cash Equivalents:	Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.
Stock Based Compensation:	Stock Based Compensation: Stock-based awards to non-employees are accounted for using the fair value method in accordance with Accounting Standard Codification ("ASC") 505-50, Accounting for Stock-Based Compensation. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur.
Fair Value of Financial Instruments:	Fair Value of Financial Instruments : ASC 825, Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2017 and 2016. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values.
Earnings per common share:	Earnings per common share : Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of June 30, 2018 or 2017.
Income Taxes:	Income Taxes : The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at June 30, 2018 and 2017. The Company has net operating losses of approximately $618,671 which begin to expire in 2028.