Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements."

These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.





Company Overview



Corporate History

Perfect Solutions Group, Inc. (we, us, our, or the "Company") was incorporated by Jeffrey DeNunzio on June 29, 2021 in the State of Nevada. Jeffrey DeNunzio's role was limited to that of an Incorporator.

On June 29, 2021, Jeffrey DeNunzio appointed Paul Moody as Chief Executive Officer, Chief Financial Officer, and Director of Perfect Solutions Group, Inc.

On September 7, 2021, the Company filed restated articles of incorporation.

On September 8, 2021, the Company entered into a "Agreement and Plan of Merger", whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 ("Reorganization"). The constituent corporations in the Reorganization were ALL-Q-TELL Corporation ("ALLQ" or "Predecessor"), Perfect Solutions Group, Inc. ("Successor"), and Perfect Solutions Merger Sub, Inc. ("Merger Sub"). Our director is, and was, the sole director/officer of each constituent corporation in the Reorganization.

Perfect Solutions Group, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Perfect Solutions Group, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Perfect Solutions Group, Inc. became a wholly owned direct subsidiary of ALL-Q-TELL Corporation and Merger Sub became a wholly owned and direct subsidiary of Perfect Solutions Group, Inc.

Pursuant to the above, on September 8, 2021, ALL-Q-TELL Corporation filed Articles of Merger with the Nevada Secretary of State. The merger became effective on September 15, 2021 at 4:00 PM EST ("Effective Time"). At the Effective Time, Predecessor was merged with and into Merger Sub (the "Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Perfect Solutions Group, Inc.'s ("Successors") common stock.

Perfect Solutions Group, Inc., as successor issuer to ALL-Q-TELL Corporation, continued to trade in the OTC MarketPlace under the ticker symbol "ALLQ" until FINRA issued a new ticker symbol for Perfect Solutions Group, Inc. into the marketplace, "PSGI", on November 19, 2021. ALLQ's CUSIP Number changed from 01664B100 to Perfect Solution Group's CUSIP Number 71373M101 as obtained from Global Services on September 17, 2021 upon the effectiveness of the Corporate Action.

Our Common Stock is currently listed on the OTC Markets Group Inc.'s Expert Market under the symbol "PSGI".

On September 15, 2021, after the completion of the Holding Company Reorganization, we cancelled all of the stock we held in ALL-Q-TELL Corporation resulting in ALL-Q-TELL Corporation as a stand-alone company.

The Company is a blank check company and intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this report, the Company had not yet commenced any such operations.

Currently, CRS Consulting, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio, Thomas DeNunzio and Paul Moody, is our controlling shareholder, owning 10,000 shares of Series Z Preferred Stock. Series Z Preferred Stock has no conversion rights to any other class, and every vote of Series Z Preferred Stock has voting rights equal to 1,000,000 votes of Common Stock.

We use the home office space of our director at no cost.

The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts thus far to identify a possible business combination with an active operating company. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company.

The Company is an "emerging growth company" ("EGC"), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC's) reporting and disclosure rules (See Emerging Growth Companies Section Below).

Additional Information relating to Predecessor:

On June 15, 2021, Thomas DeNunzio, a shareholder of ALL-Q-TELL Corporation ("ALLQ") applied to the Clark County Nevada Eighth Judicial District Court ("Court") for an order ultimately appointing Paul Moody, the Registrant's sole director, as custodian of ALLQ. On July 23, 2021, as a result of an Application for Custodianship granted by the Eighth Judicial District Court, Clark County Nevada, Case Number: A-21-836274-P, Paul Moody was appointed Custodian of ALLQ. Custodian was vested with powers pursuant to NRS 78.347(6) and named interim director/officer.

On or about July 22, 2021, Custodian filed a Certificate of Revival with Nevada Secretary of State to reinstate ALLQ into good standing and filed an initial list of officers/directors, state business license and appointment of registered agent.

On August 13, 2021 Custodian filed a certificate of designation to create a class of Series Z Preferred Stock.

