Table of Contents
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
Form 10/A
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
PERK INTERNATIONAL,
INC.
(Exact name of registrant as specified in
its charter)
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Nevada
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46-2622704
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2375 East Camelback Rd., Suite 600,
Phoenix, AZ
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85016
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (602) 358-7507
Securities to be registered under Section 12(b)
of the Act: None
Title
of each class
to be so registered
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Name
of Exchange on which each
class is to be registered
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N/A
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N/A
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Securities to
be registered under Section 12(g) of the Exchange Act:
Common Stock,
par value $.001
(Title of class)
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated file
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Smaller reporting company
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☐
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Emerging growth company
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☒
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging
growth company ☒
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. ☒
Indicate by check
mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☒ No ☐
TABLE OF CONTENTS
EXPLANATORY
NOTE
Perk International,
Inc. is filing this General Form for Registration of Securities on Form 10, or this “registration statement,” to register
its common stock, par value $0.001 per share (“Common Stock”), pursuant to Section 12(g) of the Securities Exchange
Act of 1934. Unless otherwise mentioned or unless the context requires otherwise, when used in this registration statement, the
terms “Company,” “we,” “us,” “our” and “Perk International, Inc.” refer
to Perk International, Inc.
JUMPSTART OUR
BUSINESS STARTUPS ACT
The Company qualifies
as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (the “JOBS
Act”) as we do not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of December 31,
2019 our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards
under Section 102(b)(1) of the JOBS Act.
We may lose our
status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $2,000,000,000
or (ii) we issue more than $2,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging
growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company
on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant
to an effective registration statement.
As an emerging
growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”)
and Section 14A(a) and (b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such sections are
provided below:
Section 404(b)
of the Sarbanes-Oxley Act requires a public company’s auditor to attest to, and report on, management’s assessment
of its internal controls.
Sections
14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory
votes on executive compensation and golden parachute compensation.
As long as we
qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley
Act and Section 14A(a) and (b) of the Exchange Act.
SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This following
information specifies certain forward-looking statements of management of our Company. Forward-looking statements are statements
that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified
by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible,
should, continue, or similar terms, variations of those terms, or the negative of those terms. The forward-looking statements specified
in the following information have been compiled by our management on the basis of assumptions made by management and considered
by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty,
or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes
of the forward-looking statements specified in the following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification
and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable
alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking
statements.
The market
data and other statistical information contained in this registration statement are based on internal Company estimates of our
past experience in the industry, general market data, and public information which was not commissioned by us for this filing.
Corporate History
On April 10, 2013,
Articles of Incorporation were filed for Perk International Inc., with the Nevada Secretary of State.
On April 10, 2013,
the Initial List of Officers, Directors, and Resident Agent of Perk International, Inc. was filed with the Nevada Secretary of
State, naming Andrew Gaudet as Director, Chairman, President and CFO, and Leon Golden as Director, CFO and Secretary.
On February 6,
2015, Andrew Gaudet resigned his office of Vice President with Perk International, Inc. As a result, Mr. Gaudet no longer holds
any officer position with Perk International Inc.
On February 22,
2019, Marcus Southworth became, President, Secretary, Treasurer and Director of Perk International Inc.
On April 27, 2020,
Certification and Notice of Termination of Registration Under Section 12(g) of The Securities Exchange Act of 1934 of Duty to File
Reports Under Sections 13 and 15 (d) of the Securities Exchange Act of 1934.
On April 30, 2020
Marcus resigned from, President, Secretary, Treasurer and Director of Perk International Inc. Mr. Southworth no longer holds
any officer position with Perk International Inc.
On April 30, 2020,
Nelson Grist became the sole director of Perk International Inc.
We are a “shell company” under Rule 405 of Regulation
C of the Securities Act. A “shell company” is a company with either no or nominal operations or assets, or assets
consisting solely of cash and cash equivalents. As a result, our investors are not allowed to rely on Rule 144 of the Securities
Act for a period of twelve month from the date that we cease to be a shell company. Because investors may not be able to rely
on an exemption for the resale of their shares other than Rule 144, and there is no guarantee that we will cease to be a shell
company, they may not be able to re-sell our shares in the future and could lose their entire investment as a result.
Business Overview
General
Perk International,
Inc. is an acquisition, sales management company for early stage, high growth businesses and technologies in the health care industry.
The Company has developed specific criteria and standards that must be met by each acquisition candidate. Once identified, the
Company will have access to highly seasoned and well-trained team of industry professionals to perform thorough due diligence
on the potential acquisition partner. Following successful due diligence, Perk International, Inc. We will be able to consult
with M & A advisors to structure and present an attractive proposal to the selling entity.
