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 listed 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.

Currently, White Knight Co., Ltd., a Japan Company owned and controlled by Koichi Ishizuka, is our controlling shareholder, owning 10,000 shares of Series Z Preferred 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 October 31, 2022. 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 $7,450 and $850 for the three months ended October 31, 2022 and October 31, 2021, respectively.





Cash flow

For the three months ended October 31, 2022 and October 31, 2021, we had negative cash flows from operating activities in the amount of $7,450 and $850, 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.

© Edgar Online, source Glimpses