10-Q

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 December 31, 2017

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.)
3854 Schiff Dr. Las Vegas NV 99103	10005
(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 ¨ Accelerated filer ¨ Non-Accelerated filer ¨ Smaller reporting company ☒ Emerging growth company ☒

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 29, 2018, the Registrant had 23,002,043 shares of common stock outstanding.

1 

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.		9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.		10
ITEM 4.	CONTROLS AND PROCEDURES.		11
	PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.		11
ITEM 1A.	RISK FACTORS.		11
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.		11
ITEM 3.	DEFAULT UPON SENIOR SECURITIES.		11
ITEM 4.	MINE SAFETY DISCLOSURE.		11
ITEM 5.	OTHER INFORMATION.		12
ITEM 6.	EXHIBITS.		12

2 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS 

Balance Sheets – December 31, 2017 (Unaudited) and June 30, 2017	4
Statements of Operations - Six Months Ended December 31, 2017 and 2016 (Unaudited)	5
Statements of Cash Flows -Six Months Ended December 31, 2017 and 2016 (Unaudited)	6
Notes to Unaudited Interim Financial Statements	7

3 

Peregrine Industries, Inc.
Balance Sheets
(unaudited)
		December 31,			June 30,
		2017			2017
ASSETS
Current assets
Prepaid expense	$	1,500		$	—
Total current assets		1,500			—
Total assets	$	1,500		$	—
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	3,224		$	1,024
Accrued interest - related party		—			84,444
Loan - related party		4,000			164,356
Convertible note - control shareholders		—			195,000
Total current liabilities		7,224			444,824
Stockholders' deficit
Preferred stock, $0.0001 par value;  5,000,000  authorized;
none issued and outstanding as of December 31, and June 30, 2017		—			—
Common stock, $0.0001 par value; 100,000,000  authorized;
23,002,043 and 524,200 issued and outstanding as of
December 31, and June 30, 2017		2,300			52
Additional paid-in capital		599,384			157,832
Accumulated deficit		(607,408	)		(602,708	)
Total stockholders' deficit		(5,724	)		(444,824	)
Total liabilities and stockholders' deficit	$	1,500		$	—
(see accompanying notes to unaudited financial statements)

4 

Peregrine Industries, Inc.
Statements of Operations
(unaudited)
	Three  Months Ended December 31, 2017			Three Months Ended December  31, 2016			Six  Months Ended December 31, 2017			Six  Months Ended December 31, 2016
Operating expenses
General and administrative	$	4,700		$	18,530		$	4,700		$	29,120
Interest		—			856			—			1,659
Total operating expenses		4,700			19,386			4,700			30,779
Net loss		(4,700	)		(19,386	)		(4,700	)		(30,779	)
Net loss for the period	$	(4,700	)	$	(19,386	)	$	(4,700	)	$	(30,779	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.04	)	$	(0.00	)	$	(0.06	)
Weighted average common shares outstanding
Basic and diluted		23,002,043			524,200			21,036,767			524,200
(see accompanying notes to unaudited financial statements)

5 

Peregrine Industries, Inc.
Statements of Cash Flows
(unaudited)
		Six Months Ended December 31, 2017			Six Months Ended December 31, 2016
Cash flows from operating activities:
Net loss	$	(4,700	)	$	(30,779	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Increase in prepaid expenses		(1,500	)		—
Increase in accounts payable and accrued expenses		2,200			1,218
Cash flows used in operating activities		(4,000	)		(29,561	)
Cash flows form financing activities:
Advances from related parties		4,000			29,561
Cash generated by financing activities		4,000			29,561
Change in cash:		—			—
Cash - beginning of period		—			—
Cash - end of period	$	—		$	—
Supplementary information
Cash paid during the year for:
Interest	$	—		$	—
Income taxes	$	—		$	—
Supplementary disclosure for non cash investing activity
Common stock issued to liquidate debt	$	443,800		$	—
(see accompanying notes to unaudited financial statements)

6 

Peregrine Industries, Inc

Notes to Financial Statements

For the Six Months Ended December 31, 2017 and 2016

NOTE 1 - ORGANIZATION AND OPERATIONS

Peregrine Industries, Inc. (the "Company") was formed, in the State of Florida, on October 1, 1995 for the purpose of manufacturing residential pool heaters. 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. On July 21, 2017, new management acquired, 22,477,843 or 97.7% of the issued common restricted shares. The new management has developed a business plan, to create and manufacture various baby products, which they anticipate implementing within the current fiscal year.

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 June 30, 2017 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on August 2, 2017.  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 the interim period is 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 year ended June 30, 2017 as reported in the Company’s Form 10K have been omitted.