Perk International,
Inc., now feels very comfortable in entering the rapidly growing health care market. It is estimated that Holistic and other natural
and organic ingredients are believed to provide many medical benefits. It has been reported that Holistic and CBD oil can treat
hundreds of medical issues such as anxiety, depression, pain, arthritis, insomnia, anorexia, heart disease, diabetes, asthma,
several types of cancer, Alzheimer’s, dementia and epilepsy, just to name a few.
OUR
OBJECTIVE
It is the objective
of Perk International, Inc. to control every aspect of the natural and organic farming industry from growth to extraction and distribution.
This will enable us to avoid risking stagnant or contaminated biomass because of third party extraction labs being at full capacity.
Perk International, Inc., has designed
its future into a 3-stage rollout:
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Grow
and distribute high grade, certified natural and organic ingredients.
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2.
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Own
processing facilities to dry biomass, extract hemp oil and refine to pharmaceutical grade CBD oils.
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3.
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Provide
international wholesale distribution of natural and organic health care products with and without CBD.
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To reach this
objective we have hand-picked a team of industry professionals from experienced hemp farmers, bioengineers, extraction experts
and other related industry professionals.
Our ultimate
objective is to achieve exceptional multiples in growth, valuation and revenue to Perk International, “Inc. and its shareholders.
Employees
As of August 1,
2020, we have one full time employee, including management. We consider our relations with our employees to be good.
Reports to
Security Holders
You may read and
copy any materials the Company files with the Commission in the Commission’s Public Reference Section, Room 1580, 100 F Street
N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at
1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
RISK FACTORS
The statements
contained in or incorporated into this Form 10 that are not historic facts are forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.
If any of the following risks actually occurs, our business, financial condition, or results of operations could be harmed. In
that case, the value of our Common Stock could decline, and an investor in our securities may lose all or part of their investment.
Risks
Related to our Business
Limited
Operating History
We have had limited
recent operating history nor any revenues or earnings from operations since inception. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least for the foreseeable future. We can make no assurances that we will be able to
effectuate our investment strategies or otherwise to generate sufficient revenue to continue operations.
Our estimates
of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses
operating under projected business conditions and plans. We believe that our estimates are reasonable, but it is not possible to
determine the accuracy of such estimates at this point. In formulating our business plan, we have relied on the judgment of our
officers and directors and their experience in developing businesses. We can make no assurances that we will be able to obtain
sufficient financing or implement successfully the business plan we have devised. Further, even with sufficient financing, there
can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected
business plan will be realized or that any of our assumptions will prove to be correct.
There are always risks when dealing with Natural and Organic
products with and without CBD. Perk International will not manufacture or sell any products containing THC.
The 2018 Farm Bill, among other
things:
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Removed
hemp’s low amounts of THC from the Controlled Substances Act;
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Allows
the U.S. Department of Agriculture to regulate the crop like any other agricultural commodity;
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Permits
hemp products – like CBD – to be introduced into interstate commerce.
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Allows
hemp production in all 50 states for any use, including flower production and CBD or
other cannabinoid extraction;
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Allows
interstate commerce for hemp and hemp-derived CBD
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PERK INTERNATIONAL HAS ZERO “0” THC IN ANY
OF OUR PRODUCTS
At the moment
we are a going concern which does bring risk to the company and stock price. The management is aware that the company will require
investment to fulfill our business plan and will work hard ensure the company will secure the appropriate funding.
The loans
that are in default have been in default from the past management and do not bring any risks to the potential success of the business.
Our estimates
of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses
operating under projected business conditions and plans. We believe that our estimates are reasonable, but it is not possible
to determine the accuracy of such estimates at this point. In formulating our business plan, we have relied on the judgment of
our officers and directors and their experience in developing businesses. We can make no assurances that we will be able to obtain
sufficient financing or implement successfully the business plan we have devised. Further, even with sufficient financing, there
can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected
business plan will be realized or that any of our assumptions will prove to be correct.
We are a “shell
company” under Rule 405 of Regulation C of the Securities Act. A “shell company” is a company with either no
or nominal operations or assets, or assets consisting solely of cash and cash equivalents. As a result, our investors are not
allowed to rely on Rule 144 of the Securities Act for a period of twelve month from the date that we cease to be a shell company.
Because investors may not be able to rely on an exemption for the resale of their shares other than Rule 144, and there is no
guarantee that we will cease to be a shell company, they may not be able to re-sell our shares in the future and could lose their
entire investment as a result.
Negative Cash Flow
We expect to generate operating losses
and experience negative cash flow for the immediate future, and it is uncertain whether we will achieve future profitability. We
expect to continue to incur operating losses until such time, if ever, as we are able to achieve sufficient levels of revenue from
our investments and services rendered. Our ability to commence revenue operations and achieve profitability will depend upon revenue
received primarily from investments or otherwise through services that we render. There can be no assurance that we will ever achieve
profitability. Accordingly, the extent of future losses and the time required to achieve profitability, if ever, cannot be predicted
at this point.
