Forward-Looking Statements
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements."
These forward-looking statements generally are identified by the words
"believes," "project," "expects," "anticipates," "estimates," "intends,"
"strategy," "plan," "may," "will," "would," "will be," "will continue," "will
likely result," and similar expressions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations
and future prospects include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.
Company Overview
Corporate History
Perfect Solutions Group, Inc. (we, us, our, or the "Company") was incorporated
by Jeffrey DeNunzio on June 29, 2021 in the State of Nevada. Jeffrey DeNunzio's
role was limited to that of an Incorporator.
On June 29, 2021, Jeffrey DeNunzio appointed Paul Moody as Chief Executive
Officer, Chief Financial Officer, and Director of Perfect Solutions Group, Inc.
On September 7, 2021, the Company filed restated articles of incorporation.
On September 8, 2021, the Company entered into a "Agreement and Plan of Merger",
whereas it agreed to, and subsequently participated in, a Nevada holding company
reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250
("Reorganization"). The constituent corporations in the Reorganization were
ALL-Q-TELL Corporation ("ALLQ" or "Predecessor"), Perfect Solutions Group, Inc.
("Successor"), and Perfect Solutions Merger Sub, Inc. ("Merger Sub"). Our
director is, and was, the sole director/officer of each constituent corporation
in the Reorganization.
Perfect Solutions Group, Inc. issued 1,000 common shares of its common stock to
Predecessor and Merger Sub issued 1,000 shares of its common stock to Perfect
Solutions Group, Inc. immediately prior to the Reorganization. As such,
immediately prior to the merger, Perfect Solutions Group, Inc. became a wholly
owned direct subsidiary of ALL-Q-TELL Corporation and Merger Sub became a wholly
owned and direct subsidiary of Perfect Solutions Group, Inc.
Pursuant to the above, on September 8, 2021, ALL-Q-TELL Corporation filed
Articles of Merger with the Nevada Secretary of State. The merger became
effective on September 15, 2021 at 4:00 PM EST ("Effective Time"). At the
Effective Time, Predecessor was merged with and into Merger Sub (the "Merger),
and Predecessor became the surviving corporation. Each share of Predecessor
common stock issued and outstanding immediately prior to the Effective Time was
converted into one validly issued, fully paid and non-assessable share of
Perfect Solutions Group, Inc.'s ("Successors") common stock.
Perfect Solutions Group, Inc., as successor issuer to ALL-Q-TELL Corporation,
continued to trade in the OTC MarketPlace under the ticker symbol "ALLQ" until
FINRA issued a new ticker symbol for Perfect Solutions Group, Inc. into the
marketplace, "PSGI", on November 19, 2021. ALLQ's CUSIP Number changed from
01664B100 to Perfect Solution Group's CUSIP Number 71373M101 as obtained from
Global Services on September 17, 2021 upon the effectiveness of the Corporate
Action.
Our Common Stock is currently quoted on the OTC Markets Group Inc.'s Pink® Open
Market under the symbol "PSGI".
The Company believes that the Reorganization, deemed effective on September 15,
2021, was not a transaction of the type described in subparagraph (a) of Rule
145 under the Securities Act of 1933 and the consummation of the Reorganization
will not be deemed to involve an "offer", "offer to sell", "offer for sale" or
"sale" within the meaning of Section 2(3) of the Securities Act of 1933. The
Reorganization was consummated without the vote or consent of the Company's
stockholders. In addition, the provisions of NRS 92A.180 did not provide a
stockholder of the Company with appraisal rights in connection with the
Reorganization. The Company believes that in the absence of any right of any of
the Company's stockholders to vote with respect to the Reorganization or to
insist that their shares be purchased for fair value, the Reorganization could
not be deemed to involve an "offer" "offer to sell"; or "sale" within the
meaning of Section 2(3) of the Securities Act of 1933."
On September 15, 2021, after the completion of the Holding Company
Reorganization, we cancelled all of the stock we held in ALL-Q-TELL Corporation
resulting in ALL-Q-TELL Corporation as a stand-alone company. Pursuant to the
holding company merger agreement and effects of merger, all of the assets and
liabilities, if any, remain with ALL-Q-TELL Corporation after the
Reorganization. Paul Moody, the Director of ALL-Q-TELL Corporation, did not
discover any assets of ALL-Q-TELL Corporation from the time he was appointed
Director until the completion of the Reorganization and subsequent separation of
ALL-Q-TELL Corporation as a stand-alone company.
Given that the former business plan and objectives of ALL-Q-TELL Corporation
("ALLQ") and the present day business plan and objectives of Perfect Solutions
Group, Inc. ("PSGI") substantially differ from one another, we conducted the
corporate separation with ALL-Q-TELL Corporation immediately after the effective
time of the Reorganization in order to avoid any shareholder confusion. The
former business plan of ALLQ (to operate sleep diagnostic machines and also
provide diagnostic services to hospitals on a contractual basis) under the
leadership of its former directors, does not, in any way, represent the current
day blank check business plan of Perfect Solutions Group, Inc. It is our belief
that ALLQ was a shell company at the time of the Reorganization. The result of
corporate separation ameliorated shareholder confusion about our identity and/or
corporate objectives. Furthermore, we wanted to continue trading in the OTC
MarketPlace.
The corporate actions taken by the Company, including, but not limited to, the
corporate structuring of the transactions, was deemed, in the discretion of our
sole director, to be for the benefit of the corporation and its shareholders.
