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~~April 3130, 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
4525 W. Reno Avenue, Suite A2-A4 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~~April 3130, 2024 the Registrant, PGID, had 252,~~124~~184,221 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

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Condensed Balance Sheets (unaudited) – January 31, 2024 and (audited) July 31, 2023		F-1
Condensed Balance Sheets (unaudited) – April 30, 2024 and (unaudited) July 31, 2023		F-1
Condensed Statements of Operations (unaudited)– Six Months Ended January 31, 2024 and 2023		F-2
Condensed Statements of Operations (unaudited)– Nine and Three Months Ended April 30, 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 Shareholder Equity (unaudited) –Nine and Three Months April 30, 2024 and 2023		F-3
Condensed Statements of Cash Flows (unaudited) – Six Months Ended January 31, 2024 and 2023		F-4
Condensed Statements of Cash Flows (unaudited) – Nine Months Ended April 30, 2024 and 2023		F-4
Notes to Interim Financial Statements (unaudited)		F-5

Table of Contents

Peregrine Industries, Inc.
Balance Sheets
(unaudited)
	January 31			July 31
	April 30			July 31
	2024			2023
Assets
Current assets
Cash and cash equivalents	$	~~299~~258,~~990~~136		$	397,465
Accounts receivable		15,208			18,116
Accounts receivable - net		-			18,116
Inventory		600,~~565~~371			601,105
Prepaid expenses and other current assets		63,~~516~~442			4,248
Total current assets		~~922~~861,~~279~~949			1,020,934
Long term assets
Patents - cost		~~263~~268,~~607~~976			262,007
Right of use asset		~~4,668~~-			12,314
Total long term assets		268,~~275~~976			274,321
Total assets	$	1,~~190~~130,~~554~~925		$	1,295,255
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses		26,~~110~~438		$	2,604
Current portion of lease liability		~~3,119~~-			12,614
Current portion of long term loan		~~5,418~~-			3,612
Total current liabilities		106,~~647~~438			18,830
Long term liabilities
SBA loan		~~119~~126,~~946~~204			113,088
Total long term liabilities		~~119~~126,~~946~~204			113,088
Stockholders' equity
Preferred stock, $0.0001 par value; 5,000,000 authorized;
Preferred stock, $0.0001 par value; 5,000,000 authorized; none issued and outstanding as of April 30, 2024 and July 31, 2023 , respectively		-			-
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; 252,184,221 shares issued and outstanding as of April 30, 2024 and 252,124,221 July 31, 2023		25,218			25,212
Common stock, $0.0001 par value; 500,000,000 shares authorized; 252,124,221
Additional paid in capital		5,975,273			5,966,279
shares issued and outstanding as of January 31, 2024 and July 31, 2023		25,212			25,212
Accumulated deficit		(5,002,208	)		(4,828,154	)
Additional paid in capital		5,966,279			5,966,279
Total stockholders' equity		998,283			1,163,337
Accumulated deficit		(4,931,530	)		(4,828,154	)
Total liabilities and stockholders' equity	$	1,130,925		$	1,295,255
Total stockholders' equity		1,059,960			1,163,337
(see accompanying notes which are an integral part of these unaudited financial statements)
Total liabilities and stockholders' equity	$	1,190,554		$	1,295,255

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

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Peregrine Industries, Inc.
Statement of Operations
Statements of Operations
(unaudited)
	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	January 31						January 31
	April 30						April 30
	2024			2023			2024			2023
				(restated)						(restated)
Revenue, net	$	32,~~880~~616		$	51,~~324~~706		$	911,~~313~~055		$	1012,~~477~~183
		3,880			5,324			9,313			10,477
Revenues		2,616			1,706			11,055			12,183
Cost of sales		194			1,638			1,099			2,968
Product cost		478			453			1,779			1,330
Cost of sales		194			1,638			1,099			2,968
Cost of sales		478			453			1,779			1,330
Gross profit		2,422			68			9,956			9,215
Gross profit		3,402			4,871			7,534			9,147
Operating expenses
Amortization and inventory impairment		-			4129,~~563~~507			-			51185,~~919~~151
General and administrative expenses		3141,~~340~~907			2530,~~432~~919			71113,~~460~~367			78109,~~862~~781
Salary and payroll costs		1831,~~178~~194			1920,~~509~~597			3970,~~450~~644			3858,~~195~~792
Total operating expenses		4973,~~518~~100			49181,~~504~~023			~~110~~184,~~910~~010			~~168~~353,~~975~~724
Loss from operations		(4670,~~116~~678	)		(44180,~~633~~955	)		(~~103~~174,~~376~~054	)		(~~159~~344,~~828~~509	)
Other expense
Net loss for the three and nine months	$	(70,678	)	$	(180,955	)	$	(174,054	)	$	(344,509	)
Patent impairment		-			-			-			(3,725	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)		(0.00	)
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~~152,~~200~~867			~~251~~252,024,200			~~252~~291,~~124~~700,~~200~~553			251,~~252~~504,~~461~~053
(see accompanying notes which are an integral part of these unaudited financial statements)