Dependence on Key Personnel
Our success will depend, in large part,
on the skill, expertise, and acumen of Nelson Grist. There is no requirement that Mr. Grist allocate a specific amount of time
to our Company. If Mr. Grist ceases to participate in our Company’s activities for any reason, our Company’s ability
to select attractive investments could be impaired severely. Our future success also depends on our ability to attract, train,
retain, and motivate other highly qualified sales, technical, and managerial personnel. Competition for such personnel is intense
and we may not be able to attract, train, retain, or motivate such persons in the future.
Prior Performance of our Management
Team
Although Mr. Grist has in the past operated
or otherwise been affiliated with prior successful companies, we can make no assurances that they will be able to duplicate prior
levels of success. Any prior performance that Nelson may have had in operating or working with other ventures was obtained under
different market conditions and in different contexts. There can be no assurance that Mr. Grist will be able to duplicate any prior
levels of performance or success. Moreover, we have not disclosed material facts regarding the prior performance of Mr. Grist in
this Form 10 or the market conditions relating to such performance.
Limited Liability
Our Certificate of Incorporation and Bylaws
generally provide that the liability of our officers and directors will be eliminated to the fullest extent allowed under law for
their acts on behalf of our Company.
Uncertain Government Regulation
Our business will be subject to extensive
regulation. There has been an active debate over the appropriate extent of regulation and oversight. In addition, we may be adversely
affected as a result of new or revised legislation or regulations imposed by the Commission or other United States governmental
regulatory authorities or self-regulatory organizations that supervise the markets. We also may be adversely affected by changes
in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.
Competition
A number of our existing or potential competitors
may have substantially greater financial, technical, and marketing resources, larger investor bases, greater name recognition,
and more established relationships with their investors, and more established sources of deal flow and investment opportunities
than we do. This may enable our competitors to: develop and expand their services and develop infrastructure more quickly and achieve
greater scale and cost efficiencies; adapt more quickly to new or emerging markets and opportunities, strategies, techniques, technologies,
and changing investor needs; take advantage of acquisitions and other market opportunities more readily; establish operations in
new markets more rapidly; devote greater resources to the marketing and sale of their products and services; adopt more aggressive
pricing policies; and provide clients with additional benefits at lower overall costs in order to gain market share. If our competitive
advantages are not compelling or sustainable and we are not able to effectively compete with larger competitors, then we may not
be able to increase or sustain cash flow.
Economic Conditions
Our business will be materially affected
by conditions in the financial markets and economic conditions or events in the United States and throughout the world that are
outside our control, including, without limitation, changes in interest rates, availability of credit, inflation rates, economic
uncertainty, changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates,
and controls and national and international political circumstances (including wars, terrorist acts, or security operations). These
factors may affect the level and volatility of securities prices and the liquidity and the value of investments, and we may not
be able to or may choose not to manage our exposure to these market conditions and/or other events. In the event of a market downturn,
our businesses could be adversely affected in different ways.
Implications of Being an Emerging
Growth Company
As a company with less than $2.0 billion
in revenue during its last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. For
as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other
regulatory requirements that are generally unavailable to other public companies. These provisions include:
A requirement to have only two years of audited financial statements
and only two years of related Management’s Discussion and Analysis included in an initial public offering registration statement;
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An exemption to provide less than five years of selected financial data in an initial public offering registration statement;
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An exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting;
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An exemption from compliance with any new or revised financial accounting standards until they would apply to private companies;
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An exemption from compliance with any new requirement adopted by the Public Company Accounting Oversight Board requiring mandatory
audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional
information about the audit and the financial statement of the issuer; and reduced disclosure about our executive compensation
arrangements
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An emerging growth company is also exempt
from Section 404(b) of the Sarbanes Oxley Act, which requires that the registered accounting firm shall, in the same report, attest
to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered
public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting
until such time as we cease being a Smaller Reporting Company.
As an emerging growth company, we are exempt
from Section 14A (a) and (b) of the Exchange Act which require stockholder approval of executive compensation and golden parachutes.
Section 107 of the JOBS Act provides that
an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage
of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies
that comply with such new or revised accounting standards.
We would cease to be an emerging growth
company upon the earliest of:
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The first fiscal year following the fifth anniversary of the filing of this Form 10;
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The first fiscal year after our annual gross revenues are $2 billion or more;
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The date on which we have, during the previous three-year period,
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Issues 2 billion in non-convertible debt securities; or
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As of the end of any fiscal year in which the market value of our common stock held
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By non-affiliates exceeded $700 million as of the of the second quarter of that fiscal year.
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Risks Related to the Market for
our Stock
The OTC and share value
Our Common Stock currently only trades
over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over The Counter
(“OTC”). Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads
between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market.
