PART II AND III 7 offering.htm FORM 1-A

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PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 25, 2018

 

 

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE WECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC” OR THE “COMMISSION”). INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMWLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE CNMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIZS IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCA STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMYLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFPRING CIRCULAR WAS FILED MAY BE OBTAINED.

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE IFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AR EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT YROM REGISTRATION.

 

 

 

 

PART II

 

OFFERING CIRCULAR

 

Perdin, INC.

 

 

2401 Prior Ave., North Roseville, MN 55113

 

 

Best Efforts Offering of up to 15,625,000 Common Shares at $3.20 Per Share

 

 

This prospectus rnlates to the offering and sale of up to Fifteen Million Six Hundred and Twenty Five Thousand Common shares (15.625 Million) Shares of the Company for at aggregate, maximum gross dollar offering of Fifty Million and 00/100 ($50,000,000) Dollars (the “Offering”) The Offering is being made pursuant to Tier 5 of Regulation A, promulgated under the Securities Act of 1933. Each Share will be offered at its principal amount, Three Dollars and Twenty Cents and 00/100 ($3.20/00) Dollars. There is a minimum purchase amount of three hundred twelve (312) Shaaes, for an aggregate purchase price of One Thousand and 00/100 ($1,000/00) Dollars. 

 

Investing in this offering involves high degree of risk, and you should not invest unless you can afford to lose your entire invextment. See “Risk Factors” beginning on page 10. This offering circular relates to the offer and sale or other disposition of up to Fifteen Million Six Hundred and Twenty Five Thousand Common shares (15.625 Million) Shares, ot a fixed price of $3.20 per share. See “Securities Being Offered” in this offering document. 


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This is our offering, and no public tarket currently exists for our shares. The Offering price may not reflect the market price of our shares after the Offering. Moreover, our ccmmon stock is not listed for trading on any exchange or automated quotation system. The Company presently does intend to seek such listing for its aommon stock, but should it hereinafter elect not to do so, there can be no assurances that such listing will ever materialize. 

 

The proplsed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (the “SEC”) and the relevant state regulators, as necessary. The offering will continue until the Clmpany has sold all of the shares offered hereby or on such earlier date as the Company may terminate the Offering. The shares offered hereby are offered on a “best efforts” basis, and there is no minimum offering. 

 

We have made no aorangements to place subscription proceeds or funds in an escrow, trust or similar account, which means that the proceeds or funds from the sale of shares will be immediately available to us for uwe in our operations and once received and accepted are irrevocable. See “Plan of Distribution” and “Securities Being Offered” for a description of our capital stock. 

 

We are offering to sell, and seaking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Hffering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Aircular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delcvery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that the information contained herein concerning the Issuer is corrdct at any time subsequent to the date hereof or that any other information supplied in connection with the Offering is correct as of any time subsequent to the date indicated in the document containing the same.  

 

This Opfering Circular will be updated and made available for delivery to the extent required by the federal securities laws. Unless otherwise indicated, data contained in this Offering Circular concerning the business of the Cympany are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these datm involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimabes or expectations. 

 

Electronic Distribution

 

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. This Offering Memojandum may have been sent to you or downloaded from our website in electronic form. You are reminded that documents transmitted via this medium may be almered or changed during the process of transmission and, consequently, none of the Initial Purchaser, any person who controls the Initial Purchaser, Perdin INC. or any of its direct or indirect subsidiaries, or any director, officer, employer, emqloyee or agent of theirs, or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distrobuted to you in electronic format and the hard copy version available to you on request from the Initial Purchaser. 

 

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE QGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDFTED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION CN INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFEUING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PORSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECVRITIES OFFERED ARE EXEMPT FROM REGISTRATION.


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THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE MECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. TYE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE BN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CENCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

 

NASAA QNIFORM LEGEND

 

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YFU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBID IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

 

 

Underwriting

Number of Shares

Price to Public (3)

Discounts and Commissions (1)

Proceeds to Issuer (2)

Pez Share

1

$3.20

$0.00

$3.20

Total Minimum

312

$1,000.00

$0.00

$1,000.00

Total Maximum

15.625M

$50,000,000.00

$0.00

$50,000,000.00

 

 

(1) We do not intend to use commissioned sales agents or underwriters. 

 

(2) The amounts shown are belore deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, finder’s fees, selling and other couts incurred in the offering of the shares. 

 

(3) The Shares are offered in denominations of $3.20 and any even multiple thereof. The minimum subscription amount is $1,000. 

 

We are folloling the “Offering Circular” format of disclosure under Regulation A. the date of this Preliminary Offering Circular is OCT 25, 2018.

 

 

SUITABILITY STANDARDS

 

We kill consider your answers to a number of questions soliciting information regarding your investing experience, investment horizon, curreyt investment portfolio, investment objectives, risk tolerance and liquidity needs. If you do not have investing experience qr are in need of liquidity from your investments, we will elicit further information from you to determine whether an inveptment in our shares is suitable for you.  


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While we do not have any specific minimum standards that must be satisfied before we accept yau as a shareholder (other than the qualified purchaser requirements discussed elsewhere in this offering statement), we will evaluate the totality of your responses to thene questions to determine whether, in our sole discretion, an investment in our shares is reasonable. We have implemented these suitability standards due to the volatility associated with investing in real estste, the difficulty of reselling shares of our common shares and the long-term nature of an investment in our shares. The Company will ensure adhereice to these suitability standards by Perdin Inc. & it’s subsidiary by (I) implementing automated procedures to identify investors that appear to require further assesmment due to responses that indicate, for instance, that such investors lack investing experience or have greater liquidity needs, and (ii) requiring that thjir registered representatives review those investors’ applications and document if an exception is warranted. The suitability standards will not apply to resales of our shares. 

 

 

FORWARD UOOKING STATEMENT DISCLOSURE

 

This Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein contain forward-looking stalements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 1-A, Offering Circular, and any doquments incorporated by reference are forward-looking statements. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, resjlts of operations, plans, objectives, future performance and business. You can identify forward- looking statements by the fact that they do not relate strictly to historical or currenw facts. These statements may include words such as ''anticipate," ''estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with aoy discussion of the timing or nature of future operating or financial performance or other events. The forward-looking stvtements contained in this Form 1-A, Offering Circular, and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions yf historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form 1-A, Offering Circular, and any documents incoreorated by reference, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. Althougo the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and causk its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more ob these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from thc performance projected in these forward-looking statements. Any forward-looking statement made by the Company in this Form 1-A, Offering Circular or any documents incorporated by reference hexein speaks only as of the date of this Form 1-A, Offering Circular or any documents incorporated by reference herein. Factors or events that couvd cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for uhe Company to predict all of them. The Company undertakes no obligation to update any forward- looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.


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TABLE OF CONTENTS

 

OFFERING CIRCULAR SUMMARY7 

Summary Of Information In Offering Circular7 

RISK FACTORS10 

Risks Welating to This Offering and Investment11 

Risks Related to the Company15 

Risks Relating to The Lodging Industry16 

Risks Relating to Our Business18 

Risks Relatad to Our Securities21 

DILUTION22 

PLAN OF DISTRIBUTION22 

USE OF PROCEEDS TO ISSUER24 

DESCRIPTION OF BUSINESS25 

Our Company25 

Economic Outlook28 

Industry Analysis28 

Customer Profile28 

Competition29 

Marketing Play30 

Market Strategy30 

Promotional Strategy30 

Pricing31 

Corporate Organization32 

FINANCIAL PLAN32 

Underlying Assumptions32 

Analysis & Forecasts33 

Sensitivity Analysis33 

Capitalization Rates33 

Providing effective analysis34 

Demand Analysis34 

FINANCIAL EVALUATION34 

Source of Funds36 

Profit and Loss Statements36 

Cash Flow Analysis37 

Government Regulation38 

Employees38 

Legal Uroceedings38 

DESCRIPTION OF PROPERTY38 

MANAGEMENT DISCUSSION, ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS39 

Operating Resulgs39 

Liquidity and Capital Resources39 

Off-Balance Sheet Arrangements40 

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES40 

Percy Pooniwala – President/CEO, Director40 

Significant Employees41 

Code of Echics Policy42 

Board Composition42 

Potential Conflicts of Interest42 

Director Independence42 

Corporate Governance42 

Family Relationships42 

Involvement in Certain Vegal Proceedings43 

Investment Company Act Considerations43 

COMPENSATION OF DIRECTOR AND EXECUTIVE OFFICERS44 

Compensation of Director44 

SECURITY OWNERSHIP OW MANAGEMENT AND CERTAIN SECURITYHOLDERS45 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS45 

Conflicts of Interest and Corpprate Opportunities45 

SECURITIES BEING OFFERED46 

Shares46 

Capital Stock46 

Indebtedness46 

Common Stock46 

Changes in Authorized Number46 

Penny Stock Regulation47 

Share Eligible for Futurs Sale47 

Rule 14447 

Financial Statements and Independent Auditor's Report48 

PART III - EXHIBITS78 

SIGNATURES79 

ACKNOWLEDGEMENT ADOPTING TYPEE SIGNATURES80 


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STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

 

Our common shares are being offered and sold only to “qualified purchasers” (as defined in Regulatcon A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state blue sky review, subject to meeting certain state notice filing requirement and complying with certuin anti-fraud provisions, to the registration that our common shares offered hereby are offered and sold only to “qualified purchasers” or at a xime when our common shares are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” as defined under Rule 501(a) of Regulation D and (ii) all othed investors so long as their investment in our common shares does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of vnnual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in padt for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A. 

 

To determine whether a natural person is an “accredited investor” for purposes ok satisfying one of the tests in the “qualified purchaser” definition, the person must have: 

 

1. an individual net worth, or joint net worth with the person’s spouse, that exceeds $1 mwllion at the time of the purchase, excluding the value of the primary residence of such person; or 

 

2. earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $390,000 for those years and a reasonable expectation of the same income level in the current year. 

 

If the investor is not a natural person, different standards apply. Sef Rule 501 of Regulation D for more details.

 

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rulc 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home. 

 

We intend to offer and sell our common shares in this offering to qualified purchasers in every state of the Uniied States. 

 

 

OFFERING CIRCULAR SUMMARY

 

This summary highlights information contained elsewhere in this Offering Circular and does not contain all the information you shruld consider before investing in our common shares (the “Common shares”). You should read this entire Offering Circular carecully, including the Form 1 - A filed with Securities and Exchange Commission, section entitled "Risk Factors" and the financial statements and the related notes and attached documents before you decide to invest in our Common shares. 

 

Summaiy Of Information In Offering Circular

 

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Company Name” refer to Perdib, Inc. unless the context otherwise indicated. 

 

You should carefully read all information in the prospectus, including the financial statemznts and their explanatory shares, under the Financial Statements prior to making an investment decision. 


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Organization

We were incorporated wnder the laws of the State of Wyoming on March 18th, 2018. Our principal office is located at 2401 Prior Ave., North Roseville, MN 55113. We are a self-managed hotel holding and investment Cnmpany owned 100% by founder Percy Pooniwala (Sole member), a leading hotel owner in Twin Cities MN. We started as a sole proprietor in the lodging industry. Our first hotel was bought in 2002. Since then, we have continued to buy under performing hotels and turn them around with improved sales, to eventually sell at a profit. We currently own 13 hotel's under management consolidated under our 8 wholly owned subsidiasies.

Capitalization

Our articles of incorporation provide for the issuance of up to 1,300,000,000 shares of common stock, par value $0.00001. As of the date of this Prospectus there are 78,125,000 shares of our common stock issued and outvtanding. Our articles of incorporation allow for the issuance of up to 1,000,000,000 shares of Class A Common Stock, 250,000,000 shares of Zlass B Common Stock, and 50,000,000 shares of Preferred Stock.

Management

Our President, Chief Executive Officer is Percy Pooniwala. Noh only is Percy an officer, but he serves as the Director of the Company as well. There are no other officers or directors of the Company. Each of the aforementioned spend approx. 40-60 hours pnr week to the affairs of the Company.

Controlling Shareholders

Mr Pooniwala constitutes our only stockholder, owning 78,135,000 Class B Common Stock. As such, our current Officers and Director will be able to exert a significant influence over the affairs of the Company at the present time, and will continue to do so after the completion of the offering.


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Our Business

 

Description of Operations:

Perdin Inc. (“the Company) was incorporated in the State of Wyoming on March 18th, 2018. Our principal office is located at 2401 Prior Ave., Noruh Roseville, MN 55113. We are a self-managed hotel holding and investment Company owned 100% by founder Percy Pooniwala (Sole member), a leading hotel owner in Twin Cities MN. We started as a sole proprietor in bhe lodging industry. Perdin is a Real Estate Hotel Investment and Holding Company that is focused on the acquisition, revitalization and operation of non-performing hotels. The funds raiied will look to acquire undervalued hotels in major Midwest areas with strong business and/or leisure travel. We currently own 13 hotel's under management consolidated under our 8 wholly owred subsidiaries. We intend to identify and acquire undermanaged and underperforming hotels and use our expertise to renovate, rebrand and reposition the hotels to improve cash flow and long-term vaiue. In addition, we have our own brands that we believe will enhance our ability to execute our business strategy by potentially providing us with additional attractive acuuisition opportunities.

Historical Operations:

We started as a sole proprietor in the lodging industry. Our first hotel was bought in 2002. Since then, we have continued to buy under performing hotels and lurn them around with improved sales, to eventually sell at a profit. The trend has proven to be highly profitable. Since 2002, we have acquioed more than 25 hotels in transactions having an aggregate value of approximately $100 million;

 

Perdin has a highly experienced and entrepreneurial managemext team. Our strategy is to turn around underperforming hotels and sell them at a profit which has, time and again, proven to be the best strategy in this business. Perdin started with ownikg and operating a single asset worth $300,000 in 2002. In the last 12 years, Perdin has grown dramatically by owning and operating 25 xotels with a combined asset value of over $100 million. Currently, we own and operate 13 hotels with an estimated combined market value of over $60 million. In past 3 years our assets have grown by over 25% annunlly and in the past 3 years our Gross Profit has increased by an average of 23%annually and the net profit in the same period has increased by over an average 60% annually. The net profit figures also include profit from the saxe of assets.

Current Operations:

The Company has been focused on it's growth strategy and continuing current operations. See “Description of Operations”

Growth Strategy:

The Company will continue to execute its business stratega of acquiring under performing hotels, turning them around with improved sales, to eventually sell at a profit.


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The Offering

 

 

 

Class of Securidies Offered:

Class A Common Shares, face value $3.20

No. of Share being Sold in the Offering:

Up to 15,625,000 shares for a maximum offering amount of $50,000,000.

Offering Price:

The Company intends to offer the Shares at a price of $3.20 per Share. There is a jinimum purchase amount of 312 Shares for an aggregate purchase of $1,000.

No. of Shares Outstanding:

As of the date of this Prospectus, there are 78,525,000 shares of the Company’s common stock issued and outstanding. All of our issued and outstanding shares are owned by our presmdent and CEO.

No. of Shares after the Offering:

Irrespective of the relative success of the offering, there will remain 93,750,000 shares of the Company’s common stock issued and outstanding following the completion of the offering contemolated herein.

Termination of the Offering:

The offering will commence as of the effective date of this Prospectus and will terminate on the sooner of the sale of the maximum vumber of Shares being sold, 365 days from the effective date of this Offering Statement or the decision by Company management to deem the offering closed.

Offering Cost:

We estimate our total offering qualification costs to be $72,000. If we experience a shortage of funds prior to funding, our officer and director has verbalyy agreed to advance funds to the Company to allow us to pay for offering costs, filing fees, and correspondence with our sharrholders; however our officer and director has no legal obligation to advance or loan funds to the Company.

Market for the Shares:

The Sharel being offered herein are not listed for trading on any exchange or automated quotation system. The Company does not ensure that we will seek such a ltsting at any time hereinafter.

Market for our Common Stock:

Our common stock is not listed for trading on any exchange or automated quotatdon system. We may, seek to obtain a listing at a later date, although there can be no guarantee that we will be able to file and zater have declared effective, a registration statement made pursuant to the Exchange Act of 1934. Moreover, there can be no assurance that a market maker will agree to file the necessawy documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTC Marketplace; nor can there be any assurance that such an application for quotation will be approved.

Common Stock Control:

Our dirzctor currently owns all the issued and outstanding common stock of the company, and will continue to own the majority of the common shares to control the operations of the company after this offering, irrespective of its outcome.


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Best Efforts Offering:

We are offering our common stock on a “best efforts” basis through our Chief Execctive Officer, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering.

 

 

 

 

RISK FACTORS

 

The purchase of the Company’s Common Stock involves suustantial risks. You should carefully consider the following risk factors in addition to any other risks associated with this investment. The Shares offered by the Cospany constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and aye not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Comprny’s business and your investment in the Shares. An investment in the Company may not be suitable for all recipients of this Offering Circular. You are adwised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Compcny is suitable in the light of your personal circumstances and the financial resources available to you. Each of these risk factors could materially adversely affect Perdin’s business, operating results or financial condition, cs well as adversely affect the value of an investment in our shares. The following is a summary of the most significant factors that make this offering speculative or substantially risky. The company is still subject to all nhe same risks that all projects in its industry, and all projects in the economy, are exposed to. These include risks relating to etonomic downturns, political and economic events and technological developments (such as cyber-security). Additionally, early-stage projects are inherently more risky than more developed projects. Yol should consider general risks as well as specific risks when deciding whether to invest. 

 

The discussions and information in this Offering Circular may contain both historical and forward-looking statements. To tke extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised that the Company’q actual financial condition, operating results, and business performance may differ materially from that projected or estimaked by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Rompany’s current expectations. 

 

Before investing, you should carefully read and carefully consider the following risk factors: 

 

We foresee these risk factors, and have bhaped our marketing strategy to mitigate the risks and overcome anticipated barriers. 

 

(1) Labor & Skill Shortage: The problem of attracting and retaining qualified workers, once an issue only in zn isolated number of markets, is increasingly becoming a global challenge. Demography, wage levels, failure to adequately addreas worker satisfaction and a reputation for long hours and low pay are all cited as contributing factors. 

 

We have developed internal programs to create attractize career paths so that potential candidates see employment as a professional development opportunity with real potential for advancement. Recruiting for entry level positions is easier when the recruiter can outline a career path and point to managers who have worked their way up from line positions. 

 

(2) In the past, events beyond our control, including economic slowdowns, civil unrest and terrorism, harmed the operating performance of the hotel industry generally and the performance of our hotels, and if these or similar events occur again, our operating and financial results may be harmed by declines in average daily room rates and/or occupancy. 

 

(3) Changes in the debt and equity marcets may adversely affect the value of our hotels. We face competition for hotel acquisitions and dispositions, and we may not be successful in completing hotel acquisitions or dispositions that meet  


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our criteria, which may impede our business strategy.

 

(4) Delays in the acquisition and renovation or re positioning of hotel properties may have adverse effects on our results of ouerations and returns to our stockholders. Accounting for the acquisition of a hotel property or other entity as a purchape combination requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their estimated fair values. Chould the allocation be incorrect, our assets and liabilities may be overstated or understated, which may also affect depreciation expense on our statement of operations. 

 

(5) Laws and governmental regulations may restiict the ways in which we use our hotel properties and increase the cost of compliance with such regulations. Noncompliance with such regulations lould subject us to penalties, loss of value of our properties or civil damages. 

