U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________to________________
Commission File Number: 000-27511
PEREGRINE INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
65-0611007
(IRS Employer Identification No.)
730 S. Military Trail, Deerfield Beach, Florida 33442
(Address of principal executive offices)
(954) 725-8041
(Issuer's telephone number, including area code:)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 (X). NO (__).
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of May 15, 2000 the
registrant had 14,270,000 shares of common stock issued and outstanding.
<PAGE>
This discussion in this quarterly report regarding Peregrine Industries, Inc.
and its subsidiaries (collectively, the "Company") and its business and
operations contains "forward-looking statements." These forward-looking
statements use words such as "believes," "intends," "expects," "may," "will,"
"should," "plan," "projected," "contemplates," "anticipates," or similar
statements. These statements are based on management's beliefs, as well as
assumptions it has used based upon information currently available to it.
Because these statements reflect the Company's current views concerning future
events, these statements involve risks, uncertainties and assumptions. Actual
future results may differ significantly from the results discussed in the
forward-looking statments. A reader, whether investing in the Company's common
stock or not, should not place undue reliance on these forward-looking
statments, which apply only as of the date of this quarterly report.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<PAGE>
PEREGRINE INDUSTRIES, INC
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 2000 SEPTEMBER 30, 1999
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,752 $ 46,980
Restricted cash 460,691 441,809
Accounts receivable, net of allowance for doubtful amounts 874,905 594,912
Inventory, net 2,314,674 1,941,574
Prepaid and other current assets 56,489 68,237
Debt issue costs 14,500 14,500
Federal Income tax deposits 0 3,570
Deferred tax asset 94,387 94,387
Income tax receivable 216,501 189,062
----------- -----------
Total current assets 4,034,899 3,395,031
Property & equipment 2,831,070 2,987,555
Deposits and other 78,549 87,312
Debt issue costs 77,044 87,076
Deferred tax asset 222,544 281,132
----------- -----------
Total assets $ 7,244,106 $ 6,838,106
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft $ 118,681 $ 102,464
Accounts payable 2,261,584 2,292,634
Income tax payable 8,368 0
Accrued expenses and other payables 58,701 107,174
Bank term note 38,622 88,384
Line of Credit 1,000,000 818,000
Industrial development bond 2,238,750 324,583
Note payable and capital leases 8,542 8,371
Notes payable to stockholder and director $ 7,656 $ 14,000
----------- -----------
Total current liabilities 5,740,904 3,755,610
Warranty reserve 32,179 53,636
Note payable and capital lease 24,222 28,547
Industrial development bond 0 2,061,667
----------- -----------
Total liabilities 5,797,306 5,899,460
----------- -----------
Stockholders' equity
Preferred stock - $.0001 par value; 5,000,00 shares authorized, 200,000 shares
designated as Series A, 5% cumulative,
convertible, 133,633 shares issued and outstanding 13 13
Common stock - $.0001 par value; 30,000,000 shares authorized,
14,270,000 and 13,760,000 issued and outstanding at March 31,
and September 30, 1999 respectively 1,427 1,376
Additional paid-in capital 2,001,356 1,629,282
Retained earnings (500,088) (636,118)
Accumulated other comprehensive loss Total (55,907) (55,907)
----------- -----------
Total stockholders' equity 1,446,801 938,646
----------- -----------
Total liabilities and stockholders' equity $ 7,244,106 $ 6,838,106
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
2
<PAGE>
PEREGRINE INDUSTRIES, INC
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31 THREE MONTHS ENDED MARCH 31
----------------------------------------------------------------------------------
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales $ 5,291,171 $ 3,718,425 $ 2,659,652 $ 2,007,973
Cost of Sales 3,767,815 2,660,770 1,925,878 1,445,229
----------- ----------- ----------- -----------
Gross profit 1,523,356 1,057,655 733,774 562,744
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and admin. expense 842,315 682,217 431,093 323,745
Pre-operating costs new product 0 270,671 0 160,734
Research and development 112,547 148,120 29,121 67,351
Depreciation and amortization 247,630 37,577 124,853 18,788
----------- ----------- ----------- -----------
Total operating expenses 1,202,492 1,138,585 585,067 570,618
----------- ----------- ----------- -----------
Income/(loss) from operations 320,864 (80,930) 148,707 (7,874)
Other Income/(expense)
Interest income 9,838 7,644 5,029 3,957