These factors may result in higher price volatility and less market liquidity for our Common Stock.
Investors
may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common
Stock and persons who desire to purchase stock should know our common
stock currently only sells and trades over the counter and our stock is quoted via Over The Counter (“OTC”)."
trading market that might develop in the future should be aware that there may be significant
state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the
shares available for trading on the Over The Counter (“OTCBB”).
The current stop sign indicator is
due to a lack of financial filing from the past management. The new management has filed a Form 10 with audited financials to
become a current SEC filing company.
Low market price
A low market price would severely limit
the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share,
subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally
apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions
(a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers
who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions,
the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s
written consent to the transaction prior to the sale. The broker- dealer also must disclose the commissions payable to the
broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the
customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be
sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny
stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker- dealers from effecting
transactions in our Common Stock.
Lack of market and state blue sky
laws
Investors may have difficulty in reselling
their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire
to purchase them in any trading market that might develop in the future should be aware that there may be significant state law
restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available
for trading on the Over-The-Counter (“OTCBB”), investors should consider any secondary market for our securities to
be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which
permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without
being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state.
However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of
issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal
year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing
all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions,
making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard
and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many
states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals”
but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize
the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.
Accordingly, our shares of Common Stock
should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
Penny stock regulations
We will be subject to penny stock
regulations and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations
which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will
become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock
Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other
than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule
may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities
in the secondary market.
For any transaction involving a penny stock,
unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the
Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the
broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required
to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in
penny stock.
We do not anticipate that our Common Stock
will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule,
we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person
from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.
Rule 144 Risks
Sales of our Common Stock under Rule 144
could reduce the price of our stock. There are 125,000,000 issued and outstanding shares of our Common Stock held by affiliates
that Rule 144 of the Securities Act defines as restricted securities.
These shares will be subject to the resale
restrictions of Rule 144, should we hereinafter cease being deemed a “shell company”. In general, persons holding restricted
securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than 1.0% of the
total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at
the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market
prices for our securities.
No audit or compensation committee
Because we do not have an audit or compensation
committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions.
We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation
committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent
directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions
concerning management compensation and audit issues that may affect management decisions.
Security laws exposure
We are subject to compliance with securities
laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our
Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those
of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions
depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any
legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we
may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.
If any such offering did not qualify for
such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that
if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states
where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification
provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in
seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally,
if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties
imposed by the Commission and state securities agencies.
No cash dividends
Because we do not intend to pay any cash
dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We
intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any
cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able
to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares
of our Common Stock when desired.
Delayed adoption of accounting standards
We have delayed the adoption of
certain accounting standards through an opt-in right for emerging growth companies. We have elected to use the extended
transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act,
which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public
and private companies until those standards apply to private companies. As a result of this election, our financial
statements may not be comparable to companies that comply with public company effective dates.
ITEM 2. FINANCIAL INFORMATION.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion should
be read in conjunction with the Financial Statements of our Company and notes thereto included elsewhere in this Form 10.
We plan to do an S1 and register stock
and offer some convertible notes to start receiving funding to start the execution of our business plan.
We do not currently have any arrangements
for financing and our obtaining additional financing will be subject to a number of factors, including general market conditions,
investor acceptance of our plan of operations and initial results from our business operations. There is no assurance
that any additional financing will be available or if available, on terms that will be acceptable to us. Failure to raise additional
financing will cause us to go out of business. If this happens, you could lose all or part of your investment.
If our resources are insufficient to
satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale
of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would
result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
We are subject to all of the risks
inherent in the establishment of a new business enterprise, and we have not generated any revenues to date. The likelihood of
our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered,
by starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited
operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues
to fully meet our expenses and totally support our anticipated activities. Any profitability in the future from our business will
be dependent upon the successful development, marketing and sales of our proposed website platform and future products. Accordingly,
we may not be able to successfully carry out our plan of operations and any investor may lose their entire investment.
Forward Looking Statements
The following information specifies certain forward-looking statements of the management of
our Company. Forward looking statements are statements that estimate the happening of future events and are not based on historical
fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect,
estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative
of those terms. The forward-looking statements specified in the following information statement have been compiled by our management
on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however,
are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates
of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances.
As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability
of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Such forward-looking statements include statements regarding our anticipated financial and operating results, our liquidity, goals,
and plans.
All forward-looking statements in this Form 10 are based on information available to us as of the date of this
report, and we assume no obligation to update any forward-looking statements.
