Peregrine Industries Inc. (PGID)

[Nafariouss]

Symbol changed to PGID (HVAC)
DEF 14C Jan 11, 2008
http://pinksheets.com/edgar/GetFilingHtml?FilingID=5648351
ACTION I
REVERSE STOCK SPLIT

MATERIAL TERMS OF THE REVERSE SPLIT

The Board has unanimously adopted and the consenting stockholders have approved a resolution, attached as Exhibit A hereto, to effect a one-for-hundred (1:100) reverse stock split of the common stock of Peregrine (the "Reverse Split"). The resulting share ownership interest including resulting fractional shares for each individual shareholder shall be rounded up to the first whole integer. The Board and the consenting stockholders believe that the Reverse Split is in Peregrine's best interests, principally because it will enable Peregrine to issue additional shares in connection with a reverse merger or other business-combination transaction related to its ongoing efforts to acquire an operating business. As of the date of this Information Statement, Peregrine is not negotiating with any party nor has it identified any potential business combination candidate.

The immediate effect of the Reverse Split will be to reduce the total number of shares of Peregrine's common stock from 50,420,000 shares to approximately 504,200 shares of common stock issued and outstanding. The Company's authorized number of common Stock, 100,000,000 shares, par value $0.0001, and Preferred Stock, 5,000,000 shares, par value $0.0001, will remain the same after the Reverse Split.

The Reverse Split will affect all of the holders of Peregrine's common stock uniformly and will not materially affect any stockholder's percentage ownership interest in Peregrine or proportionate voting power, except for insignificant changes that will result from the rounding of fractional shares.

The Reverse Split is expected to become effective on or about January 25, 2008 (the "Effective Date"). The Reverse Split will take place on the Effective Date without any action on the part of the holders of Peregrine's common stock and without regard to current certificates representing shares of Peregrine's common stock being physically surrendered for certificates representing the number of shares of Peregrine common stock each stockholder is entitled to receive as a result of the Reverse Split.

No fractional shares will be issued in connection with the Reverse Split. Any fractional share will be rounded up to the first whole integer.

The Board resolution and stockholders' consents granting the authority to effect a one-for-hundred reverse stock split of the common stock of Peregrine is attached hereto as Exhibit A.