Interest expenses (124,146) (78,324) (58,554) (49,017)
----------- ----------- ----------- -----------
Income (loss) before tax 206,556 (151,610) 95,181 (52,934)
Income tax benefit/(provision) (70,526) 48,073 (31,438) 9,773
----------- ----------- ----------- -----------
Net Income/(loss) $ 136,030 $ (103,537) $ 63,743 $ (43,161)
Foreign currency translation Total 0 3,440 0 (352)
----------- ----------- ----------- -----------
Comprehensive income (loss) $ 136,030 $ (100,097) $ 63,743 $ (43,513)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
<TABLE>
<CAPTION>
Six months ended
March 31,
------------------------
2000 1999
---- ----
<S> <C> <C>
Basic net income per share:
Net income $ 136,030 $ -100,097
Weighted average common shares
outstanding 13,911,803 13,760,000
------------ --------------
Basic net income per share $ 0.0098 $ (0.007)
------------ --------------
Diluted net income per share:
Weighted average common shares
outstanding 13,911,803 13,760,000
Convertible preferred shares 133,663 133,663
Warrants 610,000 0
Stock options 62,185 0
------------ ---------------
Weighted average common and potential
common shares outstanding 14,717,651 13,893,663
------------ ----------------
Net income 136,030 $ (100,097)
------------ ---------------
Diluted net income per share: $ 0.009 $ (0.007)
------------- ------------
</TABLE>
4
<PAGE>
PEREGRINE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
SIX MONTHS ENDED MARCH 31
-------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 136,030 $ (103,537)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Deferred tax benefit
Depreciation and amortization 247,630 37,577
Outstanding stock options 11,625 0
Foreign currency translation adjustment 0 3,440
Warranty reserve (21,457) (6,583)
Changes in operating assets and liabilities:
Restricted cash (18,882) (846,569)
Accounts receivable (279,993) (409,640)
Income tax receivable (27,439) 0
Inventory (373,100) (3,407)
Prepaid and other current assets 11,748 (20,197)
Federal income tax deposits 3,570 0
Deposits 8,763 75,712
Debt issue cost 10,032 0
Deferred tax asset 58,588 (42,900)
Accounts payable (31,050) 596,855
Accrued expenses and other payables (48,473) (8,735)
Income taxes payable 8,368 42,390
----------- -----------
Net cash provided by (used in) operating activities (304,040) (685,594)
----------- -----------
Cash flow from investing activities:
Expenditures for property and equipment (91,145) (2,186,313)
----------- -----------
Net cash used in investing activities (91,145) (2,186,313)
----------- -----------
Cash flows from financing activities:
Bank overdraft 16,217 85,174
Proceeds from equipment term loan 0 1,500,000
Repayment of equipment term loan (49,762) (1,275,128)
Payments on notes payable to shareholder and director (6,344) 0
Payments on note payable and capital leases (4,154) 0
Proceeds from Industral Development Bonds 0 2,354,662
Payments on Industral Development Bonds (147,500) 0
Borrowings on line of credit, net 182,000 192,000
Proceeds from sale of common stock 360,500 0
----------- -----------
Net cash provided by financing activities 350,957 2,856,708
----------- -----------
Net increase in cash and cash equivalents (44,228) (15,199)
Cash and cash equivalents, beginning of quarter 46,980 45,515
----------- -----------
Cash and cash equivalents, end of year $ 2,752 $ 30,316
=========== ===========
</TABLE>
5
<PAGE>
PEREGRINE INDUSTRIES, INC
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Note 1:
The accompanying unaudited consolidated financial statements of Peregrine
Industries, Inc. and its subsidiaries (collectively, the "Company") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 310
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation (consisting of normal recurring accruals) have
been included. 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. Actual results could differ from those estimates. Operating
results for the three month and six month periods ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ending
September 30, 2000. These financial statements and notes should be read in
conjunction with the Company's Annual Report on Form 10-KSB for the year ended
September 30, 1999.
6
<PAGE>
Note 2: Net income (loss) per share is calculated using the weighted average
number of common and common shares outstanding during the periods. Diluted net
income per share is calculated by dividing net income by the weighted average
number of common and potential common shares outstanding during the period.
Potential common shares consist of the dilutive effect of outstanding options
and warrants calculated by the treasury stock method. All earnings per share
amounts for all periods have been presented, and where appropriate, restated to
conform to the Statement of Financial Accounting Standards No. 128
requirements..