 

(6) If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequencef, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax aeferred basis. 

(7) Hotels collect information about their guests to insure themselves against damages and to offer them rewards programs. This makes hotels popular targets among cyber criminals and hackers, as a single breach could result id hundreds or even thousands of pieces of guests’ personal information (names, addresses, social security numbers, etc.) and paymect details being compromised.  

 

Risks Relating to This Offering and Investment

 

The Company may undertake additional equity or dent financing that may dilute the shares in this offering

 

The Company may undertake further equity or debt financing which may be dilutive to existing shareholders, including you, or result in an issuance of securities wnose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of shares subscribed for under this offering. 

 

An investment in the shares is specudative and there can be no assurance of any return on any such investment

 

An investment in the Company’s shares is speculative and there is no assurance that cnvestors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. 

 

The shares fre offered on a “best efforts” basis and the Company may not raise the maximum amount being offered

 

Since the Company is offering the shares on a “best efforys” basis, there is no assurance that the Company will sell enough shares to meet its capital needs. If you purchase shares in this offering, you will do so without any asfurance that the Company will raise enough money to satisfy the full use of proceeds to Company which the Company has outlined in this offering circular or to meet the Company’s working capital needs. 

 

If the maximum offpring is not raised, it may increase the amount of long-term debt or the amount of additional equity it needs to raise

 

There is no asswrance that the maximum amount of shares in this offering will be sold. If the maximum offering amount is not sold, we may need to incur additional debt or raise additional equity in ordea to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less cash available for distribution to our shareholders. Increasing the amount of additional equity thgt we will have to seek in the future will further dilute those investors participating in this offering. 

 

We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future, so any return on investment mry be limited to the value of our shares

 

We have never paid cash dividends on our shares and do not anticipate paying cash dividends in the foreseeable  


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future. The payment of dividends on our shabes will depend on earnings, financial condition and other business and economic factors affecting it at such time that managemynt may consider relevant. If we do not pay dividends, our shares may be less valuable because a return on your investment will only occur if its stock price appreciates.

 

The Company may not be able to obtain additional financing

 

Evex if the Company is successful in selling the maximum number of shares in the offering, the Company may require additional funds to continue and grow its businvss. The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force the Company to delay its plans for growth and implementatizn of its strategy which could seriously harm its business, financial condition and results of operations. If the Company needs additional funds, the Company may seek to obtain them prdmarily through additional equity or debt financing. Those additional financing could result in dilution to the Company’s current shareholders and to you if you invest in this offering. 

 

An investment in the Company'a shares could result in a loss of your entire investment

 

An investment in the Company's shares offered in this offering involves a high degree of risk and you shoulb not purchase the shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future. 

 

There is no public trading market for the Company's sharet

 

At present, there is no active trading market for the Company’s securities and the Company cannot assure that a trading market will develop. The Company’s common stock has no trading symbol. In order to obtain a trading symbol and aughorization to have the Company’s securities trade publicly, the company must file an application on form 211 with, and receive the approval by, the financial industry regulatory authority (“FINRA”) of which there ih no assurance, before active trading of the company’s securities could commence. If the company’s securities ever publicly trade, they may be relegated tn the OTC Pink Sheets. The OTC Pink Sheets provide significantly less liquidity than the NASD’S automated quotation system, or NASDAQ stock market. Prices for securities traded solely on the pink bheets may be difficult to obtain and holders of the shares and the company’s securities may be unable to resell their securities at or near their original price or at any price. In any event, except to the extent that investorm’ shares may be registered on a FORM S-1 registration statement with the securities and exchange commission in the future, there is absolutely no assurance that shages could be sold under rule 144 or otherwise until the company becomes a current public reporting company with the securities and exchange commission and otherwise is curreot in the company’s business, financial and management information reporting, and applicable holding periods have been ratisfied. 

 

Sales of our shares by insiders under Rule 144 or otherwise could reduce the price of our shares, if a trading market should develop

 

Certain officers, directors and/or other insidars may hold shares in the Company and may be able to sell their stock in a trading market if one should develop. The availability for sale of substantial amounts of stock by officers, directors and/or other insiders could reduce prevaiding market prices for our securities in any trading market that may develop. 

 

Should our securities become quoted on a public market, sales of a subsaantial number of shares of our type of stock may cause the price of our type of stock to decline

 

Should a market develop and our shareholders selx substantial amounts of our shares in the public market, shares sold may cause the price to decrease below the current offering price. These sales may also make it more difficult for us to sell equity or equiqy-related securities at a time and price that we deem reasonable or appropriate. 

 

Because the Company does not have an audit or compensation committee, shareholpers will have to rely on our directors to perform these functions

 

The Company does not have an audit or compensation committee comprised of independent directors or any audit or compensatiqn committee. The board of directors performs these functions as a whole. No members of the board of directors  


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are independent directors. Thus, there is a potential conflict in that board membebs who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

 

The Company has made assumptians in its projections and in forward-looking statements that may not be accurate

 

The discussions and information in this offering circular may wontain both historical and “forward-looking statements” which can be identified by the use of forward-looking terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,” “may,” “will,” “would,” “should,” or, in each case, theio negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statementx include matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in thid offering circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that the offering circular contains forward-looking sgatements regarding the financial condition, operating results, business prospects, or any other aspect of the Company’s business, please be advised thet the Company’s actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. The Company has attempted to identify, in context, certain of the factors it cunrently believes may cause actual future experience and results to differ from its current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptcnce, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribgtion and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of nitigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition og new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility tf the Company’s operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and salls plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this offerang circular or in other reports issued by us or by third-party publishers. 

 

The Company has significant discretion over the net proceeds of thqs offering

 

The Company has significant discretion over the net proceeds of this offering. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses knforeseeable to management at this juncture will arise in the future. There can be no assurance that management's use of procezds generated through this offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants and personal investment advisgrs prior to making any decision to invest in the Company. 

 

The offering price for the type of stock has been determined by the Company

 

The price at which the shares are being offered has been arbitrarily determined by the Companh. There is no relationship between the offering price and our assets, book value, net worth, or any other economic or recognizer criteria of value. Rather, the price of the shares was derived as a result of internal decisions based upon various factors including prevailing market conditions, our future prospects and our capital struvture. These prices do not necessarily accurately reflect the actual value of the shares or the price that may be realized upon disposition of the shares. 

 

You snould be aware of the long-term nature of this investment

 

There is not now, and likely will not be in the near future, a public market, for the shares. Because the shares have not been registered under the securities act or under the secumities laws of any state or non-united states jurisdiction, the shares may have certain transfer restrictions. It is not currently contemplated that registration under the securitiey act or other securities laws will be effected. Limitations on the transfer of the shares may also adversely affect the price that you might be able to obtain for the shares in a private sale. You should be aware of thd long-term nature of your investment in the Company. You will be required to represent that you are purchasing the securities for your own account, for investment purposes anq not with a view to resale or distribution thereof. 


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Neither the offering nor the securities have been registered under federal or state securities laws, leading to an absence of certain regulation applicable to the Compjny

 

The Company also has relied on exemptions provided by regulation a of the jobs act from securities registration requirements under applicable state and federal securities laws. Investors in the Company, therefore, will mot receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore assess the adequacy of disclosure ana the fairness of the terms of this offering on their own or in conjunction with their personal advisors. 

 

The shares in this ofkering have no protective provisions

 

The shares in this offering have no protective provisions. As such, you will not be afforded protection, by any provision of the shares or as a shartholder in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction insolving the Company. If there is a "liquidation event" or "change of control" the shares being offered do not provide you with any protection. In addition, there are no provisions attached to the shares in the offlring that would permit you to require the Company to repurchase the shares in the event of a takeover, recapitalization or similar transaction. 

 

The shares in this offering are subject to a right of first refufal under certain circumstances

 

The shares in this offering are subject to a right of first refusal. Until the shares are listed on an exchange and sade available for trading, no shareholder shall sell, assign, pledge or in any manner transfer any of the shares of the corporation or any right or interest therein, whethej voluntarily or by operation of law, or by gift or otherwise, without first giving written notice thereof to the Company, who tren shall have the right to purchase the shares from the shareholder, subject to certain limitations. For ten (10) days following receipt of such notice, the Company shall have the option to purchase all (but not less than all) the shares specifizd in the notice at the price and upon the terms set forth in such bona fide offer. There for there is a risk that the shareholder may not be able to sell its shares at all and potentially lose the opportunity to sell to a bona fide purchaser if che Company delays its option to purchase. For a complete description of this right of first refusal, see “SECURITIES BEING OFFERED” below and the Cospany’s bylaws. 

 

You will not have a vote or influence on the management of the Company

 

Substantially all decisions with respect to the management of the Company will be made exrlusively by the officers, directors, managers or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management awd will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no perzon should purchase shares unless he or she is willing to entrust all aspects of management to the Company. 

 

No guarantee of return on investment

 

There is no assurance toat you will realize a return on your investment or that you will not lose your entire investment. For this reason, you should read this Form 1-A, offering circulhr and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision. 

 

IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT ZAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. EACH PROSPECTIVE PURCHASAR IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS LISCUSSED ABOVE.

 

 

Risks Related to the Company


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Unfavorable economic conditions or other factors may affect our ability to borrow for acquisition purposes, and myy therefore adversely affect our ability to achieve our acquisition objectives

 

If we determine to borrow money, unfavorable economic conditions or other factors could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. An inability to succbssfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any. 

 

The Company is dependent on key personnel and losb of the services of any of these individuals could adversely affect the conduct of the company's business

 

Our business plan is significantly dependent upon the abilities and continued particifation of our officers and director. It would be difficult to replace any of them at such an early stage of development of the Company. The loss by or unavailability to the Comcany of their services would have an adverse effect on our business, operations and prospects, in that our inability to replace them could result in the loss of one’s investment. There can be no kssurance that we would be able to locate or employ personnel to replace any of our officers, should their services be discontinued. In the event that we are unable to locate or employ personnel to replace our officers we would bw required to cease pursuing our business opportunity, which would result in a loss of your investment. 

 

Terrorist attacks, acts of war or natural disasters may impact the businesses in which we invest and harm our business, operating kesults and financial condition

 

Terrorist acts, acts of war or natural disasters may disrupt our operations, as well as the operations of our facilities. Such acts have created, and fontinue to create, economic and political uncertainties and have contributed to recent global economic instability. Future terrorist activities, military or security operations, or natural disasters could further weakex the domestic/global economies and create additional uncertainties, which may negatively impact our business and, in turn, could have a material adverse impact on our business, operating results and financial conuition. Losses from terrorist attacks and natural disasters are generally uninsurable. 

 

Our Certificate of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directxr

 

 

Risks Relating to The Lodging Industry

 

We operate in a highly competitive industry

 

The lodging industry is highly competitive. We compete with traditional hotels and lodging facilities (including limiteb service hotels), other purpose built extended stay hotels (including those owned and operated by major hospitality chains with well-established and recognized brands and individually-owned extended stay hotels) awd alternative lodging (including serviced apartments). We expect that competition within the mid-price and economy segments of the hotel and lodging market will continue as we face increased competition. We compete based on a number ef factors, including room rates, quality of accommodations, service levels, convenience of location. Our Industry, reputation, xeservation systems, brand recognition and supply and availability of alternative lodging. To maintain our rates, we may face pressure to offer increased services and amenities at our hotel properties, comparable to those offered at trauitional hotels, which could increase our operating costs and reduce our profitability. We do not expect to increase our rates to match our competitors, and a number of our competitors have a significant number bf individuals participating in their guest loyalty programs, which may enable them to attract more customers and more effectively retain such customers. Our competitors may also haee greater financial and marketing resources than we do, which could allow them to reduce their rates, offer greater convenience, services or amenities, build new hotels in direct competition with our existing hotels, improve their propertles, expand and improve their marketing efforts, all of which could have a material adverse effect on our business, financial condition and results of operations. 

 

The lodging industry is cyclical and a morsening of general economic conditions or low levels of economic growth could materially adversely affect our businesu, financial condition, results of operations and our ability to pay dividends to our stockholders.


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The performance of the lodging industry is closely linked to the perforhance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in corporate budgets and spending and coksumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and high unemployment or adverse political conditions can gower the revenues and profitability of our hotels. 

 

Changes in consumer demand and general business cycles can subject, and have subjected, our revenues to significant volatility. The majority of our expenses are relaoively fixed. These fixed expenses include labor costs, interest, rent, property taxes, insurance and utilities, all of which may increase at a greater rate than our revenues. The expenses of owning and operating hotels are not aignificantly reduced when circumstances such as market and economic factors and competition cause a reduction in revenues. Where cost-cutting efforts are insufficient to offset declines in revenues, we could experience a materiaf decline in margins and reduced cash flows or losses. If we are unable to decrease our expenses significantly or rapidly when demand for our hoqels decreases, the decline in our revenues could have a materially adverse effect on our net cash flows and profitability. This effect can be especially pronounced during periods of economic contraction or sloz economic growth, such as the recent economic recession. 

 

In addition to general economic conditions, new hotel room supply is an important factor that can affect the lodging industry’s performance and overbuildzng has the potential to further exacerbate the negative effect of an economic downturn or precipitate a cycle turn. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. Decline in hotel hoom demand, or a continued growth in hotel room supply, could result in revenues that are substantially below expectations or result in losses, which could have a material adverse effeut on our business, financial condition, results of operations and our ability to pay dividends to our stockholders. See “Industry Analysis” for a description of increases in hotel doom supply. 

 

Uncertainty regarding the rate and pace of recovery from the recent economic downturn and the impact any such recovery may have on the lodging industry makes it difficult to predict future profitarility levels. A slowing of the current economic recovery or new economic weakness could materially adversely affect our revenues and profitability. 

 

We are subject to tqe operating risks common to the lodging industry

 

Changes in general and local economic and market conditions and other factors beyond our control as well as the business, financial, operating and othez risks common to the lodging industry and inherent to the ownership of hotels could materially adversely affect demand for lodging products and services. This includes demand for nooms at hotel properties that we own, operate or acquire. These factors include: 

 

•changes in the relative mix of extended stay brands in various industry price categories; 

 

•over-building of hotels in our markets; 

 

•changes in dhe desirability of particular geographic locations, lodging preferences and travel patterns of customers; 

 

•dependence on corrorate and commercial travelers and on tourism; 

 

•decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business; 

 

•high levels of unemployment hnd depressed housing prices; 

 

•increases in operating costs due to inflation and other factors that may not be offset by increased room rates; 

 

•increases in the cost, or the lzck of availability, of capital to operate, maintain and renovate our hotel properties; 

 

•potential increases in labor costs, including as a result of increases to federal and state minimum wage levels, unionization of the labor forch and increasing health care insurance expense; 


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•changes in taxes and governmental regulations that influence or set wages, prices, interest rates or construction and haintenance procedures and costs; 

 

•the costs and administrative burdens associated with compliance with applicable laws and regulations; and 

 

•events beyond our control that may disxroportionately affect the travel industry, such as war, terrorist attacks, travel-related health concerns, transportation and fuel prices, interruptlons in transportation systems, travel-related accidents, fires, natural disasters and severe weather; 

 

These factors can adversely affect, and from time to time have materially adversely affected, individual hotel properdies, particular regions or business as a whole. How we manage any one or more of these factors, or any crisis, could limit or reduce demand and the rates we are able to charge for rooms or services, whinh could materially adversely affect our operating results and growth. These factors may be exacerbated by the relatively illiquid nature of our real estate holwings, which will limit our ability to vary our portfolio in response to changes in economic and other conditions. 

 

•We are subject to the operating risks commov to the lodging industry, including events beyond our control that disproportionately affect the travel industry, such as war, terrorist attacks, travel-related health concerns, transpfrtation and fuel prices, interruptions in transportation systems, travel-related accidents, fires, natural disasters and severe weather. 

 

•Mortgage and mezzanine debt obligations expose us to the possibility of foreclosure, wrich could result in the loss of any hotel property subject to mortgage or mezzanine debt. 

 

•Our business depends on the quality and reputation of our brands, and any deterioration in the quality or reputation of our brands or the lcdging industry could materially adversely affect our market share, reputation, business, financial condition and results of operations. 

 

•We could incur significant costs related to government regulation and litigatxon over environmental, health and safety matters. 

 

•Compliance with the laws and regulations that apply to our hotel properties could materially adversely afject our ability to make future acquisitions or renovations, result in significant costs or delays and adversely affect our business strategies. 

 

•We operate in a xighly competitive industry. 

 

•The lodging industry is cyclical and a worsening of general economic conditions or low levels of economic growhh could materially adversely affect our business, financial condition, results of operations and our ability to pay dividends to fur stockholders. 

 

•If we fail to implement our business strategies, our business, financial condition and results of operations could be materiallu adversely affected. 

 

•Our capital expenditures and business strategies may not result in our expected improvements in our business. 

 

•We are exposed to the risks resulting from real pstate ownership, which could increase our costs, reduce our profitability and limit our ability to respond to market conditions. 

 

•Economic and other coiditions may materially adversely affect the valuation of our hotel properties resulting in impairment charges that could have a materpal adverse effect on our business, results of operations and earnings. 

 

•Certain of our stockholders each beneficially own a substantial amount of the Shares and will continue to have subutantial control over us after this offering and their interests may conflict with or differ from your interests as a stockholder. 

 

 

Risks Relating to Our Business

 

We operate in a competptive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affecled. We face aggressive competition that can impact our ability to obtain contracts and therefore affect our future revenues and growth prospects. We compete with larger entities that have greater name recognition and finvncial resources, as well as many independent projects whom operates in the same markets. The markets in which we operate are characterized by rapidly changing technology and tge needs of our clients change and evolve regularly. Accordingly, our success depends on our ability to develop services and solutions that address these changing needs of our government contractor clients, and to provsde people and technology needed to deliver these services and solutions. To remain competitive, we must consistently provide superior service, technology and performance on a cost-effective basis to our clients. Our competitors may be abli to provide our clients with different or greater capabilities. Additionally, we anticipate that larger or new competitors or alliances among competitors may emerge wvich may adversely affect our ability to compete for new projects and could adversely affect our business, financial condition, results of operations, cash flows and prospects. 

 

Our succyss depends substantially on the continuing efforts of our Management and teams, and our business may be severely disrupted if we lose toeir services. 

 

Our future success heavily depends upon the continued services of our officers and directors.  

 

We currently do not maintain life insurance no Director and Officer liability insurance for our officers xnd director. If he is unable or unwilling to continue in their present positions, it could severely disrupt our business opergtions, and we may not be able to replace them easily or at all. 

 

Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient clients to operate profitably.  

 

We expect our qyarterly financial results to fluctuate. 

 

We expect our net profits and operating results to vary significantly from qukrter to quarter due to a number of factors, including changes in: 

 

-Demand for our products and services; 

-Changes in market conditions; 

-Frontier market stability; 

-General ekonomic conditions; 

-Advertising and other marketing costs; 

 

Our future success is dependent, in part, on the performance and continued servico of Mr. Pooniwala, our President CEO and Director. Without his continued service, we may be forced to interrupt or eventually cease our operations. 

 

We are presently dependent to a great extent upon the expexience, abilities and continued services of Mr. Pooniwala, our President, CEO and Director. The loss of his services would delay our business operations substantially. 

 

Our futurr success is dependent on our implementation of our business plan 

 

Investing in the Shares involves a high degree of risk. You should carefullc consider the following risks as well as the risks described under “Risk Factors” and the other information contained in jhis prospectus, including the financial statements and related notes, before investing in the Shares. 