Overview
We intend to become
a key manufacturer of high quality natural and organic nutraceuticals. Our quality ingredients will ultimately be bio-engineered
to grow large, robust crops, durable to a wide range of weather and altitude and contain some of the highest percentages of high
quality natural and organic nutraceuticals with and without CBD on the market. Our genetic improvement strategy includes the following
objectives:
|
•
|
High yield
|
|
•
|
Premium market quality
|
|
•
|
Reliable zero levels of THC content
|
|
•
|
Continually develop new improvements to our high quality natural and organic nutraceuticals
|
We are committed
to bring the highest quality of natural and organic nutraceuticals that can maximize the profitability of the health care industry.
Critical Accounting
Policies
Our financial
statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles
applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods.
We regularly evaluate
the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates
are based on historical experience, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual
results could differ from those estimates made by management. These estimates are based on management’s historical industry
experience and not our Company’s historical experience.
Cash Equivalents
We consider all
highly liquid short-term investments with maturities of less than three months when acquired to be cash equivalents.
Impairment
of Long-Lived Assets
Long-lived assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the
future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future
net cash flows from the assets.
Loss Per Common
Share
Basic net loss
per share is calculated by dividing the net loss by the weighted – average number of common shares outstanding for the period,
without consideration for Common Stock equivalents.
Employees
We currently have
only one employee, all of whom are officers and directors.
Bio
Nelson Grist – President, Chief
Executive Officer, Chief Financial Officer, Secretary and Director
Nelson Grist
was President, CEO, Officer and Director of For The Earth Corporation from July 2008 to April 1st, 2020. In 2011 Mr.
Grist did a reverse merger and For The Earth Corporation become a non-reporting publicly traded company on the OTC Pink. For The
Earth filed a Regulation A offering in 2019 and was approved. Unfortunately, the Reg A was never funded and has recently expired
on August 8th, 2020.
No properties owned.
|
ITEM 4.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
|
The following
table sets forth, as of July 22, 2020, certain information concerning the beneficial ownership of our Common Stock by: (i) each
stockholder known by us to own beneficially 10.0% or more of our outstanding Common Stock; (ii) each director; (iii) each named
executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership:
|
Name
|
|
Number of Shares of Common Stock
|
|
|
Percentage
|
|
|
Nelson Grist
|
|
|
125,000,000
|
|
|
|
50%
|
|
|
|
|
|
|
|
|
|
|
|
|
All executive officers, directors, and beneficial ownership thereof as a group [*]
|
|
|
125,000,000
|
|
|
|
50%
|
|
* Nelson Grist is the control person
of Perk International, Inc.
Unless otherwise
indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named
in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except
as set forth above, applicable percentages are based upon 227,203,331 shares of common stock outstanding as of July 22, 2020.
The mailing address
of the stockholders’ reference in the chart above is 2375 East Camelback Rd. Suite 600, Phoenix, AZ 85106.
|
ITEM 5.
|
DIRECTORS AND EXECUTIVE OFFICERS.
|
Our directors and executive officers and
additional information concerning them are as follows:
|
Name
|
|
Age
|
|
Position
|
|
Nelson Grist
|
|
54
|
|
President, Chief Executive Officer,
CFO, Treas, Sec. and Member of Board of Directors
|
Nelson Grist
was President, CEO, Officer and Director of For The Earth Corporation from July 2008 to April 1st, 2020. In 2011 Mr.
Grist did a reverse merger and For The Earth Corporation become a non-reporting publicly traded company on the OTC Pink. For The
Earth filed a Regulation A offering in 2019 and was approved. Unfortunately, the Reg A was never funded and has recently expired
on August 8th, 2020.
In July 2015,
Mr. Grist filed a Chapter 7 personal bankruptcy in Maricopa County, Arizona. He was discharged in January 2016.
Below is a
list of current companies that are still open but are in the process of being dissolved to allow 100% of Mr. Grist’s time
will be spent Perk International.
Therapeuo
Health Corporation
Eon Holdings
XGAURD360
|
ITEM 6.
|
EXECUTIVE COMPENSATION.
|
The following table sets forth certain
information concerning the annual and long-term compensation of our Chief Executive Officer and our other executive officers for
the last two fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
|
(b)
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
|
All Other
|
|
|
|
Total
|
|
|
Name and Principal Position
|
|
|
Year
|
|
|
|
Salary*
|
|
|
|
Bonus
|
|
|
|
Awards
|
|
|
|
Compensation
|
|
|
|
Compensation
|
|
|
Marcus Southworth, President, CEO, CFO, Sec., Treas., Dir.
|
|
|
2019
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$1,000,000
|
|
|
|
$1,000,000
|
|
|
Nelson Grist, President, CEO, CFO, Sec., Treas., Dir.
|
|
|
2020
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$0
|
|
Nelson Grist compensation will be Zero (0) until funding
has been secured. Once funding has been secured the compensation will be a base salary of $70,000 per year.