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Related Party Transactions

We consider all who own more than 5% shares to be related parties and record any transactions between them and the Company to be related party transactions and disclose such transactions on notes to the 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. Since adopting "fresh-start" accounting as of September 5, 2002, the Company has accumulated losses aggregating $607,408 as of December 31, 2017, and has insufficient working capital to meet operating needs for the next twelve months, all of which raise substantial doubt about the Company's ability to continue as a going concern.

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 certain steps to provide the necessary capital to continue its operations. These steps include, but are not limited to: 1) implementation of 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.

7 

Peregrine Industries, Inc

Notes to Financial Statements

For the Six Months Ended December 31, 2017 and 2016

NOTE 4 – RELATED PARTY TRANSACTIONS

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 $0.000 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, resulting in a change of control of the Company.

During the three months ended December 31, 2017 the Company borrowed $4,000, unsecured, bearing interest of 0%, from a related party.$2,500 was paid for expense during the quarter ended December 31, 2017, and the remaining $1,500 is prepaid for professional fees.

8 

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

In November 2015, Dolomite purchased the three unaffiliated party notes at principal value of $35,500. As of March 31, 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.

On October 26, 2015, GreenStone Industries Ltd., our controlling shareholder changed its name to Dolomite Holdings Ltd.

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 $0.000 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 one remaining liability of $1,024.

Overview

Although our activities have been related to seeking new business opportunities, new management has developed a business plan, based on the manufacture and sale of products designed for use by babies, which it intends to implement within the current fiscal year.

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 December 31, 2017 of $607,408.

9 

In addition, the Company’s development activities since inception have been financially sustained through loans from related parties.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues.

Results of Operations during the six month period ended December 31, 2017 as compared to the six month period ended December 31, 2016 and the three month period ended December 31, 2017 as compared to the three month period ended December 31, 2016.

Our new management acquired control during the three months ended September 30, 2017 and has not generated any revenue during the six months ended December 31, 2017. Because of no business or administrative activity during the six months ended December 31, 2017, recordable expenses were $4,700. During the six months ended December 31, 2016, $29,120 was recorded as general and administrative expenses and $1,659 as interest expense. We recorded a loss of $4,700 during the six months ended December 31, 2017 compared to a loss of $30,779 for the six months ended December 31, 2016 and $4,700 for the three months ended December 31, 2017 compared to $19,386 for the same three months ended December 31, 2016.

Liquidity and Capital Resources

On December 31, 2017, we had no cash, assets, but, accounts payable of $3,224, compared to December 31, 2016, when we had no cash, and current liabilities of $444,824 consisting of $1,024 in accounts payable, $84,444 in accrued interest, $164,356 in advances from Dolomite and $195,000 in four convertible notes held by Dolomite, our controlling shareholder.

Due to the lack of activity, during the six and three months ended December 31, 2017, we had a no cash flow from operations, compared to the six months ended December 31, 2016, when we recorded a net loss of $30,779 offset by an increase in accounts payable of $1,218. We financed our cash flow from operations, during the six month period ended December 31, 2016, through advances of $29,561, made by our controlling shareholder. Accounts payable increased by $2,200 during the three months ended December 31, 2017 plus we borrowed $4,000 from a related party.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its controlling shareholders and believes it can satisfy its cash requirements so long as it is able to obtain financing from its controlling shareholders. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes.

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.

10 

ITEM 4. CONTROLS AND PROCEDURES 

Evaluation of disclosure controls and procedures. 

As of December 31, 2017, 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 December 31, 2017. Management has identified corrective actions for the weakness and will periodically re-evaluate the need to add personnel and implement improved review procedures during fiscal year 2018.

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.

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 I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2017, 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.

11 

ITEM 5. OTHER INFORMATION 

None.

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.

12 

SIGNATURES

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: February 12, 2018

By: /s/ John Hanson
John Hanson
Chief Financial Officer
(Principal Financial Officer)
Date: February 12, 2018

13 

EX-31

EXHIBIT 31.1

PEREGRINE INDUSTRIES, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Yair Fudim certify that:

1.   I have reviewed this Form 10-Q of Peregrine Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Dated:  February 12, 2018

By: /s/ Yair Fudim

Yair Fudim

Chief Executive Officer

(Principal Executive Officer)

1

EX-31

EXHIBIT 31.2 

PEREGRINE INDUSTRIES, INC.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Zohar Shpitz certify that:

1.   I have reviewed this Form 10-Q of Peregrine Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 12, 2018

By: /s/ Zohar Shpitz

Zohar Shpitz

Chief Financial Officer

(Principal Financial Officer)

1

EX-32

EXHIBIT 32.1

PEREGRINE INDUSTRIES, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Peregrine Industries, Inc. (the Registrant) on Form 10-Q for the period  ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Yair Fudim, Principal  Executive  Officer of the Company, certify,  pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Yair Fudim and will be retained by  Peregrine Industries and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: February 12, 2018

