UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January
31, 2016
OR
[_] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to
_________
Commission file number: 000-55423
GRAND PERFECTA, INC.
(Exact name of Registrant as Specified in its Charter)
Nevada |
46-1779352 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
21st Floor, South Tower, New Pier
Takeshiba
1-16-1, Kaigan, Minato-ku, Tokyo, Japan
(Address of Principal Executive Offices including Zip Code)
+81-3-3436-4577
(Registrant's Telephone Number, Including Area Code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 12 months (or for such shorter period that the registrant was required to file reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES o
NO x
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer ¨
(Do not check if a smaller reporting company) |
Smaller reporting company x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨
NO x
As of March 16, 2016, 30,100,000 shares of the issuer's common
stock, par value of $0.001 per share, were outstanding.
GRAND PERFECTA, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION |
3 |
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ITEM 1 - FINANCIAL STATEMENTS |
3 |
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
17 |
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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
21 |
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ITEM 4 - CONTROLS AND PROCEDURES |
21 |
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PART II - OTHER INFORMATION |
23 |
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ITEM 5 – OTHER INFORMATION |
23 |
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ITEM 6 – EXHIBITS |
23 |
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SIGNATURES |
24 |
PART I — FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
Consolidated Balance Sheets at January 31, 2016 (Unaudited) and
July 31, 2015
Consolidated Statements of Operations (Unaudited) — Three
and Six Months Ended January 31, 2016 and 2015
Consolidated Statements of Comprehensive Income (Unaudited) —
Three and Six Months Ended January 31, 2016 and 2015
Consolidated Statements of Cash Flows (Unaudited) — Six Months
Ended January 31, 2016 and 2015
Notes to Consolidated Financial Statements (Unaudited)
GRAND PERFECTA, INC.
CONSOLIDATED BALANCE SHEETS
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
Assets | |
| | | |
| | |
| |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
$ | 57,057 | | |
$ | 75,778 | |
Accounts receivable, net | |
| 1,361,211 | | |
| 612,553 | |
Due from related parties | |
| – | | |
| 487,852 | |
Current portion of notes receivable | |
| 1,665,102 | | |
| 1,537,869 | |
Deferred tax assets, current portion | |
| 310,506 | | |
| 303,024 | |
Prepaid expenses and other current assets | |
| 458,157 | | |
| 360,825 | |
Total current assets | |
| 3,852,033 | | |
| 3,377,901 | |
| |
| | | |
| | |
Property and equipment, net | |
| 309,664 | | |
| 273,263 | |
| |
| | | |
| | |
Other assets | |
| | | |
| | |
Long-term notes receivables, net of current portion | |
| 553,467 | | |
| 547,372 | |
Long-term portion due from related parties, net of current portion | |
| – | | |
| 1,471,932 | |
Deferred tax assets, long-term portion | |
| 227,915 | | |
| 222,423 | |
Goodwill | |
| 6,408,764 | | |
| 6,257,112 | |
Other intangible assets, net | |
| 140,660 | | |
| – | |
Other assets | |
| 595,116 | | |
| 552,402 | |
Total other assets | |
| 7,925,922 | | |
| 9,051,241 | |
Total assets | |
$ | 12,087,619 | | |
$ | 12,702,405 | |
| |
| | | |
| | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 2,393,882 | | |
$ | 1,402,227 | |
Deferred revenues | |
| 1,170,415 | | |
| 1,245,945 | |
Current portion of notes payable | |
| 3,304,582 | | |
| 3,489,541 | |
Notes payable to related parties | |
| 1,081,747 | | |
| 993,918 | |
Convertible note payable | |
| 1,660,000 | | |
| 1,620,000 | |
Taxes payable | |
| 122,258 | | |