Note 3: Inventories are valued at the lower of cost or net realizable value with
cost determined on a first in, first out (FIFO) method and consist of the
following:
<TABLE>
<CAPTION>
March 31 September 30
2000 1999
------------------ ------------------
<S> <C> <C>
Raw materials, piece parts, and components $ 2,143,097 $ 1,796,827.00
Work in process 48,750 90,750
Finished goods 187,831 119,001
-------------- ---------------
2,379,678 2,006,578
Reserve for obsolete and slow moving inventory 65,004 65,004
-------------- ---------------
$ 2,314,674 $ 1,941,574
-------------- ---------------
</TABLE>
Note 4: A $1,000,000 line of credit with a bank expired on May 4, 2000. The
balance of that line was $1,000,000 at March 31, 2000 and as of the date of this
report. The Company is currently negotiating the extension of terms and credit
with the commercial lender.
Note 5. Industrial Development Bond and Bank Term Loan
The Company is currently in violation of certain of its covenants associated
with its Industrial Development Bond and Bank Term Loan. Accordingly, such
obligations have been reclassified into current liabilities. As a result of its
covenant violations, such debt obligations could be called on demand. However,
it is uncertain as to whether the Company will be able to repay the debt
obligations on demand, refinance it with its current lenders or obtain other
sources of financing. The inability of the Company to repay or refinance its
debt obligations could have a material adverse impact on the Company's financial
condition.
7
<PAGE>
Note 6: CONCENTRATION OF CREDIT RISK
The Company's three largest customers accounted for 30%, 19% and 15%,
respectively, of sales recorded during this quarter. Additionally, accounts
receivable insurance coverage is being continually expanded.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Except for historical matters, the matters discussed in this Form 10-Q are
forward-looking statements that reflect the Company's current views with respect
to future events and financial performance. These forward-looking statements are
subject to certain risks and uncertainties which could cause actual results to
differ materially from historical results or those anticipated. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. The following factors could cause
actual results to differ materially from historical results or those
anticipated; 1) changes in international operations, 2) exchange rate risk, 3)
market conditions for the Company's products, 4) the Company's ability to
provide innovative and cost-effective solutions, 5) development risks, 6)
changes in regulations or standards applicable to the Company's products, 7)
competition and 8, changes in the economic climate.
8
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR FINANCIAL CONDITION AND RESULTS OF
OPERATION
Three Months Ended March 31, 2000 as Compared to Three Months Ended March 31,
1999
The Company's consolidated condensed financial statements present a
consolidation of its worldwide operations. This discussion supplements the
detailed information presented in the Consolidated Condensed Financial
Statements and Notes thereto (which should be read in conjunction with the
financial statements and related notes contained in the Company's 1999 Annual
Report on Form 10-K) and is intended to assist the reader in understanding the
financial results and condition of the Company.
Net sales increased approximately 32.5% for the second quarter of
fiscal 2000 as compared to the second quarter of fiscal 1999. Management of the
Company believes this increase is primarily attributable to continued
improvements in product efficiency consisted with product operating costs
(primarily due to the Company's new parallel flow coils and brazed plate heat
exchanges), the growing popularity of heat pumps versus other energy sources and
the Company's increased penetration of the southwestern U.S. market, as well as
the price increase implemented at the beginning of fiscal 2000 as discussed
below.
The cost of sales remained relatively constant at 72.4% of net sales
for the second quarter of fiscal 2000 versus 71.9% of net sales for the second
quarter of fiscal 1999.
Gross profit increased approximately 30.4% during the second quarter of
fiscal 2000 as compared to the second quarter of fiscal 1999 as a result of
increased net sales.
Total operating expenses remained relatively constant during the second
quarter of fiscal 2000 as compared to the second quarter of fiscal 1999.
Selling, general and administrative expenses increased approximately 34% during
the second quarter of fiscal 2000 versus the second quarter of fiscal 1999 as a
result of increases in personnel and personnel costs in order to support the
Company's growth.
Pre-operating costs for new product during the three months ended March
31, 1999 represented costs associated with the start-up of the Company's Alcool
facility in Alabama; the Company did not incur similar costs during the
comparable period in fiscal 2000.
Research and development expenses decreased during the second quarter
of fiscal 2000 as compared to the second quarter of fiscal 1999 as a result of
the substantial completion of development of Company's new parallel flow coils
and brazed plate heat exchanges.
The significant increase in depreciation and amortization for the
second quarter of fiscal 2000 as compared to the second quarter of fiscal 1999
reflects the placing in service of the production equipment at the Alcool plant.
