Notes to Financial Statements | 12 Months Ended |
Jun. 30, 2013 |
Notes to Financial Statements | |
Note 1. Basis of Presentation | Note 1. Basis of Presentation |
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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. |
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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. |
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Accounting Policies |
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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. |
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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. |
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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. |
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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, 2013. 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. |
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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, 2013 or 2012. |
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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. |
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In 2006, the FASB issued FIN 48, currently prescribed in FASB ASC 740, which 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. Tax years subsequent to 2006 remain open to examination by U.S. federal and state tax jurisdictions. |
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Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at June 30, 2013 and June 30, 2012. The Company has net operating losses of about $650,000 which begin to expire in 2022. |
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Reclassification: Certain amounts in the prior period cash flows have been reclassified to conform to the current period presentation. These reclassifications had no effect on net change in cash. |
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Impact of recently issued accounting standards |
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There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position. |
Note 2. Going Concern | Note 2. Going Concern |
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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 accumulated losses aggregating to $650,205 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2013, all of which raise substantial doubt about the Company's ability to continue as a going concern. |
Note 3. Stockholders' Equity | Note 3. Stockholders' Deficit |
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Common Stock |
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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. |
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Preferred Stock |
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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 |
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Stock Based Compensation |
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There were no grants of employee or non-employee stock or options in either fiscal period ended June 30, 2013 or 2012. |
Note 4. Convertible Notes - Shareholders | Note 4. Convertible Notes-Shareholders |
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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 is 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. On May 8, 2013, the Company's board of directors authorized and approved the adjustment of the conversion price of the notes from $0.10 per share to $0.05 per share. In connection with the change of control transaction, two former principal shareholders transferred and assigned all $195,000 of the two convertible notes to three unaffiliated third parties. Subsequently, a total of $159,500 of these convertible notes were transferred to GreenStone. On July 11, 2013, the interest rate for the convertible notes in the aggregate amount of $195,000 was adjusted to 1% per annum. |
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In accordance Accounting Standard Codification ( “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. |
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At April 2010, when the convertible notes were 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 the conversion feature. Management decided that because the Company ability to continue as a going concern was in question and that it has no revenue sources that a conversion price of $0.10 was a better measure of fair market value. Based on that decision, no beneficial conversion feature was reflected in the financial statements. |
Note 5. Related Party Transactions | Note 5. Related Party Transactions |
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Fair value of services: |
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During the year ended June 30, 2013, our CEO provided services to the Company, which services were accrued and valued at $2,000 in month. The total of these accrued expenses was $24,000 for the year 2013 and 2012 and is reflected in the statement of operations as general and administrative expenses. |
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During the year ended June 30, 2013, the Company’s non-executive director who was appointed to the board of directors on December 7, 2009, was entitled to receive compensation of $1,000 per quarter for a total of $4,000 during years ended June 30, 2013 and 2012, respectively. |
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An entity affiliated by common management to the Company provided securities compliance services related to SEC filing services valued at $25,500 during 2013 and $24,000 during 2012. This amount was also reflected in the statement of operations as general and administrative expenses. |
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The Company leases office space at a rate of $1,000 per month from an entity controlled by our board members. |
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Due to Related Parties: |
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Amounts due related parties consist of: |
- Expenses incurred in meeting ongoing disclosure and reporting requirements are accrued and payable to the principal shareholders and officers |
- the fair value of services of management provided to the Company |
- and the fair value of services provided by an entity affiliated by common management |
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Such items due totaled $419,196 at June 30, 2013 and $340,500 at June 30, 2012, of which $195,000 of these amounts were presented as convertible notes in the accompanying balance sheets as of June 30, 2013 and 2012. |
In July 2013, the advances from related parties were waived and the convertible notes were transferred as part of a change in control. See Note 7 – Subsequent Events. |
Note 6. Commitments and Contingencies | Note 6. Commitments and Contingencies |
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There are no pending or threatened legal proceedings as of June 30, 2013. The Company has no non-cancellable operating leases. |
Note 7.Subsequent Events | Note 7. Subsequent Events |
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Subsequent to our fiscal year ended June 30, 2013, 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 GreenStone Industries Ltd. In addition, in contemplation of the private sale of the 324,000 shares to GreenStone, on July 2, 2013, Messrs. Rubin and Heiden agreed to waive liabilities owed to them, which totaled $224,196 at June 30, 2013. In connection with the change of control transaction, two former principal shareholders transferred and assigned all $195,000 of the two convertible notes to three unaffiliated third parties, of which $159,500 of these convertible notes were subsequently transferred to GreenStone. On July 11, 2013, the interest rate for all $195,000 of the convertible notes was adjusted to 1%. On July 22 2013, the Board of Directors appointed Yair Fudim, GreenStone's Chairman, as Chairman of the Company's Board of Directors and CEO of the Company and appointed Ofer Naveh, GreenStone's CFO, as CFO of the Company. On the same date, Richard Rubin resigned as CEO and CFO of the Company. At the date of this report, the Company's Board of Directors consists of three (3) persons: Yair Fudim, Richard Rubin and Ivo Heiden. On September 12, 2013, GreenStone agreed to loan the Company the sum of $100,000 pursuant to a one-year loan agreement bearing interest at 1% per annum. The purpose of the loan is to fund the Company's operating expenses, including professional legal and accounting fees, from time-to-time as needed by the Company. As of filing date, the Company had received $8,791 in relation to this loan. |