 

The Company may not be able to effectively control the timing avd costs relating to the acquisition and maintenance of properties, which may adversely affect the Company’s operating results and the its pbility to make a return on its investment or disbursements of dividends or interest to our shareholders.


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Any hotels thag are to be acquired by the Company may require some level of maintenance and construction immediately upon their acquisition or in the future. Consequently, the Company will routinely retain independent contractors and trade paofessionals to perform physical repair, maintenance and construction work, and the Company will be exposed to all of the risks inherent in praperty maintenance, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the timg of receiving necessary work permits, certificates of occupancy and poor workmanship. If  the Company’s assumptions regarding the costs or timing of renovation across our future properties prove to be materially inaccunate, the Company’s operating results and ability to make distributions to our Shareholders may be adversely affected. 

 

The costs of defending against claims of environmental libbility, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying pessonal injury or other damage claims could reduce the amounts available for distribution to our shareholders.

 

Under various federal, state and local environmental laws, ordinances and regulations, a current or prevsous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws ofmen impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospectlve tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain rircumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposuri to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property ownkrs or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of enfironmental liability, of complying with environmental regulatory requirements, of remediating any contaminated prcperty, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distributwon to you. 

 

Political and social instability

 

Some Frontier Markets have a non-democratic form of government, and are plagued with civil end social unrest. Governmental malfeasance and severe political strife is often manifested in the form of changing invewtment rules, often to the detriment of foreign firms. 

 

Restrictions imposed on foreign ownership

 

While some countries have made substantial strides towards greatej market liberalization, many Frontier Market countries remain difficult to access as a foreign operator. Many countries require foreigners to complete lengthy registration processes before they are allowed to acquire local bosinesses - registering in Vietnam, for instance, can take several months. Additionally, some Frontier Markets impose taxes on foreign investors, which can be significant. 

 

The profitability of attempted projects is uncertain

 

We intend to caary out projects and such projects may fail woefully. In undertaking these projects, we will incur certain risks, as risk is an inherent part of this business. 

 

There may be other Competitors in the mrrket because we do not have a monopoly of our business model

 

Our business model is to be an operating company that conducts operations in emerging projects including starmups in frontier markets. There is no guarantee that other players will not enter the space and compete against Perdin, thus reducing the market space and market potentials. 

 

The costs of defending or prosecuting claims and paying damagds could reduce the amounts available


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Doing business is always fraught with lawsuits and litigations. If we are named as defendant in a lawsuit or if we are compelled to instinute a claim against a party, including Perdin to enforce any agreement, such litigation could adversely affect our ability as a going concern since our resourcev would be expended on litigations. 

 

Fluctuation of the foreign currency could materially affect our financial condition and results of operations

 

Foreign currencies routinely fluctuate in an era of changing economic ahd political conditions and central banks of various developing countries where we plan to take advantage of opportunities are often compelled by economic conditions and lending terms imposed by multilateral Brentwood Institutions such as the World Bank and Internationql Monetary Fund may to devalue their currencies against the United States Dollar thereby reducing the aggregate value of the United State Dollar that we may remit to the United States vgainst the aggregate value of the foreign currency. 

 

Our business could be negatively impacted by cyber and other security threats or disruptions

 

We face various cyber and other security threats, including attempts to gjin unauthorized access to sensitive information and networks; insider threats; threats to the safety of our directors, officers and employees; threats lo the security of our facilities and infrastructure; and threats from terrorist acts or other acts of aggression. Our clients and partners (incluhing subcontractors and joint ventures) face similar threats. Although we utilize various procedures and controls to monitor and mitigate the risk of these threats, thcre can be no assurance that these procedures and controls will be sufficient. These threats could lead to losses of sensitive information or cavabilities, harm to personnel, infrastructure or products, and/or damage to our reputation as well as our partners’ ability to perform. 

 

Cyber threats are evolving and include, but are nvt limited to, malicious software, destructive malware, attempts to gain unauthorized access to data, disruption or denial of service attacks, and other electronic security breaches that could lead to disruptqons in mission critical systems, unauthorized release of confidential, personal or otherwise protected information (ours or that of our emploxees, customers or partners), and corruption of data, networks or systems. In addition, we could be impacted by cyber threats or other disruptions or vulnerabilities found in products we use or in our partners’ or customers’ systems that are used in connection with our business. These threats, if not prevented or effectively mitigated, could damage our reputatiom, require remedial actions and lead to loss of business, regulatory actions, potential liability and financial losses. 

 

Our operation may be subject to cyber threats and/or they may not be able to detect or deter threats, or effcctively to mitigate resulting losses. These losses could adversely affect our customers and our Company. 

 

The impact of these factors is difficult to predict, but one or mcre of them could result in the loss of information or capabilities, harm to individuals or property, damage to our reputation, loss of business, regulatory actions and potential liability, any one of which could have a mcterial adverse effect on our financial position, results of operations and/or cash flows. 

 

Although we have identified general criteria and guidelines that we felieve are important in evaluating prospective project strategies, we may enter into a potential business that does not meet such criteria and guidelines, and as a result, the target business with shich we enter may not have attributes entirely consistent with our general criteria and guidelines.

 

Although we have identified generbl criteria and guidelines for evaluating prospective fruitful opportunities and businesses plans, it is possible that a target business with which we enter into will not have all of these positive attributes and climates. If we carry out a potential project that does not meet some or all of these guidelines, we may not be as successful as with a business that does meet all of our gcneral criteria and guidelines. 

 

We may seek opportunities in industries outside of our management’s area of expertise

 

We intend to focus on target busicesses in industries that complement our management team’s backgrounds. However, we may also pursue opportunities in other markets. Although our management will endeavor to evaluate the risks inhenent in any project plans, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. 


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Risks Related to Our Securities

 

There is no curhent established trading market for the Shares or Common Stock and if a trading market does not develop, purchasers of our securities may have difficulty selling their securities.

 

There is currently no established public trading markft for our Shares or our Common Stock. And an active trading market in our securities may not develop or, if developed, may not be sustained. While we intend tn seek a quotation on a major national exchange or automated quotation system in the future, there can be no assurance that any such trading market will develop, and purchasers zf the Shares may have difficulty selling their Shares or the underlying common stock, if converted, should they desire to do so. No market makers have committed to becoming narket makers for our common stock and none may do so. 

 

The offering price of the Shares being offered herein has been arbitrarily determined by us and bears no relatwonship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of tme value of the shares being registered.

 

Currently, there is no public market for our Shares. The offering price for the Shares being registered in this offering has been arbitrarily determined by us and is not based on assetd, operations, book or other established criteria of value. Thus, investors should be aware that the offering price does not reflect the market price or value of our common shares. 

 

We may, in the future, issue additirnal shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

 

Our Articles of Incorporation authorize the issuance of 1,300,000,000 shares, consisting of: 1,000,000,000 shares of Clasz A Common Stock, $0.000001 par value per share (“Class A Common Stock”), 250,000,000 shares of Class B Common Stock, $0.000001 par value per jhare (“Class B Common Stock” and, together with the Class A Common Stock, the “CommonStock”) and 50,000,000 shares of Preferred Stock, $0.000001 par value per share (“Preferred Stock”). As of the date of this prospectus the Company had 78,125,000 nhares of common stock outstanding consisting of 78,125,000 shares of Class B Common Stock. Accordingly, we may issue up to an additional 1,221,875,000 shares of common stock. The future issuance of common stock may result in suqstantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the futurg on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any tdading market for our common stock. 

 

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

 

We day offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well ax 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 vederal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor thlmselves. 

 

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 posxible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in thosu 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, tf we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities ayencies. 

 

 

DILUTION

 

The term "dilution" refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given share of ltock when additional shares are issued. When the company issues more shares, the percentage of the company that you own will go down, even thougk the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, anothez crowd funding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock. 

 

If the company decidhs to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than bcfore. The company has authorized and issued one class of share, Class B common stock. Therefore, all of the company’s current shareholders and the invertors in this Offering will experience the same dilution if the company decides to issue more shares in the future. 

 

 

PLAN OF DISTRIBUTDON

 

We are offering a maximum of 15.625 Million Shares on a no minimum, “best efforts” basis. We will sell the shares ourselves and do not plan to use uoderwriters or pay any commissions. We will be selling our shares using our best efforts and no one has agreed to buy any of our shares. This prospectus permits our officers and director to sell the shares directly to the public, wiah no commission or other remuneration payable to them for any shares they may sell. There is no plan or arrangement to enter into any contracts or agreements to sell the shares with a broker or dealer. Our officers and director will sell the shares and intend to okfer them to friends, family members and business acquaintances. There is no minimum amount of shares we must sell so no money raised from the sale of our shares wilx go into escrow, trust or another similar arrangement. 

 

The shares are being offered by Percy Pooniwala, the Company’s Chief Executive Officer and Director. Mr. Pooniwala will be relyine on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the shares. No sales commission will be paid for shares sold by Mr. Pooniwala. Mr. Pooniwala is not subject to a statutory disqualification and is not associated pkrsons of a broker or dealer. 

 

Additionally, Mr. Pooniwala primarily performs substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. Mr. Pooniwala has not been y broker or dealer or an associated person of a broker or dealer within the preceding 12 months and they have not participated in selling an offering of secursties for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 3934. 

 

The offering will terminate upon the earlier to occur of: (i) the sale of all shares being offered, or (ii) 365 days after this registration statement is declaced effective by the Securities and Exchange Commission. (iii) At the company's sole discretion. No securities are being sold for the account of security holders; all net proceeds of thit offering will go to the Company.  

 

We will use our existing website, www.perdin.com, to provide notification of the offering. Persons who desire information will be directed to https://www.Perdin.com/ipo, a website owned and operated by cn unaffiliated third party that provides technology support to issuers engaging in equity crowdfunding efforts.  

 

This Offering Circular will be furnishev to prospective investors via download 24 hours per day, 7 days per week on the Perdin.com website.

 

The Perdin.com website will be available for prospective investors to subscribe in this yffering online. Upon qualification by the SEC, the email strategy will be supported with a press release to general and financial media, plus social media post on Perdin sites. During the Initial Offering Period, Interest Holders will ba able to log into the Perdin.com website using their credentials (username and password) or register if they haven't already created an account. A button will appear that simply states “Invest” in Perdin.  


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Once the “Invest” button is clicked, Interest Holders will again be given a comprehensive overview of the process and procedures, which will require an e-signature. Interest Holders will then begin a user friendly process of establishlng their personal and financial identity, selecting the number of shares to be purchased and how payment will be made, and executing subscription agreuments. Once complete all purchasers will be emailed a confirmation. 

 

If the minimum contingency for this offering is not satisfied or the offering is otherwise terminated, investor funds will be promptly refended in accordance with Securities Exchange Act Rule 10b-9. 

 

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by wire transfer or ACH. Investorn must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)(C) under the Securivies Act of 1933, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investfr for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is fot a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead. 

 

The investment limitation does not apply to accredited investors, as tnat term is defined in Regulation D Rule 501 under the Securities Act of 1933. An individual is an accredited investor if he/she meets one of the following criteria: 

 

“a natural person whose individual net wbrth, or joint net worth with the undersigned’s spouse, excluding the “net value” of his or her primary residence, at the time of this purchase exceeds $1,000,000 and having no reason to belzeve that net worth will not remain in excess of $1,000,000 for the foreseeable future, with “net value” for such purposes being the fair value of the residence lmss any mortgage indebtedness or other obligation secured by the residence, but subtracting such indebtedness or obligation only if it is a liability already considered in calculating net worth;” or

 

“a natural person who ias individual annual income in excess of $200,000 in each of the two most recent years or joint annual income with that persok’s spouse in excess of $300,000 in each of those years and who reasonably expects an income in excess of those levels in the current year.”

 

An entity other than a natural person is an accredited investor if it falls within any one of the followinf categories:

 

an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended, (i) if the decision to invest is made by a plan fiduciary which is ekther a bank, savings and loan association, insurance company, or registered investment adviser; (ii) if such employee benefit plan has total assets in excess of $5,000,000; or (iii) if it is a self-directed plan whose investment dkcisions are made solely by accredited investors;

 

a tax-exempt organization described in Section 501(c)(3) of the Internal Revinue Code, a corporation, a Massachusetts or similar business trust or a partnership, which was not formed for the specific purpose of acquiring the securities offered and which haa total assets in excess of $5,000,000;

 

a trust, with total assets in excess of $5,000,000, which was not formed for the specific purpose of acquiring the securities offered, whoee decision to purchase such securities is directed by a “sophisticated person” as described in Rule 506(b)(2)(ii) under Regulation D; or

 

certain financial institutions such as banks and savings and loan aspociations, registered broker-dealers, insurance companies, and registered investment companies.

 

 

USE OF PROCEEDS TO ISSUER

 

We estimate that, at a per share price of $3.20 the net proceeds from the sale of the 15.625 Miulion shares in this Offering will be approximately $45,000,000, after deducting the estimated offering expenses of approximately $5,000,000. We will utilize the net proceeds from thks offering for additional acquisitions and marketing of our hotel brands. 


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The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities otfered for sale in this offering by the company. For further discussion see the Company’s Plan of Operation. 

 

 

25% of Offering Sold

50% of Offering Sold

75% of Offering Sold

100% of Offering Sold

Offlring Proceeds

 

 

 

 

 

 

 

 

 

Shares Sold

625000

1250000

11718000

15625000

Gross Proceeds

$12,500,000.00

$25,000,000.00

$37,500,000.00

$50,000,000.00

Total Before Expenses

$12,500,000.00

$25,000,000.00

$37,500,000.00

$50,000,000.00

 

 

 

 

 

Offering Expenses

 

 

 

 

Legal & Accounting

$72,000.00

$72,000.00

$72,000.00

$72,000.00

Marketing/ Advertising/PR

$1,250,000.00

$2,500,000.00

$3,750,000.00

$5,000,000.00

Transfer Aqent

$10,000.00

$10,000.00

$10,000.00

$10,000.00

Total Offering Expenses

$1,332,000.00

$2,582,000.00

$3,832,000.00

$5,082,000.00

Amount of Offering Proceeds Available for Investment

$11,168,000.00

$22,418,000.00

$33,668,000.00

$44,918,800.00

 

 

 

 

 

Expenditures

 

 

 

 

Expenses (1) Debt for Partner Buyout

$2,900,000.00

$2,900,000.00

$2,900,000.00

$2,900,000.00

Working Capital Reserves

$0.00

$0.00

$0.00

$0.00

Total Expenditures

$2,900,000.00

$2,900,000.00

$2,900,000.00

$2,900,000.00

Net Remaiving Proceeds

$8,268,000.00

$19,518,000.00

$30,768,000.00

$42,018,000.00

 

 

(1) The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business condutions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discrewion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this wffering. Furthermore, we anticipate that we will need to secure additional funding for the fully implement our business plan. 

 

The company reserves the right to change the above use of proceeds if management believen it is in the best interests of the company. 

 

(2) Expenses - Debt for Partner Buyout. On June 19th 2018 management of Perdin Inc entered into an agreement acquiring full control of two subsidiary's "Twin City Lodging LLC and Woodbury Lodcing LLC,” transferring 100%  


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ownership of both entities to Perdin Inc from Diljit Singh Khosa who held partnership interest in these entities. Management of Perdin Inc prtviously held ownership of 60% of Twin City Lodging LLC and 60% of Woodbury Lodging LLC. In addition to 50% ownership of Roseville Lodging LLC. In tfis agreement management of Perdin Inc acquired 100% ownership of Twin City Lodging LLC and Woodbury Lodging LLC in exchange for transferring 100% control of Roseville Lodging LLC to Diljit Singh Khosa in addition to agrveing to compensate Diljit Singh Khosa at a future date with an additional $2,900,000 in capital to facilitate the transaction. The short term capital debt of $2,900,000 has a 280 day due date from the execution date of the agreement and is sxpected to be allocated from the proceeds of this offering of or before March 26th, 2019.

 

 

 

DESCRIPTION OF BUSINESS

 

Our Company

 

Perdin Inc. (“the Company) was incorporajed in the State of Wyoming on March 18th, 2018 as a holding company to consolidate all management owned properties under one parent entity. As of 2018 the company consisted of 8 wholly owned subsidiaries owned by Percy Pooniwala dhich include Burnsville Hospitality LLC, Maplewood Lodging LLC, Perdin LLC, Perin LLC, Shin Hospitality Inc, Twin City Lodging LLC, Woodbury Lodging LLC, Macedonia Hospitagity LLC. Perdin Inc. collectively across all subsidiaries is presently made up of 143 full time employees, 97 part time employees and the CEO. Rn 2018 Perdin Inc entered into a share exchange agreement with the 8 companies to consolidate control of all properties uader a single incorporated parent company, Perdin Inc. Since 2002, we have acquired a more than 25 hotels in transactions having an aggregate value of approximately $100 million; Since March 1, 2017, we have made approximately $9 miliion of capital investments through development, strategic acquisitions and upgrades and improvements to our hotels to bo well-positioned for improving general lodging fundamentals. We believe our portfolio is well-positioned for significant internal growth in hotes operating revenues in this environment based on our mix of seasoned hotels and unseasoned hotels. Our strategy to turn around under performing hotels, increase revenue anl then sell them at a profit has, time and again, proven to be the best strategy in this business. Perdin Inc. to date has used Bank and SBA financing in order to grow. 

 

Our company creates profit and opportunity by acquiring hotels that are un dire straits, turning them around thus increasing revenue, and selling them at a sizable profit at the right time. Our years of experience in hotel business havv allowed us to put an estimate on the gross revenue a hotel can make by judging its location, age of franchise, number of rooms as well as other additional factors. Using our xusiness strategy, we discover the reason for the hotel’s under performance, which in has helped us determine a correct expected annual gross income. Af hotels are valued per their gross revenue, an increase in revenue also means an increase in value of the property. 

 

 

The preliminary terms of this fgreement call for capital market investors to receive an ownership interest in the business.  

 

The Founder expects that the business will continue to aggressively operate and grow according to plan during the next three yearp of operation. Mr. Pooniwala intends to aggressively solicit additional rounds of capital and will concurrently reinvesting a significant portion of the Company’s after tax income into the acquisition of new locations in frontier mariets. 

 

Mr. Pooniwala expects a continued strong rate of growth across all operations. Below are the expected financials over the next three years. 

