Peregrine Industries (PGID) 10-Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2024

Commission file number: 0-27511

PEREGRINE INDUSTRIES, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Florida	65-0611007
(State of Incorporation)	(I.R.S. Employer Identification No.)
4525 W. Reno Avenue, Suite A5 Las Vegas, Nevada	89118
(Address of Principal Executive Offices)	(ZIP Code)

Registrant’s Telephone Number, Including Area Code: (702) 888 1798

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.

Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated Filer	☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☒

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. ☒

On January 31, 2024 the Registrant, PGID, had 252,124,221 shares of common stock outstanding.

TABLE OF CONTENTS

Item	Description	Page
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS.	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	5
ITEM 4.	CONTROLS AND PROCEDURES.	5
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	6
ITEM 1A.	RISK FACTORS.	6
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	6
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.	6
ITEM 4.	MINE SAFETY DISCLOSURE.	6
ITEM 5.	OTHER INFORMATION.	6
ITEM 6.	EXHIBITS.	7

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS 

Condensed Balance Sheets (unaudited) – January 31, 2024 and (audited) July 31, 2023	F-1
Condensed Statements of Operations (unaudited)– Six  Months Ended January 31, 2024 and 2023	F-2
Condensed Statements of Shareholder Equity (unaudited) –Six  and Three Months January 31, 2024 and 2023	F-3
Condensed Statements of Cash Flows (unaudited) – Six  Months Ended January  31, 2024 and 2023	F-4
Notes to Interim Financial Statements (unaudited)	F-5

3

Peregrine Industries, Inc.
Balance Sheets
(unaudited)
	January 31			July 31
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	299,990		$	397,465
Accounts receivable		15,208			18,116
Inventory		600,565			601,105
Prepaid expenses and other current assets		6,516			4,248
Total current assets		922,279			1,020,934
Long term assets
Patents - cost		263,607			262,007
Right of use asset		4,668			12,314
Total long term assets		268,275			274,321
Total assets	$	1,190,554		$	1,295,255
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses		2,110		$	2,604
Current portion of lease liability		3,119			12,614
Current portion of long term loan		5,418			3,612
Total current liabilities		10,647			18,830
Long term liabilities
SBA loan		119,946			113,088
Total long term liabilities		119,946			113,088
Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 authorized;
none issued and outstanding as of January 31, 2024 and July 31, 2023, respectively		-			-
Common stock, $0.0001 par value; 500,000,000 shares authorized; 252,124,221
shares issued and outstanding as of January 31, 2024 and July 31, 2023		25,212			25,212
Additional paid in capital		5,966,279			5,966,279
Accumulated deficit		(4,931,530	)		(4,828,154	)
Total stockholders' equity		1,059,960			1,163,337
Total liabilities and stockholders' equity	$	1,190,554		$	1,295,255

(see accompanying notes which are an integral part of these unaudited financial statements)

F-1

Peregrine Industries, Inc.
Statement of Operations
(unaudited)
	For the Three Months Ended						For the Six Months Ended
	January 31						January 31
	2024			2023			2024			2023
				(restated)						(restated)
Revenue, net	$	3,880		$	5,324		$	9,313		$	10,477
		3,880			5,324			9,313			10,477
Cost of sales
Product cost		478			453			1,779			1,330
Cost of sales		478			453			1,779			1,330
Gross profit		3,402			4,871			7,534			9,147
Operating expenses
Amortization and inventory impairment		-			4,563			-			51,919
General and administrative expenses		31,340			25,432			71,460			78,862
Salary and payroll costs		18,178			19,509			39,450			38,195
Total operating expenses		49,518			49,504			110,910			168,975
Loss from operations		(46,116	)		(44,633	)		(103,376	)		(159,828	)
Other expense
Patent impairment		-			-			-			(3,725	)
Total other expense		-			-			-			(3,725	)
Net loss for the three and six months	$	(46,116	)		(44,633	)	$	(103,376	)	$	(163,553	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
Basic and diluted		252,124,200			251,024,200			252,124,200			251,252,461

(see accompanying notes which are an integral part of these unaudited financial statements)

