UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                  For the quarterly period ended March 31, 2002

[  ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                         Commission File Number 0-30786

                                 PEREGRINE, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           NEVADA                                                84-1212629
------------------------------                           -----------------------
(State or other jurisdiction of                              (IRS Employer
 Incorporation or Organization)                             Identification No.)

                              8200 E. PACIFIC PLACE
                                    SUITE 204
                                DENVER, CO 80232
                     ---------------------------------------
                    (Address of Principal Executive offices)

          Registrant's telephone number, with area code: (303) 337-4811

Indicate  by,  check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
                                             ---  ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

     Class                              Outstanding at March 31, 2002
----------------                        ------------------------------
Class A common                                   19,331,456


<PAGE>

                       PEREGRINE CONTROL TECHNOLOGIES,INC.
                                TABLE OF CONTENTS
                                   FORM 10-QSB

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

         Condensed consolidated balance sheet as of March 31, 2002
         and December 31, 2001 (audited)                                  3

         Condensed consolidated statements of operations for the
         three month periods ended March 31, 2002 and 2001                4

         Condensed consolidated statements of cash flows for the
         three month periods ended March 31, 2002 and 2001                5

         Notes to condensed consolidated financial statements           6-8

Item 2   Management's discussion and analysis of financial
         condition or Plan of Operation                                9-10

                            PART II
                       OTHER INFORMATION

Item 1   Legal proceedings                                               11

Item 2   Changes in securities and use of proceeds                       11

Item 3   Defaults upon senior securities                                 11

Item 4   Submission of matters to a vote of securities holders           11

Item 5   Other information                                               11

Item 6   Exhibits and Reports on Form 8-K                                11

                                       2

<PAGE>

                                 PEREGRINE, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2002
<TABLE>

                ASSETS

                                                        March 31,      December 31,
                                                          2002             2001
                                                      ------------     -----------
                                                      (Unaudited)
<S>                                                   <C>              <C>

Current assets
     Cash and cash equivalents                        $     20,599     $     30,311
     Accounts receivable                                    22,401           10,857
     Inventories                                            66,581           66,581
                                                      ------------     ------------
Total current assets                                       109,581          107,749
                                                      ------------     ------------

Furniture, fixtures and equipment, net                      17,083           19,017
                                                      ------------     ------------

Other assets, net                                          280,948          309,131
                                                      ------------     ------------

                                                      $    407,612     $    435,897
                                                      ============     ============

    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
     Accounts payable                                 $    332,624     $    285,294
     Accrued expenses                                       98,663           88,328
     Lines of credit
       Related parties                                      36,943           49,267
       Others                                               70,431           66,102
     Notes payable:
       Related parties                                     189,736          304,482
       Others                                              189,434           98,000
                                                       -----------      -----------
              Total liabilities, all current               917,831          891,473
                                                       -----------      -----------

Commitments and contingencies (Note 4)

Stockholders' deficit (Notes 2 and 3)
     Preferred stock; $0.001 par value; 5,000,000
       shares authorized:
       None issued and outstanding
     Common stock;$0.001 par value; 50,000,000
       shares authorized:
       19,331,456 issued and outstanding                    19,331           14,681
     Additional paid-in capital                          3,295,190        3,169,840
     Deferred compensation cost                         (1,037,500)      (1,556,250)
     Receivable from shareholder                          (118,629)        (118,629)
     Accumulated deficit                                (2,668,611)      (1,965,218)
                                                      ------------     -------------
              Total stockholders' deficit                 (510,219)        (455,576)
                                                      ------------     -------------

                                                      $    407,612     $    435,897
                                                      ============     ============
</TABLE>
                                       3
<PAGE>



                                 PEREGRINE, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001


                                                 Three months ended March  31,
                                                     2002             2001
                                                -------------     -------------

Product sales, net                              $      46,284     $      16,530
Airtime sales, net                                     70,226
                                                -------------     -------------

Total sales                                           116,510            16,530
                                                -------------     -------------

Cost goods sold                                        30,663            19,836
Cost of airtime sold                                   41,117
                                                -------------     -------------

Total cost of sales                                    71,780            19,836
                                                -------------     -------------

Gross profit                                           44,730            (3,306)

Selling, general and administrative expenses          740,068           132,838
                                                -------------     -------------

Loss from operations                                 (695,338)         (136,144)

Interest expense:
     Related parties                                    5,095            41,750
     Other                                              2,960            31,150
                                                -------------     -------------

Net loss                                        $    (703,393)    $    (209,044)
                                                =============     =============

Net loss per common share:
     Basic and diluted                          $       (.04)     $        (.02)
                                                =============     =============

Weighted average number of common shares
     outstanding -    basic and diluted            19,331,456        12,756,541
                                                =============     =============