| 612,102 | |
Total current liabilities | |
| 9,732,884 | | |
| 9,363,733 | |
Long-term portion of notes payable, net of current portion | |
| 1,784,500 | | |
| 1,174,500 | |
Total liabilities | |
| 11,517,384 | | |
| 10,538,233 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' equity | |
| | | |
| | |
Preferred stock, $0.001 par value, 100,000,000 shares
authorized, 100,000 shares issued and outstanding as of January 31, 2016 (unaudited) and July 31, 2015 | |
| 100 | | |
| 100 | |
Common stock, $0.001 par value, 500,000,000 shares authorized, 29,100,000 and 30,500,000 shares issued and outstanding as of January 31, 2016 (unaudited) and July 31, 2015, respectively | |
| 29,100 | | |
| 30,500 | |
Additional paid-in capital | |
| 3,926,434 | | |
| 4,121,034 | |
Common stock issuable | |
| 120,000 | | |
| – | |
Accumulated other comprehensive income | |
| 508,505 | | |
| 439,265 | |
Accumulated deficit | |
| (4,238,078 | ) | |
| (2,645,873 | ) |
Total GPI stockholders' equity | |
| 346,061 | | |
| 1,945,026 | |
Noncontrolling interest | |
| 224,174 | | |
| 219,146 | |
Total stockholders' equity | |
| 570,235 | | |
| 2,164,172 | |
Total liabilities and stockholders' equity | |
$ | 12,087,619 | | |
$ | 12,702,405 | |
See accompanying notes to consolidated financial statements
GRAND PERFECTA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| |
For the Three Months Ended | | |
For the Six Months Ended | |
| |
January 31, | | |
January 31, | | |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | | |
2016 | | |
2015 | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| |
| | |
| | |
| | |
| |
Net sales | |
$ | 3,671,863 | | |
$ | 4,908,922 | | |
$ | 7,248,175 | | |
$ | 9,512,086 | |
Total revenues | |
| 3,671,863 | | |
| 4,908,922 | | |
| 7,248,175 | | |
| 9,512,086 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Cost of sales | |
| 1,280,896 | | |
| 1,197,191 | | |
| 2,371,682 | | |
| 2,463,120 | |
Depreciation and amortization expense | |
| 18,695 | | |
| 27,064 | | |
| 38,565 | | |
| 56,645 | |
Advertising | |
| 45,512 | | |
| 152,706 | | |
| 98,145 | | |
| 453,844 | |
Rent expense | |
| 212,706 | | |
| 199,521 | | |
| 422,813 | | |
| 416,658 | |
Salaries and wages | |
| 1,238,098 | | |
| 1,373,603 | | |
| 2,484,031 | | |
| 2,760,283 | |
Other general and administrative expenses | |
| 1,117,763 | | |
| 985,895 | | |
| 2,121,513 | | |
| 1,995,278 | |
Total operating expenses | |
| 3,913,670 | | |
| 3,935,980 | | |
| 7,536,749 | | |
| 8,145,828 | |
| |
| | | |
| | | |
| | | |
| | |
Income (loss) from operations | |
| (241,807 | ) | |
| 972,942 | | |
| (288,574 | ) | |
| 1,366,258 | |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Loss on settlement of note receivable | |
| (1,312,276 | ) | |
| – | | |
| (1,312,276 | ) | |
| – | |
Other income | |
| 10,664 | | |
| 21,846 | | |
| 13,131 | | |
| 40,080 | |
Gain on exchange | |
| 5,992 | | |
| 10,513 | | |
| 7,078 | | |
| 24,590 | |
Interest income | |
| 4,456 | | |
| 3,292 | | |
| 7,248 | | |
| 7,022 | |
Interest expense | |
| (150,669 | ) | |
| (206,782 | ) | |
| (298,771 | ) | |
| (456,387 | ) |
Total other income (expense) | |
| (1,441,833 | ) | |
| (171,131 | ) | |
| (1,583,590 | ) | |
| (384,695 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) before provision for income taxes | |
| (1,683,640 | ) | |
| 801,811 | | |
| (1,872,164 | ) | |
| 981,563 | |
Provision for (benefit from) income taxes | |
| (185,682 | ) | |
| 400,906 | | |
| (279,944 | ) | |
| 490,782 | |
Net income (loss) | |
| (1,497,958 | ) | |
| 400,905 | | |
| (1,592,220 | ) | |
| 490,781 | |
Less: net loss attributable to noncontrolling interest | |
| (15 | ) | |
| – | | |
| (15 | ) | |
| – | |
Net income (loss) attributable to GPI | |
$ | (1,497,943 | ) | |
$ | 400,905 | | |
$ | (1,592,205 | ) | |
$ | 490,781 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) per share, basic and diluted | |
$ | (0.05 | ) | |
$ | 0.01 | | |
$ | (0.05 | ) | |