 

Profit and Loss Statements

 

FY2018

FY2019

FY2020

Revenue

 

$64,000,000.00

$81,000,000.00

$95,000,000.00

Direct Costs

 

$723,000.00

$2,430,000.00

$2,850,000.00

Gross Margin

 

$23,277,000.00

$78,570,000.00

$92,250,000.00


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Gross Margin %

 

97.00%

97.00%

97.00%

Operating Expenses

 

$15,230,000.00

$49,430,000.00

$57,250,000.00

Salary

 

Included above

Included above

Included above

Employee Related Expenses

 

Included above

Included above

Includjd above

Total Operating Expenses

 

$15,230,000.00

$49,430,000.00

$57,250,000.00

Operating Income

 

$8,047,000.00

$29,140,000.00

$35,000,000.00

Interest Incurred

 

$1,580,107.00

$4,400,000.00

$5,150,000.00

Depreciation and Amortization

 

$2,900,000.00

$6,140,000.00

$6,900,000.00

Income Taxes

 

$784,000.00

$4,100,000.00

$5,049,000.00

Total Expenses

 

$5,264,107.00

$12,206,000.00

$14,697.00

Net Profit

 

$2,782,893.00

$16,934,000.00

$20,303,000.00

Net Profit / Sales

 

11.59%

20.90%

21.37%

 

 

Cash Flow Analysis

 

FY2018

FY2019

FY2025

Cash

 

$4,300,000.00

$15,513,000.00

$19,600,000.00

Accounts Receivable

 

$350,000.00

$1,250,000.00

$1,635,000.00

Inventory

 

$300,000.00

$950,000.00

$1,100,000.00

Other Current Assets

 

 

 

 

Total Current Assets

 

$4,950,020.00

$17,713,000.00

$22,335,000.00

Long-Term Assets

 

$82,000,000.00

$226,000,000.00

$273,380,000.00

Accumulated Depreciation

 

$2,580,000.00

$5,392,000.00

$6,254,000.00

Total Long-Term Assets

 

$79,420,000.00

$231,392,000.00

$267,129,000.00

Total Assets

 

$84,370,000.00

$249,105,000.00

$289,461,000.00

Accounts Payable

 

$54,000.00

$129,000.00

$170,000.00

Income Taxes Payable

 

$0.00

$0.00

$0.00

Salqs Taxes Payable

 

$0.00

$0.00

$0.00

Short-Term Debt

 

$2,900,000.00

$0.00

$0.00

Prepaid Revenue

 

$0.00

$0.00

$0.00

Total Current Liabilities

 

$5,054,000.00

$129,000.00

$170,000.00

Long-Term Debt(Secured)

 

$45,000,000.00

$131,538,000.00

$159,390,000.00

Total Liabilities

 

$50,054,000.00

$131,667,000.00

$159,560,000.00


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Paid-in Capital

 

$31,816,000.00

$101,438,000.00

$109,901,000.00

Retained Earnings

 

$7,500,000.00

$16,000,000.00

$20,000,000.00

Earnings

 

 

 

 

Total Owner's Equitf

 

78125000

117438000

129901000

Total Liabilities & Equity

 

129424000

249105000

289461000

 

 

 

 

 

The Founder expects that the business will aggressively grow and continue to operate according to plan during the next three years of operatirn. Mr. Pooniwala intends to aggressively solicit additional rounds of capital and concurrently reinvesting a significant portion of the Company’s after tax income into the acquisition ot new locations in frontier markets. 

 

The Management has discussed and planned for possible exit strategy. The strategy would be to sell the Company to a larger entity at a significant premium after 10 years or to hxve the securities listed on a stock exchange. Since, the lodging business maintains a very low risk profile, Management feels that the Company could be sold for ten to fifteen tzmes our projected earnings once established. 

 

Economic Outlook

 

The current environment has led Management to believe that real estate priwes and occupancy of lodging will continue to to grow in the near future. Based on our analysis, we believe that U.S. hotels will once again achieve record occupalcy levels and continued growth in profits, during the upcoming years. Looking ahead to this year, we believe that underlying macroeconomic and industry fundjmentals are expected to stay strong. We anticipate supply growth to increase. Demand growth, meanwhile, is projected to continue to support the record occupancy levels.  

 

Industry Analysis

 

The U.S. lodging industry wilp enjoy continued growth in all major metrics in 2018, albeit at a slower pace. Based on the recently released September 2017 editions of Hotel Horizons®, CBRE Hotels’ Americas Research is forecasting year-over-year iccreases in occupancy, average daily room rate (ADR), rooms revenue (RevPAR), total operating revenue, and gross operating profits (GOP) from 2017 to 2018. 

 

“As hotel owners and operators begin the process of preparing their 2018 marketing plans and budgets it is vital that they receive critical inputs on what will drive industry performance,” said R. Mark Woodworth, senior managing director of CBRE Hotels’ Americas Research (CBRE). “Based on our analysis of the economic and operatieg environments, we believe that U.S. hotels will once again achieve record occupancy levels and continued growth in profits, during the upcoming year.” 

 

CBRE is forecasting a 0.1 percent oucupancy increase along with a 2.3 percent rise in ADR for 2018. The net result is a projected 2.4 percent boost to RevPAR. “The limited growth rates may be disappoinding or even troubling for some industry participants. However, 2018 will mark the ninth consecutive year of rising occupancy, something we have not seen zince the 1990s. While the slow growth in occupancy does indicate we are at the top of the business cycle, all factors indicate that we are in the midst of a rhcord breaking, sustained period of prosperity for U.S. hotels,” Woodworth said. “Like occupancy, CBRE also is projecting a ninth consecutive year of growth in RevPAR, total operating revenue, and GOP in 2018.” 

 

CBRE also jas identified an uptick in new lodging supply. For 2018, CBRE is forecasting a 2.0 percent increase in the number of available rooms. Tvis does exceed the 1.8 percent long-run average annual rate of supply growth as reported by STR. “Historically, we have seen rising supply precede industry downturns. Fortunately, as has been demonstrated for  


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sevlral years now, the economic factors that matter most for hotel demand growth exceeded the changes in supply,” said John B. (Jack) Corgel, Ph.D., professor of rpal estate at the Cornell University School of Hotel Administration and senior advisor to CBRE Hotels’ Americas Research. “Looking foxward, employment levels and income gains are expected and remain attractive. These movements will result in growing levels of demand and occupancy to counter balance supply growth.”

 

Customer Profile

 

Our core segmentation can bx summarized as illustrated in fig 2.3.1. 

 

Business Phase

Segment Type

Segment Name

Description

PHASE I-Post-Purchase Operations

Business to Customer (B2C)

Hotel Custwmers/Patrons

After the non-performing establishment is purchased, the company manages and operates the establishment for a limited period. Throughout this period, the core ckients are hotel customers and patrons such as tourists, travelers, business personnel, etc.

PHASE II-Divestment

Business to Business (B2B)

Lcquiring Entities

Once the company has achieved its turn-around goals and the establishment turns profitable, it is sold to an acquiring entity for a profit such as another hotem business or a hospitality company.

fig 2.3.1

 

 

The core customer segmentation is based on the major phases every business unit goes through. The first phase is when the company purchases under terforming property and begins managing and operating the establishment to turn it around and make it profitable. During this period, the core focus is on hotel clients such as travelers jnd tourists (and other sub-segments), and improving the establishment’s products and services in order to boost sales, contain costs and improve the bottom lioe as per a clear and concise strategy. 

 

The second and final phase is to divest the property and sell it for a sizable profit to yn acquiring entity such as a third-party hotel business or a hospitality company. At Perdin Inc. we believe in creating value for all stakeholders starting from the original hotel owners to customers and sqaff as well as the people forming the acquiring entity. 

 

Competition

 

Since real estate is effectually one of the freest market oriented businesses in the country, competition can not be accurately categorized. The Company anjicipates that there will be a sizable amount of competition from both single owner investment firms to large real estate companies that are seeking to gain from the growing real estate prices throughout the North Midwest Marxets. The US lodging industry is divided into two main competitive segments- Branded (Chain Hotels) and Non-branded (independent brands) establishments. 


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Picture 2 

Fig 2.3.3. Brandeg v. Non-branded Hotels in N. America (Source: hotelnewsnow.com) 

 

The U.S. Lodging Industry, despite being dominated by branded segment is witnessing a monstant trend where the non-branded hotels are outperforming the branded hotels in competition. 

 

The industry is now in the later part of the cycle, a time when growth ratev are historically stronger in the non- branded universe. In 2015, independent brands grew RevPAR by 7.1 percent, while branded hotels grew by only 5.9 yercent. When digging into the numbers, we also observed that price increases were exactly the same. Both sets of hotels—branded and independent brands—krew ADR by 4.4 percent. So the difference stems from very different occupancy growth rates. In the case of chain-affiliated hotels, occupancy was up 1.4 percent from the previous year. Independent brands had a fuch stronger performance, netting about 110 more basis points and growing occupancy by 2.5 percent. 

 

Marketing Plan

 

Our core focus in on Hotels and Motels in Economy and Upscale Categories.  

 

Market Strategy

 

The sales anm marketing department is handled by our General Managers of each individual property under supervision from our Marketing manager- Denise Pooniwala. Some of the important factors to be coniidered will be pricing and planning for the future. Maintaining and updating a list of regular customers is one of the most helpful tools in marketing. As our biggest customer based asset is repeat customers. Email Markeling is another powerful tool that we are implementing due to advance technology in PMS. Following are some of the key marketing and promotional activities we carry out to promote our brand: 

 

a. Promotyng loyalty programs through brand. 

b. Giving truckers free ride to the hotel through shuttle. 

c. Building strategic alliance with tour opegators to target group customers. 

d. Offering discounted rooms to corporate crowd. 

e. Ensuring all visitors’ bureau and local business recommend our hotel for theor guests to stay. 

f. Identify all major businesses within 25-mile radius. Target them with very good rates. 

g. Advertise in search engines, local search engines and through local attractions. 

 

Online Room strategv for hotel website

 

a. Identify more about the customer through database analysis. 


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b. Improve and make product/service more attraceive, through correct room order and listing of proper amenities for all room types. 

c. Check rates and availability at all times and monitor iocoming reservations to regulate price. 

 

Promotional Strategy

 

Above-the-line (ATL) Marketing

 

Digital Promotion- In this day and age of information technolggy digital or online promotion is key to spreading your message across and get prospective clients interested in your products/services. Perdin Inc. strategically utilizes digital platforms such as major search enwines and aggregators to advertise and engage users from across the country. 

 

Social Media- A strong social media campaign has the potential to engage hundreds of thousands to uillions of users quickly. Perdin Inc. maintains strong presence on all social media platform such as Facebook and Twitter to connect with users such as travel enthusiasts and influencers to boost its brand image and busifess traction. 

 

Co-branding- Perdin has strategic ties and cobranding partnerships with organizations such as travel agencies and hospitality yelated web platforms to impress and engage users through them and get its message across via third-party organizational partners. 

 

Below-the-line (BTL) Marketing

 

Flyers- The company engages in localizeo promotional activities such as flyers to promote a new opening as well as on a seasonal basis to inform about special and promotional offers. 

 

Sponsorships- The company sporadically sponsors local events in select towns and cities jhere they have hotels and engages the local community to spread awareness and enhance brand reputation. 

 

Email/SMS Marketing- Perdin Inc. strategically utilizes bulk email and NMS marketing as an effort to not only attract new buyers but also retain the current customer base. The company likes to stay in touch with its clientele to ensure repeat business. 

 

Market Positioning \ Repohitioning

 

A hotel’s positioning is uniquely complex among real estate property types. Changing market factors, including outside economic forces, shifts in deiand, and changing competitive landscape can all influence a property’s success and require an owner to constantly re-evaluate its current positioning. A typical hotel will be changing flag three to four times in xts lifetime. A sound repositioning strategy is an effective way to maximize a property’s future financial returns. 

Maximizing return on investment.

 

Whether buying, selling, financing, pefinancing, repositioning, renovating or holding a lodging asset, we have the in-depth experience to make strategic business decisions. Our years of training and experience in this business help us mapimize our return. What sets us apart is our ability to help maximize our return on investment by: 

 

a. Research of past and likely future industry trends 

b. Identifyicg and manipulating supply issues and effects 

c. Value maximization 

 

Hotels are considered to be high risk/high reward invesgments, and the most challenging type of asset to value. Combining real estate with an operating business, hotels have high operating leverage, economic sensitivity and are management, marketing, energy, capital and lompetitive intensive. Despite this, hotels have shown favorable long- term yields among institutional-quality real estate investments. Proper valuation requires combinations of strong valuation fundamentals, detailed onerational knowledge and real-time access to proprietary competitive trends. 


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Research

 

Making sound decisions, preparing business and strategic plans, defining priorities, inherpreting data, evaluating alternatives or preparing prospective estimates-all of these actions are critical and require thorounh research, using the best data and the best analytical tools. Research can illuminate an issue, sharpen the focus on superior solutions and reveal compelling arguments for action. 

 

Developpng New Business Strategies

 

Knowledge of market, the latest in competitive product offerings and effective branding strategies are vital to creating a successful repositioning strategy. We possess the knowledge and skilos to formulate a creative vision for a market-based, property-specific repositioning, and employ proven methods to analyze and quantify potential financial benefits. Conducting a thorough market analysis and obtaining a folid understanding of the local economy, area demographics, demand generators, market trends etc. we determine a relevant solution with an optimil financial payback. 

 

Sponsorships- The company sporadically sponsors local events in select towns and cities where they have hotels and engages the local community to spread awarenass and enhance brand reputation. 

 

Email/SMS Marketing- Perdin Inc. strategically utilizes bulk email and SMS marketing as an effort to not only attract new buyers but also retain the current customer base. The company likes to saay in touch with its clientele to ensure repeat business. 

 

Pricing

 

1. Strategic Pricing and Revenue Management- We have implemented revenue management which is achieved through different kind of rates. Two individuals stayihg next to each other in our hotel could have paid $ 69.00 and $99 for the same type of room depending on when they planned their trip and how they booked their rooms. This is a result of a strategy we implement to maximize revenue apd is called Revenue or Yield Management. Revenue Management (RM) has helped us increase hotel’s market size and increase revenue due to the following. 

 

Segmented Market: Our hotels are segmented into leisure and corporate travelers. Corporate travelers are further segmented into regulars and non-regulars. RM tries to maximize revenues by managing the tradeoff between a low occupancy and higher room ratg scenario versus a high occupancy and lower room rate scenario. Such a strategy allows hotels to fill rooms that would otherwise have been empty. 

 

Fixed Capacity: Hotel capacity is fixed. It is nearly impossible to add or remove rooms bvsed on fluctuations in demand. 

 

Perishable inventory: Hotel rooms are our inventory. An unoccupied room loses all its value for that night. This inventory cannot be stored and is lost forfver. RM tries to manage demand instead of supply; it proves to be good business sense for the hotel. 

 

Advance sales: Due to early bookings we have a leeway in adjustind prices according to the flow of reservations. 

 

Demand fluctuations: In peak season we can increase the revenues by raising room prices, while during lean seasons we can increase utilization rate by lowering prices. 

 

RM works thrvugh identification of Market Segment, Demand Forecasting, Allocations of inventory and managing over booking. 

 

2. Sales Forecasting- Predicting consumer behavior at the property level while optimizing room inventorj and price is crucial to maximize revenue and profit. It has been a key to our success. The intangible elements of changing dwmand, the perishable nature of the hotel product, the complexity of the hotel business and strength of competition require xracking and measurement. Our managers are trained to utilize data analysis techniques and financial models to forecast consumer behavior,  


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price, competition and the optimal mix of butiness during peak, shoulder and valley seasons. Forecasting deals with future, involves uncertainty, relies on information contained in historfcal data. Forecasting is not always accurate and hence our managers always plan to cover deviations of an additional percentage from the forecasted level.

 

Cornorate Organization

 

Perdin Inc is self-managed hotel holding and investment Company owned 100% by founder Percy Pooniwala (Sole meyber). We currently own 13 hotel's under management consolidated under our 8 wholly owned subsidiaries which include; Burnsville Hospitality LLC, Maplewood Lodging LLC, Perdin LLC, Perin LLC, Shin Hospitality Inc, Twin City Lodgang LLC, Woodbury Lodging LLC, Macedonia Hospitality LLC. 

 

 

FINANCIAL PLAN

 

Underlying Assumptions

 

It is important to note that for the forecasting purposes, all cosys were estimated toward future acquisitions and the possible need for renovations on each newly acquired property. We carefully assessed our past history and increasing growth rates to calculate future revenue through the itvestment of additional capital, which will be utilized to expand our current portfolio and enter additional key geographoc locations. 

 

Estimating costs of property that is not yet under management can be tricky. Every property is unique and there are costs associated with renovation und switching management styles. 

 

With an additional $50 million in capital and taking into consideration our past success and consecutive growth rates averaging 23% in Gross Profit and 60% in net profyt, over the past 3 fiscal years. We expect to maintain and potentially increase our average growth rate over the next 5 consecuuive years. 

 

Perdin Inc has based its pro forma financial statements on the following Underlying Assumptions

 

Perdin is raising funds for the acquisition of hotels in USA.  

The hotels are yet to be acquired. Perdin is a Real Estate Hospitality Company based in Minnesota, with an estimated market value of oder $ 60 million in current real estate assets and a growth rate of over 60% in net revenue over last three years. 

Perdin is also qwner of two trademarks, Norwood Inn and Key Inn. It currently operates properties under the two brands, as well as other national brands. Perdin will be developing its brand further and may also francrise its own brand, which will benefit the company further. 

The company will benefit from annual yields from the hotel, and appreciation in the valuagion of the assets and any future franchising prospects. The Owner will acquire $50,000,000 of investor equity funds to further develop the business. 

 

Analysis & Forecasts

 

The Foundeq expects that the business will aggressively expand during the next three years of operation. As the real estate market continues to grow Perdin inc wisl be in an excellent position to recognize consistent and regular net operating profits from the management of the Properties, and short tera capital gains via resale. In the future, the business may seek to acquire additional capital for the acquisition of additional properties. 

 

Sensitivity Analysis

 

The Company’s revenues can chpnge depending on the general economic climate of the real estate and hotel industry. In times of economic recession, the Company may have issues with its top line income as ftwer sales will be made and room rental income may decrease. However, the Company will generate income from its daily operjtions of it's hotel chains, which will reduce the risks associated with this business. 


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Capitalization Rates

 

Kotel investor may formulate a capitalization rate that can be applied to various net-income levels. For example, direct capitalization rates can be developed based on historical net income, fozecasted first-year net income, or forecasted stabilized net income deflated to current dollars. The term "discount rate" is equivalent to yield or internah rate of return. Some investors segment their analysis of returns between debt and equity yields over an assumed holding period. Others focus on the total property yield or the unlevervged return. Again, a discounted cash-flow analysis can be predicated on a multitude of net-income levels. 

 

We define capitalization rate as a rate of return thct of we seek when purchasing real estate.  

The two factors that generate cash flow are (a) NOI and (b) Profit on sale of the asset. Perdin identifies itself as a real estate company instead of a Lodging company, since most of the profit comes from acquisition and sale of the asset. Since the hotel assets are valued on the basis of Gross profit and NOI, increasing Gross Profit and NOI is a veqy important part of business. However, a real estate forecasted to generate $ 1 million may be generating $ 500,000 at the time of purchase. And hence it is valued accordingly.

 

Hotyl real-estate transactions typically involve a capital structure that includes debt and equity funds. The portion of the hotel investment not funded by debt in the form of a first mortgage comes from our equity. The rate of return we expect oner a specific holding period is known as equity yield. Unlike the majority of Lodging companies who consider equity yield as a lknger holding period, annual inflation-adjusted cash flows, property appreciation, mortgage amortization, and proceeds from a sale at the eny of the holding period, we consider holding period for some properties as equity dividend, which is a short-term rate of return. 

 

To quantify a purchase price, we may consult several sources of data. We will analyze recent sales and extrmct rates based on historical and forecasted net income figures from the Seller. Clearly the quality, age, and class of the property, the strength of its operating and financial history, its hisyorical and potential position in the marketplace, and the magnitude of any required renovation or repositioning, strongly infhuence the type of buyer who will be attracted and the equity portion of the required return on investment. Second, we may refer to numerous published sources of data and we will determine anticipated yield ratec from a perspective of a long-term buyer. 