F-2

Statements of Stockholders' Equity
For the Three and Six Months Ended January 31, 2024 and 2023
(unaudited)
	Common Shares		Par Value		Additional Paid in Capital		Accumulated Deficit			Total Equity
Balances, July 31, 2023		252,124,221	$	25,212	$	5,966,279	$	(4,828,154	)	$	1,163,337
Loss for the six months		-		-		-		(103,376	)		(103,376	)
Balances, January 31, 2024		252,124,221	$	25,212	$	5,966,279	$	(4,931,530	)	$	1,059,960
Balances, July 31. 2022		251,024,200	$	25,102	$	5,941,389	$	(4,434,068	)	$	1,532,423
Common shares issued for cash		1,000,000		100		9,900		-			10,000
Loss for the six months		-		-		-		(163,553	)		(163,553	)
Balances, January 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869
Balances, October 31, 2023		252,124,221	$	25,212	$	5,966,279	$	(4,885,414	)	$	1,106,077
Loss for the three months		-		-		-		(46,116	)		(46,116	)
Balances, January 31, 2024		252,124,221	$	25,212	$	5,966,279	$	(4,931,530	)	$	1,059,960
Balances, October 31, 2022		251,024,200	$	25,102	$	5,941,389	$	(4,552,989	)	$	1,413,502
Common shares issued for cash		1,000,000		100	$	9,900		-			10,000
Loss for the three months		-		-		-		(44,633	)		(44,633	)
Balances, January 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869

(see accompanying notes which are an integral part of these unaudited financial statements)

F-3

Statements of Cash Flow
(unaudited)
	For the Six Months Ended
	January 31
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(103,376	)	$	(163,553	)
Adjustments to reconcile net income (loss) to cash provided by (used in
operating activities
Inventory impairment		-			47,356
Patent impairment		-			3,725
Depreciation		-			4,563
Amortization of right of use asset		7,646
Changes in operating assets and liabilities
Decrease (increase) in inventory		540			933
Decrease in accounts receivable		2,908			3,269
Increase in prepaid expenses and other current assets		(2,268	)		4,696
Increase in accounts payable and accrued expenses		(494	)		(731	)
Decrease in Operating lease liabilities		(9,495	)		1,729
Cash provided by (used in) operating activities		(104,539	)		(98,013	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used to acquire patents		(1,600	)		(6,815	)
Cash used in investing activities		(1,600	)		(6,815	)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common shares for cash		-			10,000
Cash provided from financing activities		-			10,000
NET (DECREASE) INCREASE IN CASH		(106,139	)		(94,828	)
Cash at beginning of period		397,465			572,972
Cash at end of period	$	299,990		$	478,144

(see accompanying notes which are an integral part of these unaudited financial statements)

F-4

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 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 and one affiliated party. See also note 3. 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 new management is developing a business plan which they anticipate implementing within the current fiscal year.

On September 3, 2021, through our wholly owned subsidiary Mace Merger, Corp., Mace, Corporation was merged into our Company, through the issuance to each shareholders of one share of Peregrine, Industries for each four share of Mace, Corporation which they held. A total of 250,000,000 were issued. The 22,477,843 shares held, by the new management, per the above paragraph, were returned to the Company for cancelation.

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The accompanying unaudited interim financial statements of Peregrine Industries, 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, and should be read in conjunction with the audited financial statements and notes thereto for the year ended July 31, 2023 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on October 27, 2023.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein.  The results of operations for this interim period are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the period ended July 31, 2023 as reported in the Company’s Form 10K, have been omitted.

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.

F-5

 Land and Building

On October 28, 2021, Mace Corporation completed the sale of its land and building, located at 9171 W Flamingo Rd., Las Vegas, Nevada.  Net proceeds of $632,629, resulting from the sale price of $679,000, were held in escrow and received by the Company on November 2, 2021.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. Accounts receivable as of January 31, 2024, and July 31, 2023 were $15,208 and $18,116, respectively. An allowance for doubtful accounts will be provided for those accounts receivable considered to be uncollectable based on historical experience and management’s evaluation of outstanding accounts receivable at the end of the period. Management has reviewed the current accounts receivable and has concluded that no allowance was necessary as of January 31, 2024 and July 31, 2023.  Bad debts, when identified, will be written off against the allowance.