By: /s/ Yair Fudim

Yair Fudim

Chief Executive Officer

(Principal Executive Officer)

1

EX-32

EXHIBIT 32.2

PEREGRINE INDUSTRIES, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Peregrine Industries, Inc. (the Registrant) on Form 10-Q  for the period  ended December 31, 2017 as filed with the Securities and Exchange  Commission on the date hereof (the Report), I, Zohar Shpitz, Principal Financial Officer of the Company, certify,  pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the  requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Zohar Shpitz and will be retained by  Peregrine Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: February 12, 2018

By: /s/ Zohar Shpitz

Zohar Shpitz

Chief Financial Officer
(Principal Financial Officer)

1

XML

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2017	Jan. 29, 2018
Document And Entity Information
Entity Registrant Name	PEREGRINE INDUSTRIES INC
Entity Central Index Key	0001061164
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
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
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		23,002,043
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Balance Sheets - USD ($)	Dec. 31, 2017	Jun. 30, 2017
ASSETS
Prepaid expense	$ 1,500
Total current assets	1,500
Total Assets	1,500
Current Liabilities
Accounts payable	3,224	1,024
Accrued interest – related party		84,444
Loan - related party	4,000	164,356
Convertible note - control shareholders		195,000
Total Current Liabilities	7,224	444,824
Stockholders' deficit
Preferred stock
Common stock	2,300	52
Additional paid-in capital	599,384	157,832
Accumulated deficit	(607,408)	(602,708)
Total stockholders’ deficit	(5,724)	(444,824)
Total liabilities and stockholders’ deficit	$ 1,500

XML

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	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

XML

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Operating expenses
General and administrative	$ 4,700	$ 18,530	$ 4,700	$ 29,120
Interest		856		1,659
Total operating expenses	4,700	19,386	4,700	30,779
Net loss	$ (4,700)	$ (19,386)	$ (4,700)	$ (30,779)
Basic and diluted net loss per common share	$ (0.00)	$ (0.04)	$ (0.00)	$ (0.06)
Weighted average common shares outstanding - Basic and diluted	23,002,043	524,200	21,036,767	524,200

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Statements of Cash Flows - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (4,700)	$ (19,386)	$ (4,700)	$ (30,779)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Increase in prepaid expenses			(1,500)
Increase in accounts payable and accrued expenses			2,200	1,218
Cash flows used in operating activities			(4,000)	(29,561)
Cash flows from financing activities:
Advances from related parties			4,000	29,561
Cash generated by financing activities			4,000	29,561
Cash - beginning of period
Cash - end of period
Supplementary information
Cash paid for interest
Cash paid for income taxes
Supplementary disclosure for non cash investing and financing activities
Common stock issued to liquidate debt			$ 443,800

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NOTE 1 - ORGANIZATION AND OPERATIONS

6 Months Ended

Dec. 31, 2017

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, in the State of Florida, on October 1, 1995 for the purpose of manufacturing residential pool heaters. 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. On July 21, 2017, new management acquired, 22,477,843 or 97.7% of the issued common restricted shares. The new management has developed a business plan, to create and manufacture various baby products, which they anticipate implementing within the current fiscal year.

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NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2017

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

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 June 30, 2017 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on August 2, 2017.  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 the interim period is 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 year ended June 30, 2017 as reported in the Company’s Form 10K have been omitted.

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Related Party Transactions

We consider all who own more than 5% shares to be related parties and record any transactions between them and the Company to be related party transactions and disclose such transactions on notes to the Financial Statements.

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NOTE 3 - GOING CONCERN

6 Months Ended

Dec. 31, 2017

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 accumulated losses aggregating $607,408 as of December 31, 2017, and has insufficient working capital to meet operating needs for the next twelve months, all of which raise substantial doubt about the Company's ability to continue as a going concern.

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 certain steps to provide the necessary capital to continue its operations. These steps include, but are not limited to: 1) implementation of 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 - RELATED PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

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 $0.000 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, resulting in a change of control of the Company.

During the three months ended December 31, 2017 the Company borrowed $4,000, unsecured, bearing interest of 0%, from a related party.$2,500 was paid for expense during the quarter ended December 31, 2017, and the remaining $1,500 is prepaid for professional fees.

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NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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 June 30, 2017 contained in the Company’s Form 10K originally filed with the Securities and Exchange Commission on August 2, 2017.  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 the interim period is 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 year ended June 30, 2017 as reported in the Company’s Form 10K have been omitted.

Related Party Transactions

Related Party Transactions

We consider all who own more than 5% shares to be related parties and record any transactions between them and the Company to be related party transactions and disclose such transactions on notes to the Financial Statements.