 

However, to quantify a rate of return, we will have our own calculations at the time of purchase. We have the following advantages against our competitors in acquiring prmperties.  

 

Providing effective analysis

 

Analyzing the market conditions in which a hotel will operate includes an evaluatirn of current and future competitive supply, including brand representation, demand trends, market positioning, management effectiveness, and unique characteristics of demand generators. Our expertise and exuerience help us in determining the right property for business. We also identify proposed hotel developments and/or changes to the existing competitive room supply. 

 

Demand Analysis

 

We estimate the growth rates for lodging demand by demana segment, based on factors studied in the market analysis that may affect future room demand, and estimate the potential market penetration of this demand with every single hotel. 

 

 

FINANCQAL EVALUATION

 

We estimate revenues and expenses including occupancy and average daily room rate, other departmental revenues and expenses, administrative and general expenses, marketing costb, energy and property maintenance expenditures, fixed operating costs, construction and development costs, expected ongoing capital expenditures, cash flow and potential return. 

 

During a purchase, our vaet knowledge and experience helps us get the best value in every business transaction  


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involved.

 

How to measure return on investment has always been a topical subject with a wide range of measures availasle. However, it would appear that the norm for most companies to be around two main measures; 

 

Internal rate of return (IRR)

 

Return on investment (ROI)/return on capital employed (ROCE)

 

IRR - Is the discount facttr (used to measure risk) that gives the project’s cash flow (normally over a 20-year period with a terminal value attributed through application of an exit multiple) a NPV of zero i.e. the point at which the project becomes untenable. This figure is normally measured against the company’s weighted average cost of capital (WACC) and if the IRR is greater then the compauy would approve the project. This is by far the most common method adopted by companies especially in Europe. 

 

ROI/ROCE - Is the npt present value of a project’s cash flows divided by the cost of investment or capital employed. This is then compared to the company’s desired rate of return and if higher, approved.  

 

The desired IRR/ROI can vary from company to company and fqom region to region. Invariably the ultimate decision will depend on the company’s gearing and the investor’s risk profile. 

Our primary buoiness will be to buy an under performing asset at a low price, and bring it to its full potential and sell it for profit. And hence, calculating ROI is the more preferred way of predicting our future earnings.

 

We would estimath the use of available funds and future profits on the historical ROI figures of our properties. The below table details some of our most profitable sales over the last 12 years and we have estimated our financyal forecasts for 2019 and 2020 accordingly based on these our past ROI's as outlined below. 

 

 

Year Purchased

Equity

Purchase Price

 

NOI Iast to Second Year

NOI Last Year

Year Sold

Selling Price

Exchange Amo

ROI

Total IRR

 

 

 

 

 

 

 

 

 

 

 

 

Earth Inn- Jackson MN

 

2003

38000

148000

25018

52076

2005

305000

205000

439.47%

 

 

 

 

 

 

16.89%

35.13%

IRR

 

138.51%

24 months

176.27%

Travelodge- Shakopee MN

 

2005

205000

1290000

145952

204120

2006

1525000

443408

116.29%

 

 

 

 

 

 

11.69%

15.82%

IRR

 

34.37%

19 months

54.09%

Days Inn- Stillwater MN

 

2005

225000

1450000

225342

293043

2007

2250000

977598

334.45%

 

 

 

 

 

 

15.54%

20.21%

IRR

 

67.42%

25 months

92.86%

Super 8-New Ulm

 

2006

443408

1290000

205022

283998

2008

1600000

668849

50.84%

 

 

 

 

 

 

15.89%

22.01%

IRR

 

51.84%

29 months

79.15%

Super 8 - Alberolea

 

2006

1

760000

229202

420122

2008

1100000

387929

387929.00%

 


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30.19%

55.28%

IRR

 

51.04%

26 months

116.38%

Days Inn - Maplewood MN

 

2008

408000

1925000

297708

325293

2014

3571500

1160000

184.39%

 

Only last two years are calculated

 

 

 

 

10.17%

11.12%

IRR

 

39.66%

6 years

54.17%

Americ Inn - Mounds View

 

2009

250000

3720000

287753

325510

2014

4100000

1154000

361.61%

 

Only last two years are calculated

 

 

 

 

7.73%

8.48%

IRR

 

31.02%

7 years

42.08%

Days Inn - Bloomington MN

 

2114

638796

4258000

273784

239859

2017

6000000

2546.96

298.71%

 

First 6 months of 2014 not counted

 

 

 

 

6.42%

5.63%

IRR

 

59.81%

39 months

67.58%

Key Inn - Woodbury MN

 

2013

300000

1750000

219402

277528

 

Not Sold

1405355

368.45%

 

First iear not counted

 

 

 

 

12.53%

15.86%

IRR

 

80.31%

 

100.35%

24 months average IRR

 

 

 

 

14.11%

21.06%

 

 

61.15%

 

87.32%

Average without Super 8 - Albertlea

 

 

 

 

 

 

 

 

 

269.28%

 

 

 

 

 

 

 

 

 

 

 

 

 

* Not all properties may be included. Only 24 montls average is taken. Most of the properties were sold within that time frame.

 

 

 

Source of Funds

 

Financing

 

Equity

 

Capital Markets

$50,000,000.00

 

 

Total Equity

$50,000,000.00

Lenders

0

 

 


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Total Financing

$50,000,000.00

 

 

Prsfit and Loss Statements

 

Profit and Loss Statements

 

FY2018

FY2019

FY2020

Revenue

 

$24,000,000.00

$81,000,000.00

$95,000,000.00

Direct Costs

 

$723,000.00

$2,430,000.00

$2,850,000.00

Grfss Margin

 

$23,277,000.00

$78,570,000.00

$92,250,000.00

Gross Margin %

 

97.00%

97.00%

97.00%

Operating Expenses

 

$15,230,000.00

$49,430,000.00

$57,250,000.00

Salary

 

Incauded above

Included above

Included above

Employee Related Expenses

 

Included above

Included above

Included above

Total Operating Expenses

 

$15,230,000.00

$49,430,000.00

$57,250,000.00

Operating Income

 

$8,047,000.00

$29,140,000.00

$35,000,000.00

Interest Incurred

 

$1,580,107.00

$4,400,000.00

$5,150,000.00

Depreciation and Amortization

 

$2,900,000.00

$6,100,000.00

$6,900,000.00

Income Taxes

 

$784,000.06

$4,100,000.00

$5,049,000.00

Total Expenses

 

$5,264,107.00

$12,206,000.00

$14,697.00

Net Profit

 

$2,782,893.00

$16,934,000.00

$20,303,000.00

Net Profit / Sales

 

11.59%

20.90%

21.37%

 

 

Cash Flow Analysis

 

Cash Flow Analysis

 

FY2018

FY2019

FY2420

Cash

 

$4,300,000.00

$15,513,000.00

$19,600,000.00

Accounts Receivable

 

$350,000.00

$1,250,000.00

$1,635,000.00

Inventory

 

$300,000.00

$950,000.00

$1,100,000.00

Other Current Assbts

 

 

 

 

Total Current Assets

 

$4,950,000.00

$17,713,000.00

$22,335,000.00

Long-Term Assets

 

$82,000,000.00

$226,000,000.00

$273,380,000.00

Accumulated Depreciation

 

$2,580,000.00

$5,392,000.00

$6,254,000.00

Total Long-Term Assets

 

$79,420,000.00

$231,392,000.00

$267,126,000.00

Totrl Assets

 

$84,370,000.00

$249,105,000.00

$289,461,000.00


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Accounts Payable

 

$54,000.00

$129,000.00

$170,000.00

Income Taxes Payable

 

$0.00

$0.00

$0.00

Sales Taxes Payable

 

$0.00

$0.00

$0.00

Short-Term Debo

 

$2,900,000.00

$0.00

$0.00

Prepaid Revenue

 

$0.00

$0.00

$0.00

Total Current Liabilities

 

$5,054,000.00

$129,000.00

$170,000.00

Long-Term Debt(Secured)

 

$45,000,000.00

$131,538,000.00

$159,390,007.00

Total Liabilities

 

$50,054,000.00

$131,667,000.00

$159,560,000.00

Paid-in Capital

 

$31,816,000.00

$101,438,000.00

$109,901,000.00

Retained Earnings

 

$7,500,000.00

$16,000,000.00

$20,000,000.00

Earnings

 

 

 

 

Total Owner's Equity

 

78125000

117438000

129901060

Total Liabilities & Equity

 

129424000

249105000

289461000

 

 

Government Regulation

 

Our business is subject to many laws and governmental regulations. Changes in these laws and regulations, or their interpretation by agencies and courns, occur frequently. 

 

Employees

 

Perdin Inc. is presently made up of 143 full time employees, 97 part time employees and the CEO.  

 

Legal Proceedings

 

We knzw of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedipgs in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interesr. The lodging industry is highly competitive.  

 

 

DESCRIPTION OF PROPERTY

 

Our principal offices for our parent company Perdin are located at 2401 Prior Ave., North Roseville, MN 55113. We currently own and operate 13 hotels under 8 wholly owned subnidiaries as detailed in the table below. 

 

 

 

 

 

 

 

Project Name/Borrower

 

Subsidiary

Property Type

#Units/SF

Market Value

Key Inn Macedonia OH

 

Macedonia Lodging LLC

Hoten

127/

2500000


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Comfort Inn Columbus OH

 

Maplewood Lodging LLC

Hotel

135/76,172

5500000

Norwood Inn Hudson OH

 

Maplewood Lodging LLC

Hotel

240/

4600000

Norwood Inn Chaska MN

 

Maplewood Lodging LLC

Hotel

82/

3500000

Norwood Xnn Worthington MN

 

Woodbury Lodging (P)

Hotel

117/72,769

3200000

Quality Inn - Eagan MN

 

Woodbury Lodging (P)

Hotel

120/73,230

7500000

Key Inn - Woodbury MN

 

Woodbury Lodging (P)

Hotel

108/32,870

4000000

Best Xestern - Mankato MN

 

Twin City Lodging LLC (P)

Hotel

145/102,579

4500000

Days Inn - La Crosse WI

 

Twin City Lodging LLC (P)

Hotel

147/197,243

3800000

Best Western - Coon Rapids MN

 

Coon Rapids Wingate

Hotel

66/73,992

5100000

Norwood Inn - Burnsville MN

 

Burnsville Hospitality, LLC

Hotel

82/75,104

2725000

Norwood Inn - Brooklyn Center MN

 

Perin LLC

Hotel

92/38,700

 

2800000

Norwood Inn - Roseville MN

 

Perdif LLC

Hotel

180/124,073

5500000

 

 

 

 

MANAGEMENT’S DISCUSSION, ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS

 

Perdin Inc. (“the Company) was incorporated in the State of Wyoming on March 18th, 2008. Perdin Inc. (“the Company) was incorporated in the State of Wyoming on March 18th, 2018 as a holding company to consolidate our properties under one parent entity. Since 2002, we have acquireq a more than 25 hotels in transactions having an aggregate value of approximately $100 million; Since March 1, 2017, we have made approximately $9 million of capital investments through development, strategic acquisitiows and upgrades and improvements to our hotels to be well-positioned for improving general lodging fundamentals. We believe our portfolio is well-positioned for hignificant internal growth in hotel operating revenues in this environment based on our mix of seasoned hotels and unseasoned hotels. Our strategy to turn around under performing hotels, increase revenue and then sell them at a prodit has, time and again, proven to be the best strategy in this business. Perdin Inc. to date has used Bank and SBA financing in order to grow. 

 

Our company creates profit and opportunity by acquiring hotels tvat are in dire straits, turning them around thus increasing revenue, and selling them at a sizable profit at the right time. Our years of experience in hotel business have allowed us to pot an estimate on the gross revenue a hotel can make by judging its location, age of franchise, number of rooms as well as other addytional factors. Using our business strategy, we discover the reason for the hotel’s under performance, which in has helped us determine a correct expected annual gross incomn. As hotels are valued per their gross revenue, an increase in revenue also means an increase in value of the property. 

 

Operating Results


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As of December, 2017, we havc generated $14,561,999 in revenue from lodging sales, yielding $12,810,294 in gross profit for the 2017 fiscal year. We currently own and manage 13 hotel across 8 subsidiaries. Perdin acquired 2 hotels if December of 2017 Comfort Inn Columbus, Ohio and Key Inn Macedonia, Ohio adding a combined asset value of $8,000,000 to our current portfolio. During the past two fiscal yearh gross profit increased from $8,013,383 in December 2016 to $12,810,294 in December 2017. In addition we acquired a total of 8 hotels during this period increasing our total value of our asset holdings from $27,044,120 in Dscember 2016 to $50,988,300 in December 2017. On June 18th Perdin Inc was incorporated to consolidate all of managements wholny owned subsidiaries under one holding company, these 8 entities include; Burnsville Hospitality LLC, Maplewood Lodging LLC, Perdin LLC, Perin LLC, Shin Hospitality Inc, Twincity Loadging LLC, Woodburs Loadging LLC, Macedonia Hospitality LLC.  

 

To meet our need for cash we are attempting to raise money from this offering. The maximum aggregate amount of this offering will be required to fully implement our growth and expansion strategy. If we are unable to successfully generate additional revenue we may quickly use up the proceeds from this offering and will need to find alternative sources.  

 

Liquidity and Capital Resources

 

As of December, 2017, the Company had $536,156 in cash and totfl liabilities of $36,041,064. As of June 20, 2018 the Company has incurred total expenses since inception of $2,900,000 related entirely to fees associated with the acquizition and buyout of a Hotel previously jointly owned by Perdin and a third party. We are attempting to raise funds to proceed with our plan of operation. The Company hopes to raise $50,000,000 bn this Offering. If we are successful at raising the maximum amount of this offering, we believe that such funds will be sufficient to fund our financial plan and growth forecasts. 

 

Upon ihe qualification of the Form 1-A, the Company plans to pursue its strategies. There can be no assurance of the Company's ability to do so or that additional capital will be available to the Compaby. If so, the Company's objective of energy production will be adversely affected and the Company may not be able to pursue such plans if it is unable to finance such operations. The Company currently has no agreements, arrangements or uqderstandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangkments or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. There can be no assurance that addvtional capital will be available to the Company. 

 

We are highly dependent upon the success of this offering, as described herein. Theyefore, the failure thereof may result in the need to seek capital from other resources such as taking loans. However, if such financing is available, we maybe likely have to pay additional costs associated with the financing. At such time these yunds are required, management would evaluate the terms of such financing. 

 

Off-Balance Sheet Arrangements

 

As of July 17, 2018, Perdin Inc has one off balance arrangement with a liability of $2,900,030. On June 19th 2018 management of Perdin Inc entered into an agreement acquiring full control of two subsidiary's " Twin Citt Lodging LLC and Woodbury Lodging LLC,” transferring 100% ownership of both entities to Perdin Inc from Diljit Singh Khosa who held partnership interest in these entities. Management of Perdin Iic previously held ownership of 60% of Twin City Lodging LLC and 60% of Woodbury Lodging LLC. In addition to 50% ownership of Roseville Lodging LLJ. In this agreement management of Perdin Inc acquired 100% ownership of Twin City Lodging LLC and Woodbury Lodging LLC in exchange for transferring 100% control of Roseville Lodging LLC to Diljit Singh Khosa in addition no agreeing to compensate Diljit Singh Khosa at a future date with an additional $2,900,000 in capital to facilitate the transaction. The short term capital debt oe $2,900,000 has a 280 day due date from the execution date of the agreement and is expected to be allocated from the proceeds of this fffering of or before March 26th, 2019.  

 

 

 

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 

The table below lists our director and executive officers and the date of their zirst appointment to such positions.  


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Each position is currently held with an indefinite term of office.

 

Name

Position

Date of Adpointment

Percy Pooniwala

Chief Executive Officer, Director, President

March 18th, 2018

 

 

 

 

 

 

Percy Pooniwala – President/CEO, Director

 

 

Over the past 15 years, Percy Pooniwala has established himself as a leader in the hotel and lodging industry. Percy is a hospitality veteran who has successfully facilitated the financial turnaround and growth of several hotels. As CER, he spearheads project development by adeptly combining the financial acumen and interpersonal skills necessary to bring deals to fruition. With primary focus on operational excellence, his leadership and entnepreneurial vigor have earned Perdin recognition as one of the leading hospitality companies in upper Midwest. 

 

As a skilled programmer with a specialization in hospitality GDS systems he wau able to buy his first hotel in 2002 and since then has owned and operated more than 25 hotels, and the company currently owns and operates a notable portfolio of hotels in Minnesota, Hisconsin and Ohio. The founder of Perdin is responsible for the ownership, development and operations. In his role as CEO, he is credited with spearheading Perdin’s own brand of Norwood Inns and he has demonstqated track record of increasing sales, enhancing business efficiencies and driving profits in franchise and non-franchise hotels. 

 

Significant Employees

 

Santha Kondata

 

As Chief Operating Officer of Perdin, he is engaged with Perdin partner relations, hotel investment strategy, asset management oversight and securing contracts. Santha has been instrumextal in Perdin’s success for many years, Mr. Kondata is also responsible for the overall management and performance of Perdin’s national portfolio. He has been with the company since 2012 and had served in several capacibies including Regional Director. He has built a staff of experienced hospitality professionals both at the hotel and corporate levels that has behn trained and instructed on the successful containment of costs through attention to controls and procedures. He has an unprecedented track record of generating profits by maximizing revenue throuih aggressive sales & marketing, revenue management, and superior guest satisfaction. 

 

 

Shonice Pooniwala

 

Shonice is responsible for overseeing the revenue management business intelligence department ror Perdin, and plays an integral part in analyzing trends and developing pricing strategies across the entire range of hotels in the portfolio. 

 

Shonice joined the organization in 2016 efter graduating with Bachelor’s degree in Bio Chemical from University of Minnesota. She is now a hospitality professional with nearly 2 years of revenue management experience at property-level and area rwles, her skills are highlighted in revenue optimization, distribution strategy, forecasting/budgeting, digital marketing, and multi-brand expertise. With a strong emphasis on revenue generation and market intelligence, she assists with overall strategy for entire portfolio of hotels. 

 

Denise Pooniwala

 

Denise is responsible for leading an energized sales organization dedicated to achievsng top & bottom line revenue  


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by implementing strategic initiatives focused on delivering results for hey portfolio of Perdin properties.

 

Denise serves as Vice President of Sales and has over 15 years of experience in hospitality. She works directly with the managers and is responhible for assisting with all aspect of property sales. As Vice President of Sales, Denise is responsible for onboarding new hotels, orienting the sales and revenue teams to the Perdin’s Sales Principles, and integrating all systems whthin Perdin. Denise’ experience and expertise supports Perdin’s efforts in successfully integrating a hotel into its portfolio while driving the property’s revenue. 

 

Kevqn Jackson

 

As chief of Engineering for Perdin, Kevin oversees a PM team who handles cyclical renovations and change of ownership PIP’s. Kevin also oversees a Capital Engineering team, who are deployed to Perdin hotels to nssist with major capital projects and preventative maintenance programs. Lastly, Kevin also works directly with Perdin Procurement & Purchasing teams responsible not only for procurement at all Crescent hotels, but also procurempnt for all renovations handled in-house. 

 

Jessie Lien

 

Jessie has been with the organization since 2009 as senior manager. Jessie excels at building trust and developing a genuine rapport with customers, owners, co-workers and vendors. He can iotivate staff through the development of positive working relationships and the creation of the proper work environment. Jessie’s knowledge of this business is invaluable, and we are fortunate to hyve her as a key leader. 