We do not have an audit or compensation
committee comprised of independent directors as our Company qualifies for an exemption from these requirements. Indeed, we do not
have any audit or compensation committee. These functions are performed by our Board of Directors as a whole.
|
ITEM 7.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
Director Independence
We are not currently listed on any national
securities exchange that has a requirement that our Board of Directors be independent. At this time, we do not have an “independent
director” as that term is defined under the rules of the NASDAQ Capital Market.
|
ITEM 8.
|
LEGAL PROCEEDINGS.
|
None.
|
ITEM 9.
|
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
|
a. Market information.
We only trade on the Over the Counter
Market (“OTC Market”). To have our securities quoted on Pink Sheer the over-the- (“OTCPink”) we must:
(1) be a company that reports its current financial information to the Commission, banking regulators, or insurance regulators;
and (2) have at least one market maker who completes and files a Form 211 with FINRA. The OTC Market differs substantially from
national and regional stock exchanges because it: (a) operates through communication of bids, offers, and confirmations between
broker-dealers, rather than one centralized market or exchange; and (b) securities admitted to quotation are offered by one or
more broker-dealers rather than “specialists” which operate in stock exchanges.
b. Dividends.
We have not issued any dividends and have
no plans of paying cash dividends in the future.
|
ITEM 10.
|
RECENT SALES OF UNREGISTERED SECURITIES.
|
None
|
ITEM 11.
|
DESCRIPTION OF REGISTRANT’S SECURITIES TO
BE REGISTERED.
|
None.
Common Stock
We are authorized to issue 250,000,000
shares of Common Stock at a par value of $0.001 per share. Each holder of Common Stock shall be entitled to one vote per share.
As of May 31, 2020, there are 227,203,331
shares of Common Stock issued and outstanding.
|
ITEM 12.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
|
Our Certificate of Incorporation and Bylaws
provide for the indemnification of present or former directors or officers to the fullest extent permitted by Nevada law, against
all expense, liability, and loss reasonably incurred or suffered by such officers or directors in connection with any action against
such officers or directors. Currently we do not maintain director and officer liability insurance.
|
ITEM 13.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
The information required by this item may be found beginning
on page F-1 of this Registration Statement and are incorporated herein by reference.
ITEM 14. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There have been no
changes in or disagreements with accountants on accounting or financial disclosure matters.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Our financial statements begin on page F-1 immediately following the signature page of this registration statement.
(b) Exhibits.
___________________
(1) Incorporated by reference, filed with Form S-1 filed
June 21, 2013
SIGNATURES
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
Date:
September 1, 2020
|
|
|
|
|
|
|
|
|
Perk International, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Nelson Grist
|
|
|
|
Nelson Grist, Chief Executive Officer
|
Index to Financial Statements
Perk International, Inc.
For the Years ending May 31, 2019 and
2020
Report of Independent Registered Public
Accounting Firm
To the shareholders and the board of directors of Perk International,
Inc.
Opinion on the Financial Statements
We have audited the accompanying balance
sheets of Perk International, Inc. (the "Company") as of May 31, 2020 and 2019, the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of May 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
Substantial Doubt about the Company's Ability to Continue
as a Going Concern
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2020
Lakewood, CO
July 14, 2020
PERK INTERNATIONAL INC.
BALANCE SHEETS
|
|
|
May 31, 2020
|
|
|
May 31, 2019
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
–
|
|
|
$
|
–
|
|
|
Total Assets
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
343,319
|
|
|
$
|
341,078
|
|
|
Accrued interest
|
|
|
962
|
|
|
|
70
|
|
|
Due to related parties
|
|
|
24,340
|
|
|
|
22,790
|
|
|
Loans payable
|
|
|
71,268
|
|
|
|
71,268
|
|
|
Note payable
|
|
|
39,749
|
|
|
|
39,749
|
|
|
Total Current Liabilities
|
|
|
479,638
|
|
|
|
474,955
|
|
|
Total Liabilities
|
|
|
479,638
|
|
|
|
474,955
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit:
|
|
|
|
|
|
|
|
|
|
Common Stock, par value $0.001, 250,000,000 shares authorized; 227,203,331 shares issued and outstanding
|
|
|
22,520
|
|
|
|
22,520
|
|
|
Additional paid-in capital
|
|
|
1,028,608
|
|
|
|
1,028,608
|
|
|
Accumulated deficit
|
|
|
(1,530,766
|
)
|
|
|
(1,526,083
|
)
|
|
Total Stockholders' Deficit
|
|
|
(479,638
|
)
|
|
|
(474,955
|
)
|
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
–
|
|
|
$
|
–
|
|
The accompanying notes are an integral
part of these financial statements.
PERK INTERNATIONAL INC.