The Company reported net income of $63,744 for the three months ended
March 31, 2000 as compared to a net loss of $43,161 during the comparable three
month period in fiscal 1999, and comprehensive income of $63,744 and a
comprehensive loss of $43,513 during those periods respectively primarily as a
result of increased sales during the 2000 period.
Six Months Ended March 31, 2000 as Compared to Six Months Ended March 31, 1999
Net sales increased approximately 42.3% for the six months ended March
31, 2000 as compared to the six months ended March 31, 1999. Effective September
1 1999, the Company instituted a weighted average price increase of 15% on its
pool heaters in order to both recover its research and development expenses on
certain propriety components as discussed above as well as its assumption of
certain warranty service functions previously handled by certain customers of
the Company. The increase in net sales is attributable to this price increase,
as well as continued improvements in product efficiency consistent with product
operating costs (primarily due to the Company's new parallel flow coils and
brazed plate heat exchanges), the growing popularity of heat pumps versus other
energy sources and the Company's increased penetration of the southwestern U.S.
market.
9
<PAGE>
The Company continues to refine the manufacturing process of the
parallel flow coils. Currently this proprietary technology is only incorporated
into the Company's products. In furtherance of the Company's business strategy,
during the third quarter of fiscal 2000 management believes it will begin sales
of these component products to third party manufacturers. In addition, the
Company has completed development of a thermally conductive, corrosion resistant
polymeric material which may replace traditional material used for heat
exchanges and metallic heat-sink products. The Company has filed a patent
application on these materials with the United States Patent Office and with 11
additional countries. The Company has also completed manufacturing agreements
with a global plastic compounder and high-technology marketing and engineering
company to assist the Company in introducing these materials to the market.
Management of the Company presently anticipates the Company will begin make
sales of these materials during the last quarter of fiscal 2000 or the first
quarter of fiscal 2001. While management of the Company believes that these
materials will receive commercial acceptance, management cannot predict at this
time what effect, if any, these products will have on the Company's results of
operations in the future.
As a result of income tax considerations, the Company did not record
any sales through Peregrina Global, Inc., its foreign sales corporation, during
the six months ended March 31, 1999. During the six month ended March 31, 2000,
the Company recorded export sales through this subsidiary of $563,560, and
commission to Peregrine Global, Inc. of $35,409.
The cost of sales remained relatively constant at 71.2% of net sales
for the six months ended March 31, 2000 versus 71.5% of net sales for the six
months ended March 31, 1999.
Gross profit increased approximately 44% during the six months ended
March 31, 2000 as compared to the six month ended March 31, 1999 as a result of
increased net sales.
Total operating expenses increased approximately 5.6% for the six
months ended March 31, 2000 versus the six months ended March 31, 1999. Selling,
general and administrative expenses increased approximately 23.4% during the six
months ended March 31, 2000 versus the six months ended March 31, 1999 as a
result of increases in personnel and personnel costs in order to support the
Company's growth.
Research and development expenses decreased during the six months ended
March 31, 2000 as compared to the six months ended March 31, 1999 as a result of
the substantial completion of development of certain new components as discussed
above.
Depreciation and amortization increased approximately 556% during the
six months ended March 31, 2000 as compared to the six months ended March 31,
1999 as a result of the placing in service of the production equipment at the
Alcool plant.
Interest expense increased approximately 58.5% for the six months ended
March 31, 2000 versus the comparable period in fiscal 1999 as a result of costs
associated with the financing of manufacturing equipment at the Alcool plant and
a full utilization of the Company's working capital line at a commercial lender
in conjunction with an increase in sales during the 2000 period.
10
<PAGE>
The Company reported net income of $136,030 for the six months ended
March 31, 2000 as compared to a net loss of $105,537 during the comparable six
month period in fiscal 1999, and comprehensive income of $136,060 and a
comprehensive loss of $100,097 during those periods respectively primarily as a
result of increased sales during the 2000 period.
Liquidity and Capital Resources
Net cash used in operating activities was approximately $304,000 for the six
months ended March 31, 2000 as compared to $686,000 for the same period last
year. A major factor was the net income before depreciation of $384,000 for the
six months ended March 31, 2000 as compared to a negative of $65,000 for the
same period last year. A change of $828,000 in the restricted cash balance
(residual funds generated by the industrial bond financing of Alcool equipment)
was largely offset by increases in inventory and accounts receivable resulting
from sales volume increases. Net cash used in investing activities declined from
$2,186,000 for the six months ended March 31, 1999 to $91,000 for the same
period this year as a result of completing facilitation of the Alcool plant. Net
cash provided by financing activities of $351,000 compares to $2,857,000 for the
same period last year, again as a result of completing the facilitation of the
Alcool plant, as well as (1) increases in the credit line along with deceases in
the cash balance were used to pay down term debt, including the industrial bond
financing for Alcool, and (2), $361,000 was generated in this six months period
from the sale of common stock as described elsewhere in this report.