Inventory

As at January 31, 2024 and July 31, 2023, respectively, the Company had $600,565 and $601,105 worth of inventory, stated at the lower of cost or market, valued on an average cost basis. The inventory is reviewed at least quarterly and adjusted for discrepancies. Managements’ evaluation was that impairment of $47,356 was required on October 31, 2022, and an additional $134,315 during the three months ended April 30, 2023.  No additional impairment was deemed necessary at January 31, 2024.

Prepaid Expenses

Prepaid expenses, totaling $6,516 and $4,248 at January 31, 2024 and July 31, 2023 respectively consist of cash paid in advance for services to be provided.

Production Molds

The building of production molds is outsourced to specialists and is recorded at the total cost to acquire each. The molds are built to specifications that include the number of parts anticipated to be produced. The cost of the mold is depreciated on a straight line basis over 5 years. Cost of repairs and maintenance will be expensed as incurred. The value of each mold is reviewed quarterly and will be impaired, when necessary, based on managements’ valuation of the molds continuing viability. Depreciation of $359,040 has been recorded through January 31, 2023. Because the molds were fully depreciated no depreciation was recorded for six months ended January 31, 2024 compared to $4,563 for the six months ended 31, 2023.

Patents

Patent costs consist of the legal fees paid to prepare, file and process the patent applications. Patents will be amortized, utilizing the straight line method, over the useful life of the patent and will be reviewed quarterly to determine if impairment is required. Research and development costs are not included in the cost of patents, and, are expensed as incurred.  Our company paid $1600 new patent fees during the six months ended January 31, 2024 compared to $6,815 new patent fees during the six months ended January 31, 2023 and determined that $3,725 be impaired during the six months ended January 31, 2023 compared with no impairment during the six months ended January 31, 2024.

F-6

Income taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of January 31, 2024, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. As of January 31, 2024 no income tax expense has been incurred.

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. The Company has accumulated losses aggregating $4,931,530 and $4,828,154 as of January 31, 2024, and July 31, 2023, respectively.  During the six months ended January 31, 2024, the Company recorded a loss of $103,376 compared to a net loss of $163,553 for the six months ended January 31, 2023. The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company is taking appropriate action to provide the necessary capital to continue its operations. These steps include, but are not limited to; 1) implementation of a new business plan; 2) focus on sales to minimize the need for capital at this stage; 3) raising equity financing; 4) continuous focus on reductions in cost where possible.

F-7

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Leases

Prior to April 1, 2022, our office was located in 9171 W Flamingo Rd, Las Vegas. We sold the property on October 28, 2021 and subsequently signed a lease agreement for the same building for approximately 8 months from October 28, 2021 to June 30, 2022.  No ASC Topic 842 was implemented under this agreement since it’s under 1 year. Effective April 1, 2022, we moved to 4525 W Reno Avenue, Las Vegas under a 24-month rental agreement covering April 1, 2022 through March 31, 2024, with an initial monthly rental rate of $1,525 in the first year increasing to a monthly rate of $1,600 in second year. At January 31, 2024, in accordance with ASC Topic 842, we recognized a right of use (“ROU”) asset of $4,668 and an operating lease liability of $3,119. The lease liability is determined by discounting the future lease payments under the lease terms and applying a 5% per annum discount rate to determine the current lease liability.

Supplemental balance sheet information related to operating leases is as follows:

	January 31, 2024
Right-of-use assets	$	4,668
Total	$	4,668
Operating lease liabilities, current	$	3,119
Operating lease liabilities, non-current	$	-
Total operating lease liabilities	$	3,119
Operating lease cost	$	7,751
Total lease cost	$	7,751
Weighted average discount rate		5.00	%
Weighted average remaining lease terms (years)		0.08
Future minimum lease payment
2 months ending March 1, 2024	$	3,200
Total	$	3,200
Imputed interest	$	(146	)
Total lease liabilities	$	3,054

U.S. Small Business Administration Loan and Agreement

On February 19, 2022 the U.S. Small Business Administration authorized a secured loan, in the amount of $116,800, to Mace Corporation.   The loan balance, bearing interest of 3.75%, with payments of $602 per month beginning 24 months after the aforementioned date, will be due and payable in 30 years.