STATEMENTS OF OPERATIONS
|
|
|
For the Years Ended
May 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
3,791
|
|
|
$
|
1,008,947
|
|
|
Total operating expenses
|
|
|
3,791
|
|
|
|
1,008,947
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
$
|
(3,791
|
)
|
|
$
|
(1,008,947
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other expense:
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(892
|
)
|
|
|
(70
|
)
|
|
Total other expense
|
|
|
(892
|
)
|
|
|
(70
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before provision for income tax
|
|
|
(4,683
|
)
|
|
|
(1,009,017
|
)
|
|
Provision for income tax
|
|
|
–
|
|
|
|
–
|
|
|
Net Loss
|
|
$
|
(4,683
|
)
|
|
$
|
(1,009,017
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic and diluted
|
|
|
227,203,331
|
|
|
|
101,369,863
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral
part of these financial statements.
PERK INTERNATIONAL INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
|
|
|
Common Stock
|
|
|
Common Stock Amount
|
|
|
Additional Paid-in Capital
|
|
|
Accumulated Deficit
|
|
|
Total
|
|
|
Balance, May 31, 2018
|
|
|
102,203,331
|
|
|
$
|
10,020
|
|
|
$
|
41,108
|
|
|
$
|
(517,066
|
)
|
|
$
|
(465,938
|
)
|
|
Common stock issued
|
|
|
125,000,000
|
|
|
|
12,500
|
|
|
|
987,500
|
|
|
|
–
|
|
|
|
1,000,000
|
|
|
Net Loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,009,017
|
)
|
|
|
(1,009,017
|
)
|
|
Balance, May 31, 2019
|
|
|
227,203,331
|
|
|
|
22,520
|
|
|
|
1,028,608
|
|
|
|
(1,526,083
|
)
|
|
|
(474,955
|
)
|
|
Net Loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(4,683
|
)
|
|
|
(4,683
|
)
|
|
Balance, May 31, 2020
|
|
|
227,203,331
|
|
|
$
|
22,520
|
|
|
$
|
1,028,608
|
|
|
$
|
(1,530,766
|
)
|
|
$
|
(479,638
|
)
|
The accompanying notes are an integral
part of these financial statements.
PERK INTERNATIONAL INC.
STATEMENTS OF CASH FLOWS
|
|
|
For the Years Ended May 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(4,683
|
)
|
|
$
|
(1,009,017
|
)
|
|
Adjustments to reconcile
net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Common stock issued for
services
|
|
|
–
|
|
|
|
1,000,000
|
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
2,241
|
|
|
|
(5,802
|
)
|
|
Accrued
interest
|
|
|
892
|
|
|
|
70
|
|
|
Net
cash used in operating activities
|
|
|
(1,550
|
)
|
|
|
(14,749
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
Cash
advances from a related party
|
|
|
1,550
|
|
|
|
–
|
|
|
Proceeds
from note payable
|
|
|
–
|
|
|
|
14,749
|
|
|
Net
cash provided by financing activities
|
|
|
1,550
|
|
|
|
14,749
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease)
in cash
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of year
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of year
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure
of cash flow information:
|
|
|
|
|
|
|
|
|
|
Cash
paid for taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
|
Cash
paid for interest
|
|
$
|
–
|
|
|
$
|
–
|
|
The accompanying notes are an integral
part of these financial statements.
PERK INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2020
NOTE 1 - ORGANIZATION AND DESCRIPTION
OF BUSINESS
Perk
International Inc. (“the Company” or “Perk”) was incorporated under the laws of the State of Nevada
on April 10, 2013. The Company is an acquisition, sales management company for early stage, high growth
businesses and technologies in the health care industry. The Company has developed specific criteria and standards that must
be met by each acquisition candidate. Once identified, the Company will engage its highly seasoned and well-trained team of
industry professionals to perform thorough due diligence on the potential acquisition partner. Following successful due
diligence, Perk will send in its M & A team to structure and present an attractive proposal to the selling entity.
On February 22,
2019, Marcus Southworth became, President, Secretary, Treasurer and Director of Perk International Inc.
On April
27, 2020, Certification and Notice of Termination of Registration Under Section 12(g) of The Securities Exchange Act of 1934 of
Duty to File Reports Under Sections 13 and 15 (d) of the Securities Exchange Act of 1934.
On April 30, 2020
Marcus resigned from, President, Secretary, Treasurer and Director of Perk International Inc. Mr. Southworth no longer holds
any officer position with Perk International Inc.
On April
30, 2020, Nelson Grist became the sole director of Perk International Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of presentation
The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”).
Use of estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated
useful lives of property and equipment. Actual results could differ from those estimates.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37
of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted
in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency
and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described
below:
Level 1: Quoted market prices available in active markets for
identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other
than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting
date.
Level 3: Pricing inputs that are generally unobservable inputs
and not corroborated by market data.
The carrying amount of the Company’s
financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the
short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based
upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements
at May 31, 2020 and 2019.