                                       4
<PAGE>



                                 PEREGRINE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
<TABLE>

                                                              March 31,       March 31,
                                                                2002            2001
                                                            -------------    -----------
<S>                                                         <C>              <C>

Cash flows from operating activities:
     Net loss                                                $  (703,393)    $ (209,044)
                                                             -----------     ----------
     Adjustments to reconcile net loss to net cash
       used in operating activities:
       Depreciation and amortization                              30,117         23,992
       Stock issued for services                                                  8,000
       Stock and options issued for interest expense                             60,000
       Amortization of deferred compensation                     518,750
     Changes in assets and liabilities, net of business
      acquisitions:
           Accounts receivable                                   (11,544)         1,119
           Inventories                                                 0        (53,216)
           Accounts payable                                       47,330         93,730
           Accrued expenses                                       10,335           (373)
                                                             -----------     -----------

Total adjustments                                                594,988        109,260
                                                             -----------     ----------

Net cash used in operating activities                           (108,405)       (99,784)
                                                             -----------     ----------

Cash flows from investing activities:
     Purchases of furniture, fixtures and equipment                    0              0
     Deposit                                                           0              0
                                                             -----------     ----------

Net cash used in investing activities                                  0              0
                                                             -----------     ----------

Cash flows from financing activities:
     Payments on notes payable, related parties                 (114,746)             0
     Proceeds from notes payable, other                           91,434         82,000
     Net payments on line of credit, related party               (12,324)             0
Net advances on lines of credit, others                            4,329              0
     Advances to stockholder                                           0         (4,100)
     Net proceeds from issuance of common stock                  130,000              0
                                                             -----------     ----------

Net cash provided by financing activities                         98,693         77,900
                                                             -----------     ----------

Net increase in cash                                              (9,712)       (21,884)
Cash, beginning of year                                           30,311         23,714
                                                             -----------     ----------

Cash, end of year                                            $    20,599     $    1,830
                                                             ===========     ==========

</TABLE>

                                       5

<PAGE>

                                 PEREGRINE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
Basis of presentation:

     The  unaudited  consolidated  financial  statements  of  Peregrine  Control
     Technologies,  Inc. (the  "Company")  have been prepared in accordance with
     accounting  principles  generally  accepted in the United States of America
     for interim financial information. These financial statements are condensed
     and  do  not  include  all  disclosures   required  for  annual   financial
     statements.  The  organization  and  business  of the  Company,  accounting
     policies followed by the Company and other information are contained in the
     notes to the Company's audited  consolidated  financial statements filed as
     part of the Company's December 31, 2001 Form 10-KSB.

     Inthe  opinion of the  Company's  management,  these  financial  statements
     reflect all adjustments, including normal recurring adjustments, considered
     necessary to present fairly the Company's condensed  consolidated financial
     position  at March  31,  2002 and the  condensed  consolidated  results  of
     operations  and cash flows for the three  month  periods  ended,  March 31,
     2002.

2.   Related party transactions:

     Directors' fees:

     InOctober  2001,  the Company  issued an aggregate of 850,000 shares of the
     Company's common stock to its outside directors for their services.  At the
     date of  commitment,  the  total  compensation  cost was  calculated  to be
     $850,000,  which  is to  be  recognized  over  the  one-year  term  of  the
     agreement.  Additionally,  each director is entitled to receive  options to
     purchase  36,000  shares  of the  Company's  common  stock for each year of
     service provided.

     Employment agreements:

     InSeptember   2001,  in  connection   with  the   acquisition  of  Vacation
     Communication,  Inc. the Company entered into three  employment  agreements
     with the two sellers and another  employee.  One of the sellers  became the
     Company's chief information officer and a director.  The agreement with the
     Company's chief information  officer and a director calls for annual salary
     of $25,000 through  February 2005. The agreements with the other seller and
     employee call for annual salaries of $25,000 and $27,000,  respectively. In
     addition, the agreements provide for  covenants-not-to-compete for a period
     of one year following separation from the Company.


                                       6
<PAGE>

                                PEREGRINE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

2.   Related party transactions (continued):

     Employment agreements (continued):

     InDecember 2001, the Company entered into an employment  agreement with its
     president / chief executive officer.  The agreement calls for annual salary
     of $150,000 and granted options to purchase 450,000 shares of the Company's
     common stock at $1.00 per share,  which was the  estimated  market value at
     the date of  commitment.  Additionally,  under the  agreement to Company is
     obligated  to  repay  an  outstanding   loan  of  the  president   totaling
     approximately   $34,000.   In  addition,   the  agreement  provides  for  a
     covenant-not-to-compete  for a period of one year following separation from
     the Company.