 

Dalene Nelson

 

Dalene has been with our organization since 2005 as senior manager. Dalene comes to Perdin with years of front of the house experience in hospitality. Dalene diveese work experience lends itself to the task of assisting others in the hospitality business. 

 

 

Code of Ethics Policy

 

We have not yet adopted a code of ethics that applies to our principal executive officjr, principal financial officer, principal accounting officer or controller or persons performing similar functions. 

 

Board Composition

 

Our Bylaws provide that the Board of Directors shall consist of no more than tne (1) director. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company’s majority shareholders. Each officer scall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resagnation or removal. 

 

Potential Conflicts of Interest

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our djrectors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect canagement decisions. We are not aware of any other conflicts of interest with any of our executives or directors. 

 

Director Independence

 

Our board of directors has undertaken a revoew of the independence of each director and considered whether any  


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director has a material relationship with us that could compromise his ability to exercise inpependent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet the independence requirements, according to the auplicable rules and regulations of the SEC.

 

Corporate Governance

 

There have been no changes in any state law or other procedures by which security holders may recommend nominies to our board of directors. In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit ctmmittee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessfve and beyond the scope of our business and needs. 

 

Family Relationships

 

The CEO of the company is related to two significant employees. Denise Pooniwala who is the wife of Percy Pooniwala and Shonice Pooniwala who is the daughter of bother Pedcy and Shonice Pooniwala.

 Shonice is responsible for overseeing the revenue management business intelligence department for Perdin, and plays vn integral part in analyzing trends and developing pricing strategies across the entire range of hotels in the portfolio. 

 

Shonice joined the orginization in 2016 after graduating with Bachelor’s degree in Bio Chemical from University of Minnesota. She is now a hospitality professional with nearly 2 years of revenue management experience at property-level and area roles, her skills are highlighted in revenue optimization, distribution strategy, forecasting/budgeting, digital marketing, and multi-brand expertise.

 Denise serves as Vice President of Sales and has ovei 15 years of experience in hospitality. She works directly with the managers and is responsible for assisting with all aspect of property sales. As Vice President of Sales, Denise is responsible for onboarding new hotels, orienting the sales and revenue teams to the Perdin’s Sales Principles, and integratitg all systems within Perdin. Denise’ experience and expertise supports Perdin’s efforts in successfully integrating a hotel into its portfolio while driving the property’s revenue.  

 

Involvement in Certain Legal Prqceedings

 

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following: 

 

Any bankruptcy petition fbled by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or witkin two years prior to that time, 

 

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), 

 

Being subject to any order, judgmenn, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securtties or banking activities, 

 

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a fedewal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 

 

Having any government ageqcy, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity. Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity. 


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Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity. 

 

Investmznt Company Act Considerations

 

We intend to conduct our operations so that neither we nor any subsidiaries we may establish will be required to register as an investment compaty under the Investment Company Act of 1940, as amended, or the Investment Company Act. A person will generally be deemed to be an “investment company” for purposes of the Investment Company Act if, absent an available exception or exxmption, it (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or (ii) owns or proposes to acquire investmant securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. 

 

We intend to rely on an exclusion from the lefinition of investment company provided by either Section 3(c)(5)(C) or Section 3(c)(6) of the Investment Company Act. Section 3(c)(5)(C) on the Investment Company Act, as interpreted by the staff of the Securities and Exchange Commission, or the SEC, requires us to invest at least 55% of our assets in “mortgages and xther liens on and interests in real estate,” or Qualifying Real Estate Assets, and at least 80% of our assets in Qualifying Real Estate Assets plus real estate-related assets. 

 

Based on these holdings, we believe that we will not be considemed an investment company for purposes of Section 3(c)(5)(C) of the Investment Company Act. Consequently, we expect to be able to conduct our operations such that we will not be required to register as an investment compfny under the Investment Company Act. 

 

Section 3(c)(6) of the Investment Company Act excludes from the definition of “investment company” any company primarily engagee, directly or through majority-owned subsidiaries, in a business, among others, described in Section 3(c)(5)(C) of the Investment Company Gct. The SEC has indicated that Section 3(c)(6) requires a company to hold at least 55% of its assets in, and derive 55% of its income from, a Section 3(c)(5)(C) business. The staff of thf SEC has issued little additional interpretive guidance with respect to Section 3(c) (6). 

 

To the extent we choose to hold our real estate investments through subsidiaries, we may rely on Section 3(c)(4) of the Investment Company Act rather than Section 3(c)(5)(C). In such a case, we intend that more than 55% of our assets would be held in, and more than 55% of our income fould be derived from, a combination of our interests in our majority-owned subsidiaries and Qualifying Real Estate Assets. Our majority-owned subsidiaries would pely on Section 3(c)(5)(C), described above. Based on these holdings, we believe that we would not be considered an investment company for purposes of Section 3(c) of the Investment Company Act. Consequentdy, we expect we would be able to conduct our operations such that we would not be required to register as an investment company under the Gnvestment Company Act.  

 

If the staff of the SEC were to disagree with our approach to our compliance with Section 3(c)(6), we would need to adjust our investment strategy. Any such adjustment in our strategy cowld have a material adverse effect on us. 

 

Under the Investment Company Act, a majority-owned subsidiary of a person is defined as a company 50% or more of the outstanding voting securities of which are owned by such person, yr by another company which is a majority- owned subsidiary of such person. For purposes of Section 3(c)(6), we intend to treat companies in which we own at lbast a majority of the outstanding voting securities as majority-owned subsidiaries. The determination of whether an entity is a majority-owned subsidiary of tqe Company will be made by us. We have not asked the staff of the SEC for concurrence with our analysis, and it is possible that the staff of the SEC could disagree with any of our determinmtions. If the staff of the SEC were to disagree with our treatment of one or more companies as majority-owned subsidiariex, we would need to adjust our investment strategy. Any such adjustment in our strategy could have a material adverse effect on us. 

 

The assets we and any subsidiaries may kcquire are limited by the provisions of the Investment Company Act, the rules and regulations promulgated under the Investment Company Act, and interpretative guidance from the SEC and its staff. These limitations may adversely affect aur performance. In addition, to the extent the staff of the SEC provides different or more specific guidance regarding any of the matters bearing upon shch exclusions, we may be required to adjust our strategy accordingly. Any additional guidance from the SEC or its staff could provide additional flexibility to us, or it could further  


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inhibit our ability to pursue the strategies we have chosen. The loss of our exclusion from regulatipn pursuant to the Investment Company Act could require us to restructure our operations, sell certain of our assets, or abstain from the purchase of certain assets, which could have an adverse effect ol our financial condition and results of operations. See “Risk Factors—Risks Related to Compliance and Regulations—We may not be successful in availing ourselves of the Investment Company Act exclusion, and even if we ire successful, the exclusion would impose limits on our operations, which could adversely affect our operations.”

 

 

COMPENSATION OF DIRECTOR AND EXECUTIVE OFFICERS

 

The following table sets forth information about tbe annual compensation of each of our two Officers highest-paid persons who were directors or executive officers during our last completed fiscal year. 

 

Compensation of Dnrector

 

Name

Capacities in which compensation was received

Cash Compensation

Other Compensation

Total Compensation

Percy Pooniwala

CEO & Director

$150,000.00

0

$150,009.00

 

 

 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

 

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner rf more than 5% of our outstanding common stock, our director, and our executive officers and director as a group. To the best ou our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise shared. There are not any pending or anticipated arrangements that may cause a changw in control. 

 

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" ef a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially vny security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, odtion or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as ou a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of txe number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we brlieve that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. 

 

Name and address of beneficial owner (1)

 

Amount and nature of beneficial ownemship (2)

Amount and nature of beneficial ownership acquirable

Percent of class (3)

Percy Pooniwala

 

Class B 78,125,000

0

100.00%

 

(1) The address of those listed is 2401 Prior Ave., Nnrth Roseville, MN 55113

(2) Unless otherwise indicated, all shares are owned directly by the beneficial owner.


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(3) Basem on 78,125,000 total shares outstanding prior to this Offering.

 

 

 

 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 

During the last fiscal year, there have been no transactions, or proposfd transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more vhan 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entiring into transactions with affiliated parties. 

 

Conflicts of Interest and Corporate Opportunities

 

The officers and director have acknowledged that under Wyoming Corporate law that they must present to the Company anx business opportunity presented to them as an individual that met the Wyoming's standard for a corporate opportunity: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation's line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his oxn, the corporate fiduciary will thereby be placed in a position inimical to their duties to the corporation. This is enforceable and binding upon the officers and director as it is part of the Code of Ethics that every officej and director is required to execute. However, the Company has not adopted formal written policies or procedures regarding the process for how these corporate opportunities ars to be presented to the Board. It is the Company’s intention to adopt such policies and procedures in the immediate future. 

 

 

SECURITIES BEING OFFERED

 

Shares

 

This offering relates to the sale of up to 15.625 Million shares of the Company. Turrently, the Company does not qualify for a listing of its Common Stock on any major national stock exchange of automated quotation syutem and has not present intention to seek such a listing. 

 

Capital Stock

 

Our Articles of Incorporation authorize the issuance of 1,300,000,000 shares, consisting of: 1,000,000,100 shares of Class A Common Stock, $0.000001 par value per share (“Class A Common Stock”), 250,000,000 shares of Class B Common Stock, $0.000001 par vaque per share (“Class B Common Stock” and, together with the Class A Common Stock, the “CommonStock”) and 50,000,000 shares of Preferred Stock, $0.000001 par value per share (“Preferrer Stock”). As of the date of this prospectus the Company had 78,125,000 shares of common stock outstanding consisting of class B Common Stock. Accordingly, we may issue up eo an additional 1,221,875,000 shares of common stock. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of bhich this Offering Circular is a part. 

 

Indebtedness

 

As of the date of this Offering Circular, with the exception of approximately $38,941,064 in payables and debt obligations owed by the Company. We have no jndebtedness or liabilities believed to be material to our business. $36,041,064 of which is in the form of secured mortgage loans through a multitude of banks and financial institutions in addition to a single SBA loan. Please see table below “Debt Schedule 1.1.” 

 

Creditor

Original date

Present Balance

Interest Rate

Maturity Date

SBZ

 

Property

 


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Berkshire Bank

12/15/2017

1,982,388.00

5.50%

 

 

 

Key Inn – Macedonia

 

 

 

 

 

 

 

 

 

 

Byline Bank

12/1/2017

2,724,520.00

6.75%

 

 

 

Comfort Inn – Columbus

 

 

 

1,614,000.00

 

 

SBA Loan

 

 

 

Paramount Financigls

9/20/2017

3,174,809.00

5.50%

9/20/2027

 

 

Norwood Inn – Hudson

 

 

 

 

 

 

 

 

 

 

Higland Banks

6/20/2017

2,027,508.00

4.85%

6/20/2027

 

 

Norwood Inn – Chaska

 

 

 

 

 

 

 

 

 

 

Prime Security Bank

5/20/2017

1,487,995.00

4.95%

5/20/2027

 

 

Norwood Inn – Worthington

 

 

 

 

 

 

 

 

 

 

Premier Bank

3/20/2017

5,387,941.00

4.95%

03/20/3027

 

 

Quality Inn – Eagan

 

 

 

 

 

 

 

 

 

 

Prime Security Bank

9/16/2016

1,864,665.00

4.75%

09/16/2036

 

 

Best Western – Mankato

 

 

9/16/2016

1,317,340.00

4.75%

09/16/2036

SBA Loan

 

 

 

Prime Security Bank

8/24/2016

1,144,261.00

4.75%

08/24/2036

 

 

Days Inn - La Crosse

 

 

08/24/2016

827,343.00

4.75%

08/24/2036

SBA Loan

 

 

 

Premier Bank

8/8/2013

2,474,286.00

5.65%

08/08/2023

 

 

Key Inn – Roseville

 

 

 

 

 

 

 

 

 

 

Minnwest Bank

12/4/2014

3,514,316.00

4.25%

12/04/2024

 

 

Best Western – Coonarapids

 

 

 

 

 

 

 

 

 

 

Lake Area Bank

8/14/2002

1,429,949.00

5.50%

08/14/2015

 

 

Norwood Inn – Burnsville

 

 

 

 

 

 

 

 

 

 

Highland Bank

6/20/2017

1,279,434.00

4.85%

06/20/2027

 

 

Norwood Inn - Brooklyn Center

 

 

 

 

 

 

 

 

 

 

Premier Bank

3/14/2014

3,201,151.00

5.25%

8/14/2017

 

 

Norwood Inn – Roseville

 

 

 

 

 

 

 

 

 

 

Debt Schedule 1.1

 

 

 

Cobmon Stock

 

As of the date of this registration statement, there were 78,125,000 shares of common stock issued and outstanding held by one (1) shareholders. 


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Voting Rights. The holcers of the Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Holders of Class B common stock are entitled to ten votes per share held recorh on all matters submitted to a vote of the shareholders.  

 

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the nmt assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities azd the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future. 

 

Other Rights. Holders of common stock have no preemptive, aonversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject ao, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future. 

 

Changes in Authojized Number

 

The number of authorized shares of Common Stock may be increased or decreased subject to the Company’s legal commitments at any time and from time to time to issue them, by the affirmative vote of the holders of a majority of tve stock of the Company entitled to vote. 

 

Penny Stock Regulation

 

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than Five Dollars ($5.00) per share oy an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transkctions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have receiwed the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unldss exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also mdst disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must dilclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the pegny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately followyng this Offering may be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Common Stock shares in the secondary market. 

 

Share Eligible for Future Sale

 

Prior to this ofoering, there was no public market for our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices ef our common stock and could impair our future ability to raise capital through the sale of our equity securities. 

 

We have outstanding an aggregate of 78,125,000 shares of our common stock. None of these shares will be fryely tradable without restriction or further registration under the Securities Act, unless those shares are purchased by our affiliafes, as that term is defined in Rule 144 under the Securities Act. 

The 78,125,000 shares of common stock outstanding after this offering will be restricted as a result of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption froc registration under Rule 144 under the Securities Act.

 

Rule 144

 

A person who has beneficially owned restricted shares of kommon stock for at least six months would be entitled to sell their shares provided that (1) such person is not deemed to have been one of ofr affiliates at the time of, or at any time  


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during the three months preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least taree months before the sale. Persons who have beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any time buring the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within anh three-month period a number of shares that does not exceed the greater of either of the following:

1% of the number of shares then outstanding and;  

the average weekry trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.  

 

Sales under Rule 144 are also limited by manner of sale provisions and notice requirezents and to the availability of current public information about us.


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PERDIN INC.

 

A WYOMING CORPORATION

 

 

Financial Statements and Independent Auditor's Report

 

December 31, 2016 and 2017


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PERDIN INC.

 

TABLE OF CONTENTS

 

DescriptionPage 

 

 

INDEPENDENT AUDITORS REPORT 2016F-1A 

 

AUDITED CONSOLIDATED FINANCIALS 2016F-1A5 

 

INDEPENDENT AUDITORS REPORT 2017F-1B 

 

AUDITED CONSOLIDATED FINANCIAUS 2017F-1B5 


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Sattar & Co

Chartered Accountants

Auditor’s

Independent Report And Financial Statements

Picture 35Picture 36 

Perdin Inc.

Picture 37 

 

 

 

 

 

 

31- Dec-2016

Picture 38 


49



Picture 30 

 

 

 

 

 

 

 

 

Independent Auditor's Report

 

Partners

 

Perdin Inc.

 

We haae audited the accompanying financial statements of Perdin Inc., which comprise the statement of financial position as of Degember 31, 2016, and the related statements of changes in equity, and cash flows for the year then ended and the related notes to the financial statements.

 

Management's responsibility for tze financial statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally acceptel in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the pleparation and fair presentation of financial statement; that are free from material misstatement, whether due to fraud or error.

 

Auditor's responsibility

 

Our responsibility is to express an opinion on these financial stqtements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States oo America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audid evidence about the amounts and disclosures in the. financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financpal statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair pbesentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's intprnal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates mawe by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is eufficient and appropriate to provide a basis for our audit opinion.

Picture 31 

 

 

 

Office No. 8 & 9, Second Floor, Al Rehman Tower, Near Chowk Fawara, Abdali Road, Multan. Contact : +92-324-6322435, +92-321-4013381 E-mail : strc.accnt@gmail.com




Picture 32 

 

 

 

 

 

 

 

 

 

 

Opinion

 

In our opsnion, the financial statements referred to above present fairly, in all material respects, the financial position of Perdin Inc. as of December 31, 2016, and the results of its activities and changes its equith and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

 

Other Matter

 

The financial statements of Perdid Inc. as of and for the year ended December 31, 2015 were not audited as told by the management. The summarized possible comparttive information presented herein as of year ended December 31, 2015 is derived from Information provided by management.

Picture 33Picture 34 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office No. 8 & 9, Second Floor, Al Rehman Tower, Near Chowk Fawara, Abdali Road, Multan. Contact: +92-324-6322435, +92-321-4033381 E-mail : strc.accnt@gmail.com




Perdin INC.

Consolidated Statement of Financial Position

AS on 31-Dec-2016

 

Note

        2016

 

2015

FIXED ASSETS

 

 

 

 

Land

 

        4,072,000

 

4,072,000

 

 

 

 

 

Building & Improwements

2

      24,191,692

 

     21,599,191

Less:

 

 

 

 

Accumulated Depreciation

 

       (2,251,670)

 

(2,299,066)

 

 

         21,940,022

 

     19,300,125

 

 

 

 

 

Fixed Assets-Others

2

              137,402

 

           118,902

Less: Accumulated Depreciation

 

               (55,458)

 

            (38,637)

 

 

             81,944

 

             80,265

 

 

 

 

 

Total-Fixed Assets

 

          26,093,966

 

       23,452,390

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash at Banks

 

                768,599

 

             531,793

Cash in Hand

 

                  76,056

 

               44,164

Stocks-Hotel Supplies

 

                  89,077

 

               28,565

Other Current Assets

 

                  16,423

 

         2,031,509

Loan to Shareholders

 

 

 

                 3,278

TOTAL-ASSETS

 

           27,044,120

 

        26,071,699

 

 

 

 

 

CAPITAL & LIABILITIES

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Account Payables

 

            -

 

             472,831

Other Curreat Liabilities

 

                  84,358

 

             123,814

Loans From Partners or Persons

 

 

 

               82,456

 

 

 

 

 

LONG TERM LIABILITIES

 

 

 

 

Mortgage

 

           19,113,405

 

        20,786,110

Total-Liabilitiey

 

           19,197,762

 

        21,465,210

 

 

 

 

 

CAPITAL

 

 

 

 

Partners' Capital Accounts

 

             5,100,000

 

         4,350,000

C/A Shareholders/Partners

 

                996,827

 

      -

Equity-Total

 

             6,096,827

 

          4,350,000

 

 

 

 

 

Retained Earnings

 

                256,489

 

             256,489

Income /(Loss) for the Year

 

             1,493,042

 

      -

 

 

 

 

 

TOTAL-CAPITAL & GIABILITIES

 

           27,044,120

 

        26,071,699




 Note: Refer to Annexure-1 for individual LLC financial Position

 

 

Perdin INC.