Income taxes
The Company follows Section 740-10-30 of
the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of
the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section
740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded
in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting
in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized
income tax benefits according to the provisions of Section 740-10-25.
Stock-based Compensation
We account for equity-based transactions
with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”).
ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock
issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments,
other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of
the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
We account for employee stock-based compensation
in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based
payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their
fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional
paid-in capital over the period during which services are rendered.
Net income (loss) per common share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is
computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common
shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first
period presented.
The Company’s diluted loss per share
is the same as the basic loss per share for the years ended May 31, 2020 and 2019, as the inclusion of any potential shares would
have had an anti-dilutive effect due to the Company generating a loss.
Recently issued accounting pronouncements
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet
and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December
15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company
has adopted this accounting standard update.
On June 20, 2018, the Financial
Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and
complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers,
external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee
awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date
under ASC718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods
beginning after December 15, 2018.
In November 2019, the FASB issued ASU 2019-10,
Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815, and Leases (Topic 841). This new guidance
will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual
reporting periods. While the Company is continuing to assess the potential impacts of ASU 2019-10, it does not expect ASU 2019-10
to have a material effect on its financial statements.
The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless
otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued
that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The Company’s financial statements
are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that
contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs and has an accumulated deficit of $1,530,766, ($1,000,000 of which is from non-cash
stock compensation expense). These conditions raise substantial doubt about the company’s ability to continue as a going
concern. The Company will engage in limited activities without incurring significant liabilities that must be satisfied in cash
until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing
its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does
obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or
seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests
of existing stockholders.
NOTE 4 - LOANS PAYABLE
On
July 24, 2013 the Company obtained a term loan for an amount of CAD $18,800 repayable in 59 monthly installments of CAD $367.63
including interest and principal and bears interest at 6.5% per annum (prime plus 3.5% per annum). The loan is secured by a personal
guarantee of a director. As of May 31, 2020, and 2019, there is a balance due on this loan of $10,776 and $10,776, respectively.
This loan in in default.
As of May 31,
2020, and 2019, the Company owes $39,991 and $39,991, respectively, to a third party for a loan that was received during the quarter
ended February 28, 2015. This loan is in default.
As of May 31,
2020, and 2019, the Company owes $20,501 and $20,501, respectively, to a third party for a loan that was received during the quarter
ended February 28, 2015. This loan is in default.
NOTE 5 - NOTES
PAYABLE
On November 3,
2016, the Company received a $25,000 loan from Securities Compliance Group, Ltd. The note is unsecured, bears no interest and was
due upon the final order of dismissal of the custodianship. This note is in default.
On May 2, 2019,
the Company executed a promissory note with Kim Southworth in the amount of $14,749. The loan is due either on demand or within
five years and carries an interest rate of 6%, compounded annually. As of May 31, 2020, and 2019 there is $962 and $70 of interest
accrued on this loan, respectively.
NOTE 6 – RELATED PARTY TRANSACTIONS
As of May 31,
2020 and 2019, the Company had a payable to a related party for $22,790 and $22,790, respectively,
which is unsecured and due on demand.
In March 2019, the Company
issued 125,000,000 shares of common stock to Marcus Southworth. The shares were valued at $0.008, the closing stock price on the
date of grant, for total non-cash of $1,000,000.
NOTE 7 – INCOME TAXES
Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry
forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be
realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax
Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date
of enactment. The U.S. federal income tax rate of 21% is being used.
Net deferred tax assets consist of the
following components as of May 31:
|
|
|
2020
|
|
|
2019
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
NOL Carryover
|
|
$
|
21,200
|
|
|
$
|
20,800
|
|
|
Related Party Accruals
|
|
|
6,300
|
|
|
|
5,900
|
|
|
Less: valuation allowance
|
|
|
(27,500
|
)
|
|
|
(26,700
|
)
|
|
Net deferred tax asset
|
|
$
|
–
|
|
|
$
|
–
|
|
The income tax provision differs from the
amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the
period ended May 31, due to the following:
|
|
|
2020
|
|
|
2019
|
|
|
Deferred Tax Assets:
|
|
|
|
|
|
|
|
|
|
Book Income
|
|
$
|
(1,000
|
)
|
|
$
|
(211,900
|
)
|
|
Related Party Accruals
|
|
|
300
|
|
|
|
|
|
|
Other nondeductible expenses
|
|
|
210,000
|
|
|
|
|
|
|
Less valuation allowance
|
|
|
(700
|
)
|
|
|
1,900
|
|
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the
accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to
determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits
of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount
to recognize in the financial statements.
The Company includes interest and penalties arising from the
underpayment of income taxes in the statements of operations in the provision for income taxes. As of May 31, 2020, the Company
had no accrued interest or penalties related to uncertain tax positions.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10)
management has performed an evaluation of subsequent events through the date that the financial statements were available to be
issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
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