PRPI Perpetual Inds Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

[ x ] Form 10-K

[    ] Form 20-F

[    ] Form 11-K

[    ] Form 10-Q

[    ] Form 10-D

[    ] Form N-SAR

[    ] Form N-CSR

For Period Ended: July 31, 2014

[    ] Transition Report on Form 10-K

[    ] Transition Report on Form 20-F

[    ] Transition Report on Form 11-K

[    ] Transition Report on Form 10-Q

[    ] Transition Report on Form N-SAR

For the Transition Period Ended: ____________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N.A.

PART I — REGISTRANT INFORMATION

Perpetual Industries Inc.

Full Name of Registrant

N.A.

Former Name if Applicable

#110, 5-8720 Macleod Trail South

Address of Principal Executive Office (Street and Number)

Calgary, Alberta, Canada T2H 0M4

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company’s auditor was not able to issue an audit opinion on the Company’s July 31, 2014 financial statements by the prescribed due date of October 29, 2014 due to lack of auditor independence arising from the Company’s inability to make final payment of the previous year’s audit fees (See Exhibit A).

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PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

      Yes [ x ] No [    ]

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

      Yes [    ] No [ x ]

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Perpetual Industries Inc.

 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT A

100 S Ashley Drive, Suite 1650

Tampa, FL 33602

October 29, 2014

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: Notification of Late Filing for Perpetual Industries Inc.’s July 31, 2014 Form 10-K

To Whom It May Concern:

Warren Averett, LLC was not able to issue an audit opinion on the July 31, 2014 financial statements of Perpetual Industries Inc. by the due date of October 29, 2014 due to lack of independence from the Company’s inability to make final payment of the previous year’s audit fee.

Sincerely,

/s/Warren Averett, LLC

Tampa, Florida

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