Note 1 - Organization and Description of Business | Note 1 - Organization and Description of Business Perfect Solutions Group, Inc. was incorporated by Jeffrey DeNunzio on June 29, 2021 in the State of Nevada. Jeffrey DeNunzio’s role was limited to that of an Incorporator. On June 29, 2021, Jeffrey DeNunzio appointed Paul Moody as Chief Executive Officer, Chief Financial Officer, and Director of Perfect Solutions Group, Inc. On September 7, 2021, the Company filed restated articles of incorporation. On September 8, 2021, the Company entered into a “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were ALL-Q-TELL Corporation (“ALLQ” or “Predecessor”), Perfect Solutions Group, Inc. (“Successor”), and Perfect Solutions Merger Sub, Inc. (“Merger Sub”). Our director is, and was, the sole director/officer of each constituent corporation in the Reorganization. Perfect Solutions Group, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Perfect Solutions Group, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Perfect Solutions Group, Inc. became a wholly owned direct subsidiary of ALL-Q-TELL Corporation and Merger Sub became a wholly owned and direct subsidiary of Perfect Solutions Group, Inc. Pursuant to the above, on Septem ber 8, 2021, ALL-Q-TELL Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on September 15, 2021 at 4:00 PM EST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Perfect Solutions Group, Inc.’s (“Successors”) common stock. Perfect Solutions Group, Inc., as successor issuer to ALL-Q-TELL Corporation, continued to trade in the OTC MarketPlace under the ticker symbol “ALLQ” until FINRA issued a new ticker symbol for Perfect Solutions Group, Inc. into the marketplace, “PSGI”, on November 19, 2021. ALLQ’s CUSIP Number changed from 01664B100 to Perfect Solution Group’s CUSIP Number 71373M101 as obtained from Global Services on September 17, 2021 upon the effectiveness of the Corporate Action. On September 15, 2021, Perfect Solutions, Inc. completed a holding company merger with ALL-Q-Tell Corporation. All the former shareholders of ALL-Q-Tell Corporation became the shareholders of Perfect Solutions Group, Inc. with each shareholder holding an equivalent economic interest as they held in All-Q-Tell Corporation. CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, became the Company’s controlling shareholder, owning 10,000 shares of Series Z Preferred Stock. At the time, Series Z Preferred Stock had no conversion rights to any other class, and every vote of Series Z Preferred Stock had voting rights equal to 1,000,000 votes of Common Stock. On September 17, 2021, Perfect Solutions Group, Inc. was given a CUSIP number by CUSIP Global Services of 71373M101 and a ticker symbol PSGI. The announcement of our Predecessor’s corporate action was posted on the FINRA daily list on November 18, 2021. The Market Effective date was November 19, 2021. On March 18, 2022, the Company entered into a Share Purchase Agreement (the “Agreement”) by and among CRS Consulting, LLC (“CRS”), and White Knight Co., Ltd., a Japan Company (“WKC”), pursuant to which, on March 21, 2022, (“Closing Date”), CRS sold 10,000 shares of the Company’s Series Z Preferred Stock, representing approximately 94.58% voting control of the Company; 10,000 shares of Series Z Preferred Stock were transferred to WKC. WKC paid consideration of $60 for every share of Preferred Series Z Stock acquired (the “Purchase Price”). The consummation of the transaction contemplated by the Agreement resulted in a change in control of the Company, with WKC becoming the Company’s largest controlling stockholder. On the Closing Date, March 21, 2022, Mr. Paul Moody resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer. In addition, Mr. Moody resigned as Director on the Closing Date and his resignation was effective upon the 10th day after the mailing of the Company’s information statement on Schedule 14f-1 to the Company’s stockholders. On the Closing Date, Mr. Koichi Ishizuka was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. The resignation of Mr. Moody was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. There is no arrangement or understanding among the newly appointed officers and directors or any other person pursuant to which they were appointed as a director and officer of the Company. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of October 31, 2022, the Company had not yet commenced any operations. The Company has elected July 31st as its year end. |