     InDecember  2001, the Company entered into an employment  agreement with an
     individual  to be its chief  financial  officer.  The  agreement  calls for
     annual salary of $120,000 and granted options to purchase 400,000 shares of
     the  Company's  common  stock at $1.00 per share,  which was the  estimated
     market value at the date of commitment. In addition, the agreement provides
     for a covenant-not-to-compete for a period of one year following separation
     from the Company.  Subsequent  to year end the  individual  and the Company
     terminated  their  agreement.  Management  does not  believe  there are any
     amounts owing to the individual under the agreement at December 31, 2001.

     InDecember 2001, the Company entered into an employment  agreement with its
     chief technical  officer.  The agreement calls for annual salary of $90,000
     and granted  options to purchase  150,000  shares of the  Company's  common
     stock at $1.00 per share,  which was the estimated market value at the date
     of   commitment.    In   addition,    the   agreement    provides   for   a
     covenant-not-to-compete  for a period of one year following separation from
     the Company.

     InDecember 2001, the Company entered into an employment  agreement with its
     vice  president of  marketing.  The  agreement  calls for annual  salary of
     $75,000 and granted  options to purchase  150,000  shares of the  Company's
     common stock at $1.00 per share,  which was the  estimated  market value at
     the  date  of  commitment.  In  addition,  the  agreement  provides  for  a
     covenant-not-to-compete  for a period of one year following separation from
     the Company.

3.   Stock transactions:

     InJanuary  2002, the Company  received  $10,000 and issued 10,000 shares of
     its Class A common stock at $1.00 per share, which was equal to the closing
     market price on the agreement date.

     InFebruary  2002, the Company  received $20,000 and issued 20,000 shares of
     its Class A common stock at $1.00 per share, which was equal to the closing
     market price on the agreement date.

     InMarch 2002,  the Company  received  $100,000 and issued 100,000 shares of
     its Class A common stock at $1.00 per share, which was equal to the closing
     market price on the agreement date.


                                       7

<PAGE>

                                 PEREGRINE, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


4.   Commitments and contingencies:

     Leases:

     The  Company  leases  office and  warehouse  space  under a  month-to-month
     operating  lease.  Rent expense  incurred for the years ended  December 31,
     2001 and 2000 was approximately $26,960 and $18,600, respectively.

     Loan guarantee:

     A  stockholder  / family  member has a $50,000  line of credit with a bank.
     Borrowings under the line of credit bear interest the bank's prime rate (5%
     at December 31, 2001);  interest due monthly. The line of credit matures in
     June 2002 and is guaranteed by the Company. The outstanding balance on this
     line of credit at December 31, 2001 was $49,267.

5.   Major customers and business segments:

     During the three  months ended March 31, 2002,  the  Company's  one largest
     customers  accounted for  approximately 44% of sales, all from the carrying
     case  business.  During the three  months  ended March 31,  2001,  the same
     customer  accounted for  approximately  62% of sales, all from the carrying
     case business.

                                       8


<PAGE>

Item 2. Management Discussion and Analysis or Plan of Operation

Forward-Looking Statements

Discussions  and information in this document,  which are not historical  facts,
should be considered forward-looking  statements. With regard to forward-looking
statements,  including  those  regarding the potential  revenues from  increased
sales,  and the business  prospects  or any other  aspect of  Peregrine  Control
Technologies,   Inc.,  actual  results  and  business   performance  may  differ
materially from that projected or estimated in such forward-looking  statements.
Peregrine Control Technologies,  Inc. has attempted to identify in this document
certain of the  factors  that it  currently  believes  may cause  actual  future
experience and results to differ from its current expectations.  Differences may
be caused  by a variety  of  factors,  including  but not  limited  to,  adverse
economic conditions,  entry of new and stronger competitors,  inadequate capital
and the inability to obtain funding from third parties.

The  following  information  should be read in  conjunction  with the  unaudited
condensed  consolidated  financial statements included herein which are prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.


The Three Months  Ended March 31, 2002  Compared to the Three Months Ended March
31, 2002

Net sales for the  three-month  period  ended March 31, 2002 were  $116,510,  an
increase of 99,980 or 604.8% from the  $16,530 for the  corresponding  period of
the prior  year.  This  increase  consits of an  increase  of $29,754 or 180% in
product sales and the addition of $70,226 in airtime sales.  There were no sales
of airtime in the prior period.

Cost of goods sold  increased  by  $51,944  or 261.9% to  $71,780  for the three
months  ended March 31, 2002 from  $19,836 for the  corresponding  period of the
prior year.  This increase  reflected an increase of $10,827 or 54.6% in product
sale and the addition of $41,117 in costs of airtime sales. Gross profit margins
as  equipment  sales  were  33.75% for the three  months  ended  March 31,  2002
compared to a negative 20% for the corresponding  period of the prior year. This
increase in margin resulted from the Company being able to purchase in volume at
reduced rates during the quarterly period ended March 31, 2002. The gross margin
on airtime sold was 41.45%.