F-8

NOTE 5 – STOCKHOLDERS’ DEFICIT:

Common Stock

The articles of incorporation authorize the issuance of 500,000,000 shares of common stock, par value $0.0001. All issued shares of common stock are entitled to one vote per share of common stock.  Effective July 31, 2021, the Company issued 250,000,000 common restricted shares to the Mace shareholders to acquire 100% of the Mace Corporation.  The Company’s controlling shareholders, simultaneously, returned, for cancellation, their 22,477,843 common shares.

During December 2022, the Company sold 1,000,000 of its common restricted shares, for $10,000 cash, or $0.01 per share and also issued, for compensation, 100,000 common restricted shares recorded at a cost of $0.15 per share.

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 6 – SUBSEQUENT EVENTS:

Subsequent to January 31, 2024 and through the date when this report was completed, the Company has evaluated subsequent events through the date the financial statements were issued and has not identified any reportable events.

F-9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Some of the statements contained in this quarterly report of Peregrine Industries, Inc. (hereinafter the “Company”, “We” or the “Registrant”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Recent Developments

On July 17, 2017, Peregrine Industries, Inc., issued a total of 22,477,843 of its restricted common shares, par value $0.0001, to Dolomite Holdings Ltd., the corporate parent and principal shareholder of the Registrant. 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 $443,800, 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 and Regulation S promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

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 $0.0001, 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 one remaining liability of $1,024.

On July 30, 2021, through our wholly owned subsidiary Mace Merger, Corp., Mace, Corporation was merged into our Company, through the issuance to each shareholders of one share of Peregrine, Industries for each four share of Mace, Corporation which they held. A total of 250,000,000 were issued. The 22,477,843 shares held per the above paragraph were returned to the Company for cancelation.

Overview

Although our activities have been related to seeking new business opportunities, new management is developing a business plan, based on the manufacture and sale of its products, in addition to those possessed by the target acquisition, designed for use by babies, which it intends to implement within the current fiscal year.

4

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged in a variety of activities, including developing its business plan. As a result, the Company incurred accumulated net losses through January 31, 2024 of $4,931,530 compared to $4,828,154 on July 31, 2023.

Results of Operations during the 6 month period ended January 31, 2024 as compared to the 6 month period ended July 31, 2023.

During the six months ended, January 31, 2024, the Company generated revenue, of $9,313 from the sale of its baby products compared to $$10,477 during the six months ended January 31, 2023.   During the same period gross margin for the six months ended January 31, 2024 was $7,534 compared to $9,147 for the six months ended January 31, 2023. Overhead during the same six month period was $110,910, compared to $168,975, including $51,919 depreciation and inventory impairment, for the previous year’s six months. The land and building occupied by the Companies administrative offices was sold on October 30, 2021 for $679,000 resulting in a cash receipt $632,629 on November 1, 2021 and a profit of $198,204.

Liquidity and Capital Resources

On January 31, 2024 we had $299,990 cash on hand, compared to cash on hand of $397,465 at July 31, 2023, both of which included $632,629 received on November 1, 2021 as proceeds from the sale of the building.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

As of January 31, 2024 the Company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective as at January 31, 2024. Management has identified corrective actions for the weakness and will periodically re-evaluate the need to add personnel and implement improved review procedures during the fiscal year ended July 31, 2024.

Changes in internal controls.

During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

5

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2023 which could materially affect our business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

None.

ITEM 5. OTHER INFORMATION

None.

6

ITEM 6. EXHIBITS

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exh. No.	Description
31.1	Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

7

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

PEREGRINE INDUSTRIES INC.

By:	/s/ Miaohong Hanson
	Miaohong Hanson
	Chief Executive Officer and Chairman
	(Principal Executive Officer)

Date: March 14, 2024

8