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

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Peregrine Industries, Inc.
Statements of Stockholders' Equity
For the Three and Six Months Ended January 31, 2024 and 2023
For the Nine and Three Months Ended April 30, 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	)
Net loss for the nine months		-		-		-		(174,054	)		(174,054	)
Balances, January 31, 2024		252,124,221	$	25,212	$	5,966,279	$	(4,931,530	)	$	1,059,960
Common shares issued for services		60,000		6		8,994		-			9,000
Balances, April 30, 2024		252,184,221	$	25,218	$	5,975,273	$	(5,002,208	)	$	998,283
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	)
Net loss for the nine months		-		-		-		(344,509	)		(344,509	)
Balances, January 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869
Balances, April 30, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,778,578	)	$	1,197,913
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
Net loss for the three months								(70,678	)		(70,678	)
Common shares issued for cash		1,000,000		100	$	9,900		-			10,000
Common shares issued for services		60,000		6		8,994		-			9,000
Loss for the three months		-		-		-		(44,633	)		(44,633	)
Balances, April 30, 2024		252,184,221	$	25,218	$	5,975,273	$	(5,002,208	)	$	998,283
Balances, January 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869
Balances, Janusry 31, 2023		252,024,200	$	25,202	$	5,951,289	$	(4,597,622	)	$	1,378,869
Net loss for the three months		-		-		-		(180,956	)		(180,956	)
Balances, April 30, 2023		252,024,200		25,202		5,951,289		(4,778,578	)		1,197,913
(see accompanying notes which are an integral part of these unaudited financial statements)

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

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Peregrine Industries Inc.
Statements of Cash Flow
(unaudited)
	For the Six Months Ended
	For the Nine Months Ended
	January 31
	April 30
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(103,376	)	$	(163,553	)
Net loss	$	(174,054	)	$	(163,553	)
Adjustments to reconcile net income (loss) to cash provided by (used in
Adjustments to reconcile net loss to cash used in operating activities
operating activities
Common shares issued for services		9,000			-
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 inventory		734			933
Decrease in accounts receivable		218,~~908~~116			3,269
Increase in prepaid expenses and other current assets		~~(2,268~~806	)		4,696
Increase in accounts payable and accrued expenses		(494	)		(731	)
Increase (decrease) in accounts payable and accrued expenses		3,834			(731	)
Decrease in Operating lease liabilities		(9,495	)		1,729
(Decrease) increase in operating lease liabilities		(300	)		1,729
Cash provided by (used in) operating activities		(104,539	)		(98,013	)
Cash used in operating activities		(141,864	)		(98,013	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash used to acquire patents		(1,600	)		(6,815	)
Purchase of patents		(6,970	)		(6,815	)
Cash used in investing activities		(16,~~600~~970	)		(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	)
NET DECREASE IN CASH		(148,833	)		(94,828	)
Cash at beginning of period		397,465			572,972
Cash at end of period	$	~~299~~258,~~990~~136		$	478,144
(see accompanying notes which are an integral part of these unaudited financial statements)

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

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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~~shares 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~~These ~~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 (“U.S. GAAP”)and the rules and regulations of the Securities and Exchange Commission(“SEC”), 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 USU.S. 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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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~~April 3130, 2024, and July 31, 2023 were $~~15,208~~0.00 and $18,116, respectively. An allowance for doubtful accounts ~~will~~has bebeen 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 noan allowance of $15,192 was ~~necessary~~appropriate as of ~~January 31~~April, ~~2024~~30 ~~and July 31, 2023~~2024. Bad debts, when identified, will be written off against the allowance.

Revenue Recognition

The Company recognizes revenue from the sale of its products designed for infants. The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers ("ASC 606"), which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. At April 30, 2024, the Company did not have a concentration of customers; there are no accounts receivable that resulted from sales recorded for the nine months ended on April 30, 2024 and July 31, 2023, respectively.