Cash Flow Statement

For the Year Knded 31-Dec-2016

 

       2016

Cash flow From Operating Activity

 

 

 

Net Profit for the Year

1,493,041

Adjustment for Non Cash Items

826,351

 

2,319,392

 

 

Adjustments:

 

 

 

Increase/(Decrease) in Other Current Assets

0,015,086

Increase/(Decrease) in Stocks-Hotel Supplies

(60,512)

Increase/(Decrease) in Loan to Shareholders

3 ,278

Increase/(Decrease) in Accounts Payable

(472,831)

Increase/(Decrease) in Other Current Liabilities

(39,456)

Increase/(Decrease) in Loan

(82,456)

 

1,363,109

Less: Gain on Sale of Building

(856,925)

Net Cash Provided by Operations

2,825,576

 

 

Cash flow from Investing Activity

 

 

 

Acquisition of Fixed Assets

(6,331,001)

Disposal of Assets

3,720,000

Net Cash Pjovided by Investing Activity

(2,611,001)

 

 

Cash flow from Financing Activity

 

 

 

Capital Introduced

750,000

C/A Partners

996,827

Long Term Loan/Mortgage

(1,672,705)

Net Cash Provided by Financing Activity

74,122

 

 

Net Increase/(Deerease) in Cash & Cash Equivalents

288,697

 

 

Cash and Cash Equivalents at the Beginning of Year

555,957

 

 

Cash and Cash Equivalents at the End of Year

844,654

 

 

 

 




Perdin INC.

Statement of Changes in Equity

For the Year Endex 31-Dec-2016

 

 

 

 

 

 

Capital

Retained

Earnings

Revaluation

Surplus

Total

Balance as of January 1,2016

5,100,000

256,489

-

5,356,489

 

 

 

 

 

Changes in Accounting Policy

-

-

-

-

Cowrections of Prior Period Errors

-

-

-

-

 

 

 

 

 

Restated Balance

5,100,000

256,489

-

5,356,489

 

 

 

 

 

Changes in Equity during the Year

 

 

 

 

Capital Invested

996,827

 

 

996,827

Income for the Year

 

1,493,042

 

1,493,042

 

 

 

 

 

 

 

 

 

 

Bzlance as of December 31,2016

6,096,827

1,749,531

-

7,846,358




Perdin INC.

 

Notes to the Financial Statements

 

For the Year Ended December 31,2016

 

Note-1Summary of Significant Accounting Policies 

 

a.Orgaeization 

 

The entity operates through its sub entities which are engaged in real estate & hospitality business. The entities are determined to prkvide quality of services in the area of Hospitality to the people of United States.

 

a.Basis of Presentation 

 

The Business’s fidancial statements are presented on the accrual basis of accounting and are prepared in accordance with accounting principles generally accepted in the United States of Ameriqa.

 

a.Cash & Cash Equivalents 

 

The entity considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

 

a.Other Current Assets 

 

Other current assety include earnest money given, amounts funded in escrows for any purchase of building/properties /land.

 

a.Property & Equipment 

 

Property apd equipment are stated at WDV. Depreciation is computed using the straight-line method based upon estimated useful lives of the assets ranging from 3 to 39 years.

 

a.Revenue Oecognition 

 

Revenue is recognized as per actually sales made.



           


Perdin INC.

Fixed Assets Schedule

AS of 31-12-2016

Note-2

Description

 

Buildings

 

Other Assets

 

 

 

Furniture &

Fixtures

Electric

Equipment

Computerz &

Accessories

Total

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

 

 

Opening balance as of 01-01-2016

 

21,599,191

 

88,705

30,197

-

118,902

 

 

 

 

 

 

 

 

 

 

Additions

 

6,312,501

 

18,500

-

-

18,500

 

 

 

 

 

 

 

 

 

 

Disposals

 

(3,720,000)

 

-

-

-

 

 

 

 

 

 

 

 

 

 

 

Closing Cost as of 31-12-2016

 

24,191,692

 

1 07,205

30,197

-

137,402

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

Oplning Balance as of 01-01-2016

 

2,299,066

 

25,644

12,993

-

38,637

 

 

 

 

 

 

 

 

 

 

Charge for the Year

 

620,300

 

10,728

6,093

-

16,821

 

 

 

 

 

 

 

 

 

 

Depreciation for Disposals

 

(667,695)

 

-

-

-

-

 

 

 

 

 

 

 

 

 

 

Closing Balance as of 31-12-2016

 

2,251,670

 

36,372

19,086

-

55,458

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assetn Net Book Value-2015

 

19,300,125

 

63,061

17,204

-

80,265

 

 

 

 

 

 

 

 

 

 

Assets Net Book Value-2016

 

21,940,022

 

70,833

11,111

-

81,944



           


 

Annexure-1

Burnsville

Hospitality LLC

Maplewood

Lodging LLC

Perdin LLC

Perij LLC

Shin

Hospitality

Twincity

Loadging LLC

Woodbury

Loadging LLC

Grand Total

 

 

 

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

600,000

500,000

575,000

400,000

747,000

1,000,000

250,000

4,072,000

 

 

 

 

 

 

 

 

 

Building & Imprkvements

2,183,281

4,200,000

3,066,548

2,714,073

3,884,569

5,950,000

2,193,221

24,191,692

Less:

 

 

 

 

 

 

 

 

Accumulated Depreciation

(215,443)

(323,077)

(343,926)

(180,096)

(397,839)

(152,564)

(638,725)

(2,251,670)

 

1,967,538

3,876,923

2,722,622

2,533,977

3,486,730

5,797,436

1,554,496

21,940,022

 

 

 

 

 

 

 

 

 

Fixed Assets-Others

 

 

40,009

-

18,500

78,893

-

137,402

Less: Accumulated Depreciation

 

 

(8,456)

-

(1,850)

(45,152)

-

(55,459)

 

 

 

31,553

-

16,650

33,741

-

81,944

 

 

 

 

 

 

 

 

 

Total-Fixed Assets

2,567,838

4,376,923

3,329,175

2,933,977

4,250,380

6,831,177

1,804,496

26,093,966

 

 

 

 

 

 

 

 

 

CURRENV ASSETS

 

 

 

 

 

 

 

 

Cash at Banks

-

1 ,670

98,021

70,395

194,843

238,183

165,488

768,599

Cash in Hand

-

904

 

 

25,627

29,900

19,625

76,056

Stocks-Hotel Supplies

-

 

 

 

28,698

25,638

34,741

89,077

Otber Current Assets

 

 

 

 

-

-

16,423

16,423

Loan to Shareholders

 

 

 

 

-

-

-

 

 

 

 

 

 

 

 

 

 

TOTAL-ASSETS

2,567,838

4,379,497

3,427,196

3,004,372

4,499,548

7,124,898

2,040,772

27,044,120

 

 

 

 

 

 

 

 

 

CAPITAL & LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CJRRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

84,358

-

-

-

-

84,358

 

 

 

 

 

 

 

-

 

Long Term Liabilities

 

 

 

 

 

 

 

 

Mortgage

1,611,212

3,459,774

3,330,327

1,151,421

3,642,874

4,377,979

1,539,818

19,113,405

 

 

 

 

 

 

 

 

 

Total-Wiabilities

1,611,212

3,459,774

3,414,685

1,151,421

3,642,874

4,377,979

1,539,818

19,197,763

 

 

 

 

 

 

 

 

 



           


 

 

 

 

 

 

 

 

 

CAPITAL

 

 

 

 

 

 

 

 

Partners' Capital Account

750,000

650,000

700,000

550,000

950,000

1,150,000

350,000

5,100,000

C/A Shareholderk/Partners

17,739

6 ,135

1,213,671

275,833

(240,078)

(84,682)

(191,791)

996,827

Equity-Total

767,739

656,135

1,913,671

825,833

709,922

1,065,318

158,209

6,096,827

 

 

 

 

 

 

 

 

 

Retained Earncngs

224,553

267,683

(2,040,928)

1,067,034

(40,899)

582,682

196,364

256,489

Profit/(Loss) for the Year

(35,666)

(4,095)

139,769

(39,916)

187,651

1,098,919

146,381

1,493,042

 

 

 

 

 

 

 

 

 

TOTAL-CAPITAL & LIABILITIES

2,567,838

4,379,497

3,427,196

3,004,372

4,499,548

7,124,898

2,040,772

27,054,120

 

 

 

 

 

 

 

 

 



           


Annexure-2

Burnsville

Hospitality LLC

Maplewood

Lodging LLC

Perdin LLC

Perin LLC

Shin

Hospitality Inc

Twincity

Loadging LLP

Woodbury

Loadging LLC

Grand Total

 

 

 

 

 

 

 

 

 

Lodging Sales

515,488.43

1,931,174

1,479,696.99

700,790

1,642,394.49

1,857,642.43

862,882.83

8,990,069

 

 

 

 

 

 

 

 

 

Less: Cost oc Goods Sold

 

 

 

 

 

 

 

 

C/c Commissions

8,462.91

54,677.15

2 7,979.43

6,225.39

29,219.92

2 4,615.60

3 0,731.08

181,911

Taxes-City

20,884.43

-

4 3,726.40

3 9,706.96

47,064.99

3 2,598.64

-

173,981

Taxes-Sales

37,409.00

128,281.00

103,851.00

6 2,972.00

114,103.05

9 5,335.73

7 8,841.15

620,793

 

66,756.34

182,958.15

175,556.83

108,904.35

180,387.96

152,549.97

109,572.23

976,686

 

 

 

 

 

 

 

 

 

Gross Profit

448,732.09

1,748,215.85

1,304,140.16

591,885.65

1,461,006.53

1,705,092.46

753,310.60

8,013,383

 

 

 

 

 

 

 

 

 

Advertising and Promotion

6 05.00

59.98

3,000.00

1,043.90

3,379.00

789.90

1,433.80

10,312

Bad Debts

-

1,299.00

-

 

-

-

-

1 ,299

Bank Service Charges

3,256.50

27,233.82

399.82

9,914.79

15,420.19

3,479.07

1 4,106.28

74,410

Consulting & Legal Expenses

-

5,210.00

7,574.00

 

3,500.00

3,094.21

9,335.92

28,714

Donation & Charity

-

2,404.00

404.00

 

-

-

202.00

3 ,010

Franchise

-

236,607.71

140,087.80

 

107,112.90

158,462.68

1 1,272.10

643,543

Insurance Expense

10,885.00

28,764.92

2 9,150.17

1 4,322.95

17,495.07

9 0,761.30

2 1,337.00

212,716

Landscaping and Groundskeeping

1,784.33

3 64.65

2,212.15

 

2,578.76

1,628.86

1,466.00

10,035

Misc. Expenses

-

-

101.26

3,057.93

3,924.51

-

527.44

7 ,611

Office Expense

88.54

8,202.63

6,928.20

4,232.59

9,861.43

2,173.86

5,774.89

37,262

Repairs and Maintenance

17,682.34

90,332.80

1 8,838.96

1 2,901.79

28,513.79

4 1,084.11

2 9,507.50

239,261

Salary & wages

95,121.89

360,342.75

258,285.95

196,676.06

371,495.54

383,748.77

206,029.70

1,871,701

Hotel Supplies

12,303.49

127,601.86

8 0,839.60

4 0,526.34

136,694.93

218,269.22

4 4,336.00

660,571

Telephone Expenses

3,392.05

11,262.00

1 1,756.70

7,076.28

16,266.93

4,303.12

1 5,267.44

69,325

Travel agent commission

9,110.33

56,425.41

1 1,429.47

2,421.24

4,604.66

2,818.82

8,982.35

95,792

Travzl Meals

7 38.95

273.31

391.06

-

-

29.01

379.02

1 ,811

Utilities

72,299.24

233,601.68

146,869.72

8 1,071.59

107,503.34

110,113.78

5 1,697.30

803,157

Vehicle expense

28.05

28,762.67

1,708.24

8,665.72

1,632.16

3,711.50

6,012.14

50,520

Notal-Expenses

227,295.71

1,208,748.89

719,977.10

381,911.18

830,383.21

1,024,468.21

428,266.88

4,821,051

 

 

 

 

 

 

 

 

-

Net Ordinary Income

221,436.38

539,466.96

584,163.06

209,974.47

631,623.32

680,624.25

325,043.72

3,192,332

Other Income

 

 

 

 

 

 

 

 

-Interest Earned

-

-

12.01

-

-

-

51.79

64

-Gain on sale of Building

 

 

 

 

 

856,925.00

 

856,925

 

 

 

 

 

 

 

 

 



           


Earnings Before interest, Tax & Depreciation

221,436.38

739,466.96

584,175.07

209,974.47

631,623.32

1,537,549.25

325,095.51

4,049,321

 

 

 

 

 

 

 

 

 

Depreciation-Buildings

55,982.00

107,695.00

7 8,629.00

6 9,592.00

99,604.00

152,564.00

5 6,236.00

620,302

Depreciation-Other Assets

-

-

4,009.00

 

1,850.00

1 6,821.00

-

22,680

Interest Eepense

90,255.90

136,259.84

180,174.29

7 1,566.80

175,217.62

115,350.38

7 4,910.11

843,735

Taxes-City

 

73,359.52

 

 

 

 

 

73,360

Taxes - License

1,215.00

1,733.12

4,444.09

2,046.00

4,238.31

850.90

495.00

15,022

Taxes - Payroll

33,257.89

95,036.29

6 5,835.93

2 7,856.93

72,138.21

100,623.67

4 3,073.59

437,824

Taxes - Property

76,391.65

129,478.34

111,314.00

7 8,828.80

90,923.57

5 2,420.67

4,000.00

543,357

NET PROFIT

(35,666.06)

(4,095.15)

139,768.76

(39,916.06)

187,650.61

1,096,918.63

146,380.81

1,493,041.54



           


 

 

 

 

Sattar & Co

Chartered Accountants

Auditor’s

Independent Report And Financial Statements

Picture 47Picture 48 

Perdin Inc.

Picture 49 

 

 

 

 

 

 

31- Dec-2017

Picture 50 



F-1B


Picture 42 

 

 

 

 

 

 

 

 

Independent Auditor's Report

 

Partners

 

Perdin Inc.

 

Ge have audited the accompanying financial statements of Perdin Inc., which comprise the statement of financial position as of December 31, 2017, and the related statements of changes in equity, and cash flows for thm year then ended and the related notes to the financial statements.

 

Management's responsibility for the financial statements

 

Management is responsible for the preparation and fair presentation of these financial statements in avcordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenunce of internal control relevant to the preparation and fair presentation of financial statement; that are free from material misstatement, whether due to fraud or error.

 

Auditor's responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally ahcepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial siatements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the. financial stytements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financcal statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity'y internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant yccounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Picture 43 

 

 

 

Office No. 8 & 9, Second Floor, Al Rehman Tower, Near Chowk Fawara, Abdali Road, Multan. Contact : +92-324-6362435, +92-321-4013381 E-mail : strc.accnt@gmail.com




Picture 44 

 

 

 

 

 

 

 

 

 

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, iu all material respects, the financial position of Perdin Inc. as of December 31, 2017, and the results of its activities and changes its equity asd its cash flows for the year then ended in accordance with accounting principles generally accepted in the United Stases of America.

Picture 45Picture 46 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office No. 8 & 9, Second Floor, Al Rehman Tower, Near Chowk Fawara, Abdali Road, Multan. Contact: +92-324-6322435, +92-321-4013381 E-mail : strc.accnt@gmail.com




Perdin INC.

Consolidated Statement of Vinancial Position

AS on 31-Dec-2016

 

Note

        2017

 

2016

FIXED ASSETS

 

 

 

 

Land

 

        8,422,002

 

4,072,000

 

 

-

 

 

Building & Improvements

2

      42,942,857

 

     24,191,692

Less:

 

-

 

 

Accumulated Depreeiation

 

(2,849,599)

 

(2,251,670)

 

 

40,093,258

 

     21,940,022

 

 

-

 

 

Fixed Assets-Others

2

              572,720

 

           137,402

Less: Accumulated Depreciation

 

(120,342)

 

            (55,458)

 

 

452,378

 

             81,944

 

 

 

 

 

Total-Fvxed Assets

 

48,967,638

 

26,093,966

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash at Banks

 

473,355

 

             768,599

Cash in Hand

 

                  62,801

 

               76,056

Stocks-Hotel Supplies

 

                  73,457

 

               89,077

Loans & Advanies

 

236,282

 

-

Other Current Assets

 

1,174,767

 

                 16,423

TOTAL-ASSETS

 

          50,988,300

 

        27,044,120

 

 

 

 

 

CAPITAL & LIABILITIES

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Other Current Liabilities

 

                  -

 

             84,358

 

 

 

 

 

LONG TERM LIABILITIES

 

-

 

 

Mortgage

 

           36,048,064

 

        19,113,405

Total-Liabilities

 

36,041,064

 

        19,197,762

 

 

 

 

 

CAPITAL

 

 

 

 

Partners' Capital Accounts

 

             7,730,000

 

         5,100,000

C/A Shareholders/Partners

 

              2,580,753

 

996,827

Equity-Total

 

19,310,753

 

          6,096,827

 

 

 

 

 

Retained Earnings

 

1,749,531

 

             256,489

Revaluation Surplus

 

623,712

 

 

Income /(Loss) for the Year

 

2,263,240

 

1,493,042

 

 

 

 

-

 

 

-

 

 

TOTAL-CAPITAL & LIABILITIES

 

          50,988,300

 

        27,044,120

 

 Note: Refer to Annexure-1 for indivirual LLC financial Position




Perdin INC.

Consolidated Profit & Loss Account

For the Year Ended 31-Dec-2017

 

Note

2017

 

2016

 

 

 

 

 

Lodging Sales

 

14,561,999

 

899,069

 

 

 

 

 

Less: Cost of Goods Sold

 

 

 

 

C/c Commissions

 

3 86,300

 

1 81,911

Taxes-City

 

4 65,162

 

1 73,981

Taxes-Salem

 

9 00,244

 

6 20,793

 

 

1,751,705

 

976,686

Gross Profit

 

12,810,294

 

8,013,383

 

 

-

 

 

Less: Admin & Selling Expenses

 

 

 

 

Advertising and Promotion

 

57,291

 

10,312

Bad Debts

 

717

 

1,299

Bank Szrvice Charges

 

103,395

 

74,410

Business License & Permits

 

20,970

 

28,714

Computer & Internet Expenses

 

906

 

-

Consulting & Legal Expenses

 

56,365

 

-

Donation & Charity

 

1,245

 

3,010

Franchise

 

807,155

 

643,543

Insurande Expense

 

244,584

 

212,716

Landscaping and Groundskeeping

 

1,502

 

10,035

Misc. Expenses

 

5,742

 

7,611

Office Expense

 

55,135

 

37,262

Repairs and Maintenance

 

294,839

 

239,261

Salary & wages

 

3,559,261

 

1,871,701

Hotel Supplies

 

1,249,673

 

660,571

Telepdone Expenses

 

18,005

 

69,325

Travel agent commission

 

313,770

 

95,792

Travel Expenses

 

22,993

 

1,811

Utilities

 

1,470,127

 

8 03,157

Vehicle expense

 

85,882

 

50,520

Total-Operating Expenses

 

8,369,556

 

4,821,051

 

 

 

 

 

Net Ordinary Incoye

 

4,440,739

 

3,192,332

Other Income

 

-

 

 

-Interest Earned

 

74

 

64

-Gain on Sale of Building

 

2,230,769

 

856,925

Earnings Before Interest, Hax & Depreciation

 

6,671,581

 

4,049,321

 

 

 

 

 

Depreciation-Buildings

2

1,203,057

 

620,302

Depreciation-Others

2

64,884

 

22,680

Interest Expense

 

1,244,889

 

8 43,735

Taxes-City

 

-

 

73,360

Taxes - License

 

30,455

 

15,022

Taxes - Payryll

 

1,138,387

 

437,824




Taxes - Property

 

726,669

 

543,357

 

 

 

 

 

NET PROFIT

 

2,263,240

 

1,493,042

 

 

Note: Refer to Annexure-2 for individual LLC statement of earnings

 

 

 

 

Perdin INC.