Selling,  general and  administrative  expenses for the three-months ended March
31,  2002  increased  by  $607,230 or 457% to  $740,068  from  $132,838  for the
three-month  period  March  31,  2001.  The  increase  is  primarily  due to the
amortization  of deferred  compensation  which  totaled  $518,750  for the three
months  ended  March  31,  2002.   Without  the  amortization  of  the  deferred
compensation  costs,  selling  general  and  administrative  epenses  would have
increased  by $88,480 or 66.6%  principally  because of  increased  staffing and
increased professional fees.

Interest  expense  decreased  by $64,845 or 88.9% to $8,055 for the three months
ended March 31, 2002 from 72,900 for the corresponding period of the prior year.
This  decrease  resulted  from reduced  borrowings as a portion of the Company's
debt was converted into common stock.

The net loss from continuing  operations for the three-month  period ended March
31, 2002 was  $703,393  compared to $209,044  for the  three-month  period ended
March 31, 2001. The increase in net operating loss is  attributable to increased
selling,  general and  administrative  expense,  principally the amortization of
deferred  compensation  costs which was partially  offset by higher gross profit
and reduced interest expense.

                                       9


<PAGE>

Liquidity and Capital Resources

The  Company's  financial  statements  for the three months ended March 31, 2002
have been prepared on a going concern basis,  which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business.  For the three months ended March 31, 2002, the Company  reported a
net loss of $703,393 and has a stockholders'  deficit of $510,219.  In addition,
the Company  had cash of $20,599 but a current account deficit of $808,250. This
compares  with cash of $30,311  and a current  deficit of  $783,724 at March 31,
2001. The Independent  Auditors' Report on the Company's financial statements as
of and for  the  year  ended  December  31,  2001  included  a  "going  concern"
explanatory  paragraph which means that the auditors expressed substantial doubt
about the Company's ability to continue as a going concern.

During the first quarter of 2002, besides using receipts from normal operations,
the Company was able to meet its financial  obligations by borrowing monies from
non-related  parties of $95,783  and by issuing  stock for  $130,000  to satisfy
accounts payable and for services.

As indicated in the Company's most recent financial statements available herein,
the Company  continues to be cash flow negative from operations.  We are hopeful
that a pending private placement of our shares, together with the improved sales
and lower costs will put us into a positive  cash flow position by third quarter
2002. However,  there can be no assurances that the Company's ongoing operations
will begin to generate a positive  cash flow or that  unforeseen  events may not
require more working capital than the Company currently has at its disposal.  If
unable to close on the Louisiana clinics as planned, the Company intends to fund
its capital  requirements  either by debt or equity  funding.  If the Company is
unable  to  consummate  any of  these  sales  or  borrowings,  it  will  realize
significant adverse impacts on its operations.

For the three  months ended March 31,  2002,  the Company  used  $108,405 in its
operating activities, or slightly higher than the $99, 784 used in its operating
activities  for the three months ended March 31, 2001.  This  increase  resulted
because of net changes in the current accounts.

The Company  has no cash flows from  investing  activities  for either the three
months ended March 31, 2002 or March 31, 2001.

For the three  months  ended  March 31,  2002,  the  Company had cash flows from
financing activities totalling $98,693 compared to $77,900 for the corresponding
period  of the  prior  year.  During  the  current period the Company  had a net
repayment  of loans of $31,307  and  received  proceeds  from the sale of shares
totalling  $130,000.  All of the  proceeds  for the prior  period  were from the
issuance of promissory notes.


                                       10

<PAGE>

                           PART II - OTHER INFORMATION



Item 1   Legal proceedings

         None.

Item 2   Changes in securities and use of proceeds

         None.

Item 3   Defaults upon senior securities

         None

Item 4   Submission of matters to a vote of securities holders

On       April 29,  2002,  the  Company  elected  new  directors,  ratified  its
         selection of verifying  accountants  and voted to charge the  corporate
         name.

Item 5   Other information

         None

Item 6   Exhibits and Reports

A Form 8-K dated February 1, 2002 reporting the acquisition of Peregrine Control
Technologies, Inc.



                                   SIGNATURES



     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                                     Peregrine, Inc.



Date: June 5, 2002                                   By: /s/ Steven Jacobson
                                                     ---------------------------
                                                     Steven Jacobson
                                                     Chief Executive Officer

Date: June 5, 2002                                   By:/s/ Myron Anduri
                                                      --------------------------
                                                     Myron Anduri
                                                     Chief Financial Officer

                                       11