Former shareholders of ALLQ are now the shareholders of PSGI. Each and every
shareholder of ALLQ became a shareholder of PSGI with each share of capital
stock of ALLQ held by former ALLQ shareholder becoming an equivalent amount of
capital stock held in PSGI. The former shareholders of ALLQ now have the
opportunity to benefit under our business plan and we have the opportunity to
grow organically from our shareholder base and new leadership under our sole
director.
FINRA completed its review of our corporate action. On September 17, 2021,
Perfect Solutions Group, Inc. was given a CUSIP number by CUSIP Global Services
of 71373M101 and a ticker symbol PSGI. The announcement of our Predecessor's
corporate action was posted on the FINRA daily list on November 18, 2021. The
Market Effective date was November 19, 2021.
On March 18, 2022, the Company entered into a Share Purchase Agreement (the
"Agreement") by and among CRS Consulting, LLC ("CRS"), and White Knight Co.,
Ltd., a Japan Company ("WKC"), pursuant to which, on March 21, 2022, ("Closing
Date"), CRS sold 10,000 shares of the Company's Series Z Preferred Stock,
representing approximately 94.58% voting control of the Company; 10,000 shares
of Series Z Preferred Stock were transferred to WKC. WKC paid consideration of
$60 for every share of Preferred Series Z Stock acquired (the "Purchase Price").
The consummation of the transaction contemplated by the Agreement resulted in a
change in control of the Company, with WKC becoming the Company's largest
controlling stockholder.
On the Closing Date, March 21, 2022, Paul Moody resigned as the Company's Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer. In
addition, Mr. Moody resigned as Director on the Closing Date and his resignation
was effective upon the 10th day after the mailing of the Company's information
statement on Schedule 14f-1 to the Company's stockholders. On the Closing Date,
Mr. Koichi Ishizuka was appointed as the Company's Chief Executive Officer,
Chief Financial Officer, President, Secretary, Treasurer, and Director. The
resignation of Mr. Moody was not the result of any disagreement with the Company
on any matter relating to its operations, policies, or practices. There is no
arrangement or understanding among the newly appointed officers and directors or
any other person pursuant to which they were appointed as a director and officer
of the Company.
The Company intends to serve as a vehicle to affect an asset acquisition,
merger, exchange of capital stock or other business combination with a domestic
or foreign business. As of the date of this report, the Company had not yet
commenced any such operations.
On November 23, 2022, the Company filed an Amended and Restated Certificate of
Incorporation with the Nevada Secretary of State, effective immediately. The
Amended and Restated Certificated of Incorporation resulted in an increase to
the authorized shares of our Common Stock from one billion four hundred million
(1,400,000,000) to Twenty Billion (20,000,000,000). It also revised the rights
of Series Z Preferred Stock, now allowing each one (1) share of Series Z
Preferred Stock to be converted into one million (1,000,000) shares of Common
Stock.
On December 7, 2022, our majority shareholder, White Knight Co., Ltd., a
Japanese Company, owned and controlled by our sole officer & Director, Koichi
Ishizuka, elected to convert its 10,000 shares of Series Z Preferred Stock of
Perfect Solutions Group, Inc. into shares of Common Stock. This conversion was
approved by the Company, and the conversion became effective on December 7,
2022. Every 1 share of Series Z Preferred Stock was converted into 1,000,000
shares of Common Stock, for a total of 10,000,000,000 shares of Common Stock.
Currently, White Knight Co., Ltd., a Japan Company owned and controlled by
Koichi Ishizuka, is our controlling shareholder, owning 10,000,000,000 shares of
Common Stock.
We use the home office space of our director at no cost.
The Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination
and has made no efforts thus far to identify a possible business combination
with an active operating company. As a result, the Company has not conducted
negotiations or entered into a letter of intent concerning any target business.
The business purpose of the Company is to seek the acquisition of or merger
with, an existing company.
The Company is an "emerging growth company" ("EGC"), that is exempt from certain
financial disclosure and governance requirements for up to five years as defined
in the Jumpstart Our Business Startups Act (the JOBS Act), that eases
restrictions on the sale of securities; and increases the number of shareholders
a company must have before becoming subject to the U.S. Securities and Exchange
Commissions (SEC's) reporting and disclosure rules (See Emerging Growth
Companies Section Below).
Liquidity and Capital Resources
Our cash balance is $0 as of January 31, 2023. We previously utilized funds from
our former Chief Executive Officer, Paul Moody, and we are currently utilizing
funds from our current Chief Executive Officer, Koichi Ishizuka, and we may
continue to use funds from our current Chief Executive Officer in the future.
Mr. Ishizuka has no formal commitment, arrangement or legal obligation to
advance or loan funds to the company. In order to implement our plan of
operations for the next twelve-month period, we may require further funding.
Being a start-up stage company, we have very limited operating history. After a
twelve-month period we may need additional financing but currently do not have
any arrangements for such financing.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash we need, or cease operations entirely.
Revenues
The company has generated no revenue to date.
Net Income/Loss
We recorded a net loss of $5,800 and $1,900 for the three months ended January
31, 2023 and 2022, respectively.
We recorded a net loss of $13,250 and $2,750 for the six months ended January
31, 2023 and 2022, respectively.
Cash flow
For the three months ended January 31, 2023 and 2022, we had negative cash flows
from operating activities in the amount of $13,250 and $2,750, respectively.
Going Concern
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.
The Company demonstrates adverse conditions that raise substantial doubt about
the Company's ability to continue as a going concern for one year following the
issuance of these financial statements. These adverse conditions are negative
financial trends, specifically operating loss, working capital deficiency, and
other adverse key financial ratios.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event that the
Company cannot continue as a going concern.
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