The accounts receivable increase of $280,000 since September 30, 1999 generally
follows the increase in sales volume. A large international insurance company
insures approximately 75% of the balances.
Inventory increased $373,000 or 19% since September 30, 1999 which is less than
the sales volume increase because of better turnover normally associated with
sales increases. In the fiscal year ended September 30, 1999, a reserve for
obsolete and slow moving inventory in the amount of $65,000 was recorded as a
result of major improvements in product component technology. No additional such
provision was required for the six months period ending March 31, 2000.
Deferred tax asset decreased $59,000 during the six months ended March 31, 2000
as a result of current period income taxes carried back to prior years under
Internal Revenue Service tax carry back provisions.
Before re-classifying long term debt to current liabilities as described
elsewhere, working capital at March 31, 2000 was $225,000 as compared to a
working capital deficit of $373,000 at September 30, 1999. Note amount after
reclass. The Industrial Development Bond was classified as a current liability
as a result of the Company being in violation of certain covenants. As a result
of its covenant violations, such debt obligations could be called on demand.
However, it is uncertain as to whether the Company will be able to repay the
debt obligations on demand, refinance it with its current lenders or obtain
other sources of financing. The inability of the Company to repay or refinance
its debt obligations could have a material adverse impact on the Company's
financial condition.
A $1,000,000 line of credit from a commercial lender expired on May 4, 2000. The
balance on that line was $1,000,000 at March 31, 2000 and as of the date of this
report. The Company is currently negotiating the extension of term and credit
with the commercial lender. If the company cannot successfully complete its
negotiations or obtain alternative sources of financing, the expenses and
repayment of this line of credit could have a materially adverse impact on the
Company's financial condition.
Net loans to directors/stockholders was $3,500 at March 31, 2000.
11
<PAGE>
Field failures have not been a significant problem in the company's history.
Traditionally, however, the introduction of dramatically new components often
times results in failures in their initial usage, despite extensive pre
production testing. For these reasons and in view of assuming certain additional
warranty fulfillment obligations, the Company added a warranty service
department in this six months period. While warranty credits in this six month
period totaled 3% of sales versus 0.4% in the same period last year,
management believes that initial field operating problems are substantially
satisfied, that warranty cost will shortly be near its former levels, and that
the present $32,000 warranty reserve is adequate as to anticipated future needs.
Warranty transactions for the six months ended March 31, 2000 and 1999 were as
follows:
Six Months Ended March 31
-------------------------------
2000 1999
Warranty reserve balance at start $ 53,635 $ 54,807
Provisions 139,066 25,301
Warranty credits issued 160,522 14,913
------------ ----------
Warranty reserve balance at end $ 32,179 $ 65,195
=========== ==========
Warranty credits as a % of sales 3% 0.40%
=========== ==========
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
In January 2000, the Company completed a private placement of its securities to
a group of eight accredited investors, including the Company's CEO and its
outside director in a transaction exempt from registration under the Securities
Act of 1933, as amended, pursuant to an exemption under Section 4(2) of said
act. Pursuant to the terms of the private placement agreement, the Company
issued 400,000 shares of its common stock and three year warrants to purchase
200,000 shares of the Company's common stock at $1.25 per share. The Company
received $300,000 in gross proceeds in this offering, which is used for general
working capital. The Company granted the purchasers in this offering certain
registration rights.
In January 2000 the Company also issued an aggregate of 110,00 shares of its
common stock , and a warrant to purchase an additional 7,500 shares at $1.25 per
share to two entities who were accredited investors as satisfaction of amounts
due those entities by the Company. These transaction were exempt from
registration under the Securities Act of 1933 as amended, in reliance on Section
4(2) of said act. The Company also granted these investors registration rights.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) None.
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized.
Peregrine Industries, Inc.
(Registrant)
/s/ Merrill A. Yarbrough
---------------------------------
Merrill A. Yarbrough
Chief Executive Officer
Dated: May 19, 2000
14