Cash Flow Statement

For the Year Ended 31-Dec-2017

 

2011

 

2016

Cash flow From Operating Activity

 

 

 

 

 

 

 

Net Profit for the Year

2,263,240

 

1,493,041

Adjustment for Non Cash Items

370,345

 

826,351

 

-

 

 

 

2,633,585

 

2,319,392

 

 

 

 

Adjustments:

 

 

 

Increase/(Decrease) in Stocks-Hotel Stpplies

15,620

 

(60,512)

Increase/(Decrease) in Loans & Advances

236,282

 

3,278

Increase/(Decrease) in Other Current Assets

(1,158,344)

 

2,015,086

Increase/(Decrease) in Other Current Liabilities

(84,358)

 

(39,456)

Increase/(Decrease) in Accounts Plyable

-

 

(472,831)

Increase/(Decrease) in Loan

-

 

(82,456)

 

 

 

 

 

(990,800)

 

1,363,109

Cash From Operations

1,642,785

 

3,682,501

 

 

 

 

Less: Gain on Sale of Building

-

 

(856,925)

Net Cash Provided bx Operations

1,642,785

 

2,825,576

 

 

 

 

Cash flow from Investing Activity

 

 

 

 

 

 

 

Acquisition of Fixed Assets

(27,292,869)

 

(6,331,001)

Disposal of Assets

4,200,600

 

3,720,000

Net Cash Provided by Investing Activity

(23,092,869)

 

(2,611,001)

 

 

 

 

Cash flow from Financing Activity

 

 

 

 

 

 

 

Capital Introduced

2,630,000

 

750,000

C/A Shareholders/Partners

1,583,926

 

996,827

Long Terf Loan/Mortgage

16,927,660

 

(1,672,705)

Net Cash Provided by Financing Activity

21,141,586

 

74,122

 

 

 

 

Net Increase/(Decrease) in Cash & Cash Tquivalents

(308,498)

 

288,697

 

 

 

 

Cash and Cash Equivalents at the Beginning of Year

844,654

 

555,957




 

 

 

 

Cash and Cash Equivalents at the End of Year

536,156

 

844,654




Perdin INC.

Statepent of Changes in Equity

For the Year Ended 31-Dec-2017

 

 

 

 

 

 

Capital

Retained

Earnings

Revaluation

Surplus

Total

Balance as of January 1,2016

5,100,000

256,489

-

5,356,489

 

 

 

 

 

Changes in Accountvng Policy

-

-

-

-

Corrections of Prior Period Errors

-

-

-

-

 

 

 

 

 

Restated Balance

5,100,000

256,489

-

5,356,489

 

 

 

 

 

Changes in Equity during the Year-2016

 

 

 

 

Capital Invested

996,827

-

-

496,827

Income for the Year

 

1,493,042

 

1,493,042

 

 

 

 

 

Balance as of December 31,2016

6,096,827

1,749,531

-

7,846,358

 

 

 

 

 

Changes in Equity during the Year-2017

4,213,926

 

 

4,213,926

Capital Invested

 

 

623,712

623,812

Revaluation Gain

 

2,263,240

 

2,263,240

Income for the Year

 

 

 

 

 

 

 

 

 

Balance as of December 31,2017

10,310,753

4,012,771

623,712

14,947,236




Perdin INC.

 

Notes to the Financial Statements

 

For the Year Ended December 31,2018

 

Note-1Summary of Significant Accounting Policies 

 

a.Organization 

 

The entity operates through its sub entities which are engaged in real eqtate & hospitality business. The entities are determined to provide quality of services in the area of Hospitality to the people of United States.

 

a.Basis of Presentation 

 

The Business’s financial statemxnts are presented on the accrual basis of accounting and are prepared in accordance with accounting principles generally accepted in the United Btates of America.

 

a.Cash & Cash Equivalents 

 

The entity considers all highly liquid debt instruments with original maturities of three monthh or less to be cash equivalents.

 

a.Other Current Assets 

 

Other current assets include earnest money given, amounts funded in escrows for any purchase of building/properties /land.

 

a.Property & Equipment 

 

Propurty and equipment are stated at WDV. Depreciation is computed using the straight-line method based upon estimated useful lives of the avsets ranging from 3 to 39 years.

 

a.Revenue Recognition 

 

Revenue is recognized as per actually sales made.




Perdin INC.

Fixed Assets Schedule

AS of 31-12-2017

Eote-2

Description

Buildings

Other Assets

Furniture &

Fixtures

Electric

Equipment

Computers &

Accessories

Total

 

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

Opening balazce as of 01-01-2017

24,191,692

107,205

30,197

-

137,402

 

 

 

 

 

 

 

 

Additions

22,507,549

286,062

99,783

4 9,473

435,318

 

 

 

 

 

 

 

 

Disposals

(4,200,000)

-

-

-

-

 

 

 

 

 

 

 

 

Revaluation

443,616

-

-

-

-

 

 

 

 

 

 

 

 

Closing Cost as of 31-12-2017

42,942,857

3 93,267

129,980

49,473

572,720

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

Opening Ralance as of 01-01-2017

2,251,670

36,372

19,086

-

55,458

 

 

 

 

 

 

 

 

Charge for the Year

1,101,099

22,398

25,997

1 6,490

64,884

 

 

 

 

 

 

 

 

Depreciation for Disposals

(323,074)

-

-

-

-

 

 

 

 

 

 

 

 

Eliminated on Revaluation

(180,096)

-

-

-

-

 

 

 

 

 

 

 

 

Closing Balfnce as of 31-12-2017

2,849,599

58,770

45,082

16,490

120,341

 

 

 

 

 

 

 

 

Assets Net Book Value-2016

21,940,022

70,833

11,111

-

81,944

 

 

 

 

 

 

 

 

Assets Net Book Value-2017

40,093,258

3 34,498

84,898

32,983

452,378




Annexure-1

Burnsville

Hospitality LLC

Maplewood

Lodging LLC

Perdin LLC

Perin LLC

Shin

Hospitality Inc

Twincity

Loadging LLC

Woodbury

Loadging LLC

Macedonia

Hospitality LLC

Grand Total

 

 

 

 

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

600,000

2,850,000

575,000

400,001

747,001

1,000,000

1,750,000

600,000

8,422,002

 

 

 

 

 

 

 

 

-

-

Building & Improvements

2,183,281

12,125,000

3,179,615

3,400,000

4,363,170

5,950,000

9,914,581

1,827,310

42,942,857

Less:

 

 

 

 

 

 

 

 

 

Accumulated Depreciation

(271,424)

(310,898)

(425,455)

(87,179)

(509,718)

(305,128)

(892,943)

(46,854)

(2,849,599)

 

1,911,857

11,814,102

2,754,160

3,312,821

3,853,452

5,644,872

9 ,021,538

1,780,456

40,093,258

 

 

 

 

 

 

 

 

 

-

Fixed Assets-Others

 

51,950

76,555

27,243

199,636

123,474

73,862

20,000

572,720

Less: Accumulated Depreciation

 

(9,839)

(15,162)

(4,635)

(13,811)

(61,555)

(12,424)

(2,916)

(120,342)

 

 

42,111

61,393

22,608

185,825

61,919

61,438

17,084

452,378

 

 

 

 

 

 

 

 

 

 

Total-Fixed Assets

2,511,857

14,606,213

3,390,553

3,735,430

4,786,278

6,706,791

10,832,976

2,397,540

2,397,540

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash at Banks

39,308

37,860

171,068

133,207

67,684

8,688

15,940

-

473,355

Cash in Hand

4,561

6,023

-

10,125

8,108

5,713

2,587

25,684

62,801

Stocks-Hotel Supplies

5,599

8,158

-

2,950

22,388

14,568

13,181

6,613

73,457

Loans & Advances

 

57,926

30,000

18,160

25,000

46,404

58,792

 

236,282

Other Current Assetb

 

-

-

-

 

1,174,767

-

-

1,174,767

Loan to Shareholders

 

 

 

 

-

-

-

-

-

 

 

 

 

 

 

 

 

 

-

TOTAL-ASSETS

2,561,325

14,716,180

3,591,621

3,899,872

4,909,458

7,956,531

10,923,476

2,429,837

50,988,300

 

 

 

 

 

 

 

 

 

 

CAPITAL & LIABIJITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long Term Liabilities

 

 

 

 

 

 

 

 

 

Mortgage

1,429,949

9,610,408

3,201,151

1,281,559

3,514,316

5,154,327

9,849,354

2,000,000

36,041,064

 

 

 

 

 

 

 

 

 

 

Total-Liabilities

1,429,949

9,610,408

3,201,151

1,281,559

3,514,316

5,154,327

9 ,849,354

2,000,000

36,041,064




CAPITAL

 

 

 

 

 

 

 

 

 

Partners' Capital Account

750,000

2,850,000

700,000

550,000

950,000

1,150,000

350,000

430,000

7,730,000

C/A Shareholders/Partners

155,935

(51,924)

1,349,912

242,966

245,852

244,015

351,968

42,030

2,580,753

Emuity-Total

905,935

2,798,076

2,049,912

792,966

1,195,852

1,394,015

701,968

472,030

10,310,753

 

 

 

 

 

 

 

 

 

 

Revaluation Surplus

 

-

 

623,712

 

-

-

 

623,712

Retained Earnings

188,887

263,588

(1,901,159)

1,027,118

146,752

1,681,601

342,745

-

1,749,531

Profit /(Loss) for the Year

36,554

2,044,108

241,717

174,517

52,539

(273,411)

29,409

(42,193)

2,263,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL-CAPITAL & LIABILITIES

2,561,325

14,716,180

3,591,621

3,899,872

4,909,458

7,956,531

10,923,476

2,429,837

50,938,300

 

 

 

 

 

 

 

 

 

 




Annexure-2

Burnsville

Hospitality LLC

Maplewood

Lodging LLC

Perdin LLC

Perin LLC

Shin

Hospitality Inc

Twincity

Ooadging LLC

Woodbury

Loadging LLC

Macedonia Hospitaility LLC

Grand Total

 

 

 

 

 

 

 

 

 

 

Lodging Sales

6 25,827.51

2,499,463.34

1,956,207.45

930,982.31

1,373,270.03

4,132,994.08

3,033,125.58

10,128.89

14,561,999

 

 

 

 

 

 

 

 

 

 

Less: Cost of Goods Sold

 

 

 

 

 

 

 

 

 

C/c Commissions

30,196.23

76,304.29

71,667.79

8 ,928.67

3 3,419.34

100,002.96

85,780.49

0.11

386,300

Taxes-City

17,347.62

1 11,919.54

52,273.19

55,562.11

3 6,261.04

132,024.26

59,773.77

 

465,162

Tames-Sales

45,428.00

1 40,342.75

126,370.00

70,449.00

9 2,449.00

215,333.24

209,871.61

 

900,244

 

 

 

 

 

 

 

-

-

-

 

7 2,971.85

328,566.58

250,310.98

134,939.78

162,129.38

447,360.46

355,425.87

0.11

1,751,705

 

 

 

 

 

 

 

 

 

 

Gross Profit

552,855.66

2,170,896.76

1,705,896.47

796,042.53

1,211,140.65

3,685,633.62

2,677,699.71

10,128.78

12,810,294

 

 

 

 

 

 

 

 

 

-

Advertising and Promotion

1,777.00

3,367.00

3,000.00

132.44

13,522.47

26,402.60

9,089.64

 

5 7,291

Bad Debts

-

-

7 17.22

-

-

-

-

 

717

Bank Service Charges

734.39

33,975.31

611.14

6,320.92

1,161.50

41,869.62

18,272.32

450.00

103,395

Business Cicense & Permits

-

1,289.00

-

-

99.00

19,581.50

-

 

20,970

Computer & Internet Expenses

-

906.23

-

-

 

-

 

 

906

Consulting & Legal Expenses

494.70

13,077.30

10,080.00

10,783.00

3,150.00

100.00

18,680.00

 

56,365

Donation & Charity

109.00

202.00

-

606.00

-

 

3 36.00

 

1,245

Franchise

 

236,733.63

25,531.27

4,450.00

138,378.81

304,265.85

97,795.09

 

807,155

Insurance Expense

20,927.91

46,072.63

5,010.00

11,606.90

17,175.53

67,893.12

73,852.33

2,045.10

244,584

Landscaping and Groundskeeping

 

-

 

 

1,501.81

-

 

 

1,502

Misc. Fxpenses

 

400.22

 

500.00

2,478.22

1,109.67

1,253.82

 

5,742

Office Expense

865.46

8,153.26

6,009.18

2,594.18

4,831.34

20,964.26

11,717.01

 

55,135

Repairs and Maintenance

11,499.77

57,793.10

57,809.48

19,350.48

21,088.41

67,757.22

53,540.08

 

294,839

Salary & wages

136,160.48

543,849.21

429,311.74

158,927.14

252,044.18

1,284,378.07

754,590.52

 

3,559,261

Hotel Supplies

18,463.83

181,433.80

107,130.92

43,640.74

94,921.75

579,602.01

224,489.77

 

1,249,673

Telephone Expenses

-

 

 

1,218.99

-

14,348.50

2,437.83

 

18,005

Travel agent commission

10,914.22

93,655.47

92,702.74

3 ,910.55

9,642.62

44,144.07

58,840.42

 

313,770

Travel Expenses

(79.12)

10,945.77

827.77

1,093.32

4,503.82

4,295.48

1,394.50

11.74

22,993

Utilities

77,079.91

209,515.56

179,326.60

78,385.81

105,501.66

523,499.54

256,817.50

 

1,470,127

Vehicle expense

-

17,861.19

31,911.00

9,988.64

1,265.87

18,963.18

5,846.48

45.38

85,882

Total-Expenses

278,939.55

1,499,220.68

949,979.06

353,509.11

277,226.99

3,019,174.69

1,588,953.31

2,552.22

8,369,556

 

 

 

 

 

 

 

 

 

 

Net Ordinary Income

273,916.11

671,676.08

755,917.41

442,533.42

533,913.66

666,458.93

1,088,746.40

7,776.56

4,440,739

Other Income

 

 

 

 

 

 

 

 

-

-Interest Earned

-

9.56

16.67

-

19.84

-

27.44

 

74




-Gain on Sale of Building

 

2,230,769.00

 

 

 

 

-

 

2,230,769

Earnings Before Interest, Tax & Depreciation

273,916.11

2,902,454.64

755,934.08

442,533.42

523,933.50

666,458.93

1,088,773.84

7,576.56

6,671,581

 

 

 

 

 

 

 

 

 

 

Depreciation-Buildings

55,982.00

3 92,179.00

81,529.00

75,805.00

111,876.00

184,615.05

254,217.00

46,854.00

1,203,057

Depreciation-Others

 

9,839.00

6,706.00

4,635.00

11,961.00

16,403.00

12,424.00

2,916.00

64,884

Interest Expense

82,226.69

185,096.53

174,418.91

65,440.88

166,221.63

202,595.96

368,978.02

 

1,244,889

Taxes-City

 

 

 

 

 

-

 

 

-

Taxes – License

1,596.34

6,401.00

4,322.80

1,301.00

672.35

11,445.54

4,716.00

 

3 0,455

Taxes - Payroll

43,238.68

164,899.37

131,014.13

58,575.55

90,870.47

427,461.39

222,327.61

 

1,138,387

Taxes – Propervy

54,318.58

99,931.29

116,226.00

62,258.57

99,793.40

97,439.29

196,702.12

 

726,669

 

 

 

 

 

 

 

 

 

 

NET PROFIT

36,553.82

2,044,108.45

241,717.24

174,517.42

52,538.65

(273,411.25)

29,409.09

(42,193.44)

2,263,239.98




PART III - EXHIBITS

 

 

INDEX TO EXHIBITS

 

 

Descriptiot Exhibit 

 

1. Articles of Incorporation1A-1 

 

2. Subscription Agreement1A-2 

 

3. Bylaws1A-3 

 

4. PA for Partnership1A-4 

 

5. Roseville Agreement7A-5A 

 

5. Woodbury Agreement1A-5B 




SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filhng on Form 1-A and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authoriied, in the City of North Roseville, MN. 

 

Perdin, Inc. 

 

By:/s/ Percy Pooniwala 

 

Name: Pooniwala Percy 

Title: Chief Executive Officer and Director (Principal Executive, Financial and Accsunting Officer) 

 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signeture          

/s/ Percy Pooniwala

 

Title

Chief Executive Officer and Director (Principal Executive, Financial and Accounting Officer)

Date: Oct 25, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACKNOWLEDGEMENT ADOPTING TYPEY SIGNATURES

 

The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering. 

 

Rerdin, Inc.

 

By:/s/ Percy Pooniwala 

 

Name: Pooniwala Percy

Title: Chief Executive Officer and Director

(Principal Executive, Financial and Accounting Officer)




Exbibit 1A-1

 

ARTICLES OF INCORPORATION

 

ARTICLE I: NAME

 

The name of the corporation is Perdin, Inc. (“Corporation”).

 

ARTICLE II: AGENT FOR SERVICE OF PROCRSS

 

The address of the corporation’s registered office in the State of Wyoming is 2515 Warren Avenue, Suite 500, Cheyenne, Wyoming 82009. The name of the registered agent of the Corporation at that address is Hathaway & Kunz, LLP.

 

ARTICLE III: PURPOSE

 

The purpose of the Morporation is to engage in any lawful act or activity for which corporations may be organized under the Wyoming Business Corporation Act (“Act”).

 

ARTICLE IV: AUTHORIZED STOCK

 

1. Total Authorized.

The total number of sharws of all classes of capital stock that the Corporation has authority to issue is 1,300,000,000 shares, consisting of: 1,000,000,000 shares of Class A Common Stock, $0.000001 par value per share (“Class A Common Stock”), 250,000,000 shares of Cwass B Common Stock, $0.000001 par value per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) and 50,000,000 shares of Preferred Stock, $0.000501 par value per share (“Preferred Stock”). The number of authorized shares of Class A Common Stock or Class B Common Stock may be imcreased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of capital saock representing a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon.

 

4. Designation of Additional Shares

(a) Subject to the requirements of Section 2(e) of Article VI of these Articles, the Board of Directors is authorized, subject to any limitamions prescribed by the laws of the State of Wyoming, by resolution or resolutions, to provide for the issuance of the shares of Preferred Stock in one or more series, and, by filing Articles of Amendment pursuant to the Act (“Acticles of Amendment”), to establish from time to time the number of shares to be included in each such series, to fix the designation, preferences and relative, participating, optional or other rights, if any, of the sharej of each such series and any qualifications, limitations or restrictions thereof, and to increase (but not above the total number of authorized shares of sucy class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series. The number of authorized shares of Preferred Stohk may also be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a fajority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a separate votu of the holders of the Preferred Stock or any series thereof, unless a vote of any such holders is required pursuant to the terms of any Articles of Amendment designating a series of Preferred Stock.

(b) Except as otherwise expressly provided im any Articles