There are no contracts or performance obligations with any customer.

Inventory

As at ~~January~~April 3130, 2024 and July 31, 2023, respectively, the Company had $600,~~565~~371 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~~April 3130, 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 ~~the~~production molds were fully depreciated noat ~~depreciation~~April ~~was recorded for six months ended January 31~~30, 2024 compared to depreciation of$4,563 for the ~~six~~nine months ended 31April 30, 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.

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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 are 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. Patent costs at April 30, 2024 and July 31, 2023 were$268,976 and $262,007, respectively. There was $0 and $11,568 impairment of patents for the nine months ended April 30, 2024 and April 30, 2023, respectively.

Income taxes

The Company ~~follows~~accounts for 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~~April 3130, 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. AsFor ofthe ~~January~~nine 31months ended April 30, 2024 no income tax expense has been incurred. The Company has adopted ASC 326: Measurement of Credit Losses on Financial Instruments ("ASC 326"). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL") methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, such as accounts receivable. The adoption did not have a martial impact on the Company's financial statements.

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 $45,~~931~~002,~~530~~208 and $4,828,154 as of ~~January~~April 3130, 2024, and July 31, 2023, respectively. During the ~~six~~nine months ended ~~January~~April 3130, 2024, the Company recorded a loss of $~~103~~184,~~376~~010 compared to a net loss of $~~163~~353,~~553~~724 for the ~~six~~nine months ended ~~January~~April 3130, 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.

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NOTE 4 – COMMITMENTS AND ~~CONTINGENCIES~~ CONTINGIES

Leases

~~Prior~~The toCompany ~~April~~leased ~~1, 2022, our~~ office ~~was~~space ~~located~~under ina ~~9171~~long-term Woperating ~~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~~a ~~28,~~third ~~2021~~party tothrough ~~June~~March 3031, ~~2022~~2024. NoMonthly ~~ASC~~rent ~~Topic~~during ~~842~~the ~~was~~nine ~~implemented~~months ~~under~~ended ~~this agreement since it’s under 1 year. Effective~~ April 130, ~~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~~was ~~an initial monthly rental rate of~~ $1,~~525~~600 inper ~~the~~month. ~~first~~Subsequent ~~year increasing~~ to athe ~~monthly~~maturity ~~rate~~ of ~~$1,600~~that inlease ~~second~~the ~~year.~~Company ~~At January~~entered ~~31,~~into ~~2024~~an agreement, ~~in accordance~~ with ~~ASC Topic 842, we recognized~~ a ~~right~~related ~~of use (“ROU”) asset of $4~~party,~~668~~ ~~and~~to anshare ~~operating~~their ~~lease~~office ~~liability of $3~~space,~~119.~~ ~~The~~at ~~lease~~no ~~liability~~cost ~~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~~Peregrine.

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. The SBA has extended the commencement of payments until August 1, 2024.

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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.

On March 18, 2024 the Company issued, to a service provider, 60,000 common restricted shares, recorded at an average 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~~April 3130, 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.

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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.

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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~~April 3130, 2024 of $45,~~931~~002,~~530~~208 compared to $4,828,154 on July 31, 2023.

Results of Operations during the 69 month period ended ~~January~~April 3130, 2024 as compared to the 69 month period ended ~~July~~April 3130, 2023.

During the ~~six~~nine months ended, ~~January~~April 3130, 2024, the Company generated revenue, of $911,~~313~~055 from the sale of its baby products compared to $~~$10~~12,~~477~~183 during the ~~six~~nine months ended ~~January~~April 3130, 2023. During the same period, gross margin for the ~~six~~nine months ended ~~January~~April 3130, 2024 was $79,~~534~~956 compared to $9,~~147~~215 for the ~~six~~nine months ended ~~January~~April 3130, 2023. Overhead during the same ~~six~~nine month period was $~~110~~184,~~910~~010, compared to $~~168~~353,~~975,~~724 ~~including~~which included $51185,~~919~~151 ~~depreciation~~inventory and ~~inventory~~patent impairment net of $8,833 inventory recovery during for the previous year’s ~~six~~nine 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~~April 3130, 2024 we had $~~299~~258,~~990~~136 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~~April 3130, 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~~April 3130, 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.

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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.

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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).

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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~~ July 25, 2024

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