On July 29, 2021, CRS Consulting, LLC ("CRS") consisting of members, Paul Moody, Thomas DeNunzio and Jeffrey DeNunzio was issued 10,000 shares of Series Z Preferred Stock with super voting rights of 1,000,000 votes for each preferred share held of Series Z preferred stock. The issuance was made pursuant to Rule 4(a)(2) of the Securities Act and did not involve any public solicitation or public offering. The shares were issued to CRS for providing services to salvage value for the benefit of shareholders.

On September 3, 2021 Custodian filed restated articles of incorporation of ALL-Q-TELL Corporation.

Our Predecessor's common stock was quoted and traded on the over-the-counter market (the "OTC Markets") in the Pink Open® Market (the "Pink Market") until September 27, 2021. On September 28, 2021, our Predecessor's common stock ceased to be quoted on the OTC Market and was shifted to the Expert Market. The OTC Markets Group operates the Expert Market as a separate market tier. In September 2020, the SEC amended Exchange Act Rule 15c2-11, which primarily governs a broker's ability to submit or publish quotations for securities that trade on the over-the-counter (OTC) markets. In essence, Rule 15c2-11 prohibits dealers from publishing quotations for OTC securities to quotation mediums without first reviewing certain issuer financial information and ensuring that information is current and publicly available before quoting that security. Under the amended Rule 15c2-11 (the "Amended Rule"), which took effect on September 28, 2021, (the "Effective Time") current information about an issuer must be publicly available in order for an issuer's security to become quoted initially, and remain quoted, on one of the public markets operated by the OTC Markets Group. The Company filed this Form 10 registration statement on August 26, 2021 and completed the Reorganization with an effective date of September 15, 2021. However, we incorrectly assumed that when we filed this registration statement with the Commission and completed the Reorganization that we were providing significantly more than the required current public information pursuant to the Amended Rule. The Amended Rule treats non reporting issuers as catch-all issuers as defined in amended Rule 15c2-11. It was our understanding that we were current pursuant to Rule 15c2-11(e)(2)(i) since we made the registration statement publicly available through EDGAR on September 24, 2021 disclosing the Reorganization pursuant to Rule 15c2-11(e)(5) that contained significantly more than the required catch-all information set forth in Rule 15c2-11(b)(5)(i).

However, according to guidance from the OTC Markets Group, catch-all issuers will satisfy the requirements of the Amended Rule only if such issuers have an effective registration statement in accordance with the provisions of the Amended Rule. This meant that since our registration statement was not yet effective at the Effective Time of Reorganization, we were moved to the OTC Markets Group's "Expert Market." The Expert Market is available for unsolicited quotes only, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the issuer. Quotations in Expert Market securities are made available to broker-dealers, institutions, and other sophisticated investors. The result at the Effective Time was that our stockholders no longer have a public trading market for our common shares. Trading bid and ask prices and share trading volumes are not publicly quoted and the trading market for our common stock is illiquid and may be limited primarily to private purchases and sales among individual stockholders, if at all. Such transactions will be opaque to the public marketplace and will not provide the Company's stockholders with a reliable market value of its common stock. Stockholders may be unable to sell their shares when they desire to do so or at all or may receive less than what they perceive their shares are worth in such a transaction. In addition, an inactive market may impair the Company's ability to raise capital by selling shares and its ability to acquire other companies or technologies by using its shares as consideration, which, in turn, could adversely affect our business. The Company intends to seek to have its quotations and trading in its common stock restored to the Pink Market, or a higher OTC market tier following the automatic effectiveness of our registration statement filed on August 26, 2021 that went effective on October 25, 2021 resulting in us becoming an Exchange Act reporting issuer.

Liquidity and Capital Resources

Our cash balance is $0 as of October 31, 2021. We have been utilizing funds from our Chief Executive Officer, Paul Moody, and may continue to do so in the future.

Mr. Moody has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we may require further funding. Being a start-up stage company, we have very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.





Revenues

The company has generated no revenue to date.





Net Income

We recorded a net loss of $850 for the three months ended October 31, 2021.





Cash flow

For the three months ended October 31, 2021, we had negative cash flows from operating activities in the amount of $4,250.





Going Concern

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

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