$ | 0.02 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding, basic and
diluted | |
| 29,130,435 | | |
| 30,500,000 | | |
| 29,815,217 | | |
| 30,500,000 | |
See accompanying notes to consolidated financial statements
GRAND PERFECTA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)
| |
For the Three Months Ended | | |
For the Six Months Ended | |
| |
January 31, | | |
January 31, | | |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | | |
2016 | | |
2015 | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| |
| | |
| | |
| | |
| |
Net income (loss) | |
$ | (1,497,958 | ) | |
$ | 400,905 | | |
$ | (1,592,220 | ) | |
$ | 490,781 | |
Other comprehensive income (loss), net of tax: | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustments | |
| 16,418 | | |
| (21,463 | ) | |
| 69,240 | | |
| (158,682 | ) |
Total other comprehensive income (loss), net of tax | |
| 16,418 | | |
| (21,463 | ) | |
| 69,240 | | |
| (158,682 | ) |
Comprehensive income (loss) | |
| (1,481,540 | ) | |
| 379,442 | | |
| (1,522,980 | ) | |
| 332,099 | |
Comprehensive income (loss) attributable to noncontrolling interest | |
| (31 | ) | |
| (18,974 | ) | |
| 5,013 | | |
| (35,237 | ) |
Comprehensive income (loss) attributable to GPI stockholders | |
$ | (1,481,571 | ) | |
$ | 360,468 | | |
$ | (1,517,967 | ) | |
$ | 296,862 | |
See accompanying
notes to consolidated financial statements
GRAND PERFECTA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| |
For the Six Months Ended | |
| |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
(Unaudited) | |
Cash flows from operating activities | |
| | | |
| | |
Net income (loss) | |
$ | (1,592,220 | ) | |
$ | 490,781 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 38,565 | | |
| 56,645 | |
Loss on settlement of note receivable | |
| 1,312,276 | | |
| – | |
Gain on bargain purchase of subsidiary | |
| (10,830 | ) | |
| – | |
Share-based compensation | |
| 3,956 | | |
| – | |
| |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (711,335 | ) | |
| (533,577 | ) |
Prepaid expenses and other current assets | |
| 34,781 | | |
| (15,995 | ) |
Other assets | |
| (29,104 | ) | |
| (5,002 | ) |
Accounts payable and accrued expenses | |
| 902,591 | | |
| (830,696 | ) |
Deferred revenue | |
| (106,294 | ) | |
| 55,282 | |
Taxes payable | |
| (504,958 | ) | |
| 336,949 | |
| |
| | | |
| | |
Net cash used in operating activities | |
| (662,572 | ) | |
| (445,613 | ) |
| |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | |
Purchase of property and equipment | |
| (65,971 | ) | |
| (10,800 | ) |
Proceeds from related party loans, net | |
| 563,185 | | |
| 380,903 | |
Proceeds from collection of notes receivables | |
| 178,288 | | |
| 111,800 | |
Acquisition of subsidiaries, net of cash acquired | |
| (96,983 | ) | |
| – | |
Payments for notes receivable lending | |
| (260,129 | ) | |
| (188,836 | ) |
Net cash provided by investing activities | |
| 318,390 | | |
| 293,067 | |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Proceeds from notes payable | |
| 830,436 | | |
| – | |
Payments on note payable | |
| (507,761 | ) | |
| (1,473,232 | ) |
| |
| | | |
| | |
Net cash provided by (used in) financing activities | |
| 322,675 | | |
| (1,473,232 | ) |
| |
| | | |
| | |
Effect of exchange rate fluctuations on cash | |
| 2,786 | | |
| (155,255 | ) |
| |
| | | |
| | |
Net change in cash | |
| (18,721 | ) | |
| (1,781,033 | ) |
Cash, beginning of the period | |
| 75,778 | | |
| 1,882,272 | |
Cash, end of the period | |
$ | 57,057 | | |
$ | 101,239 | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information: | |
| | | |
| | |
Interest paid | |
$ | 290,263 | | |
$ | 456,387 | |
Income taxes paid | |
$ | 225,014 | | |
$ | 153,833 | |
| |
| | | |
| | |
Supplemental disclosure of non-cash investing and financing information: | |
| | | |
| | |
Settlement of related party note receivable through exchange of stock | |
$ | (1,508,276 | ) | |
$ | – | |
Decrease in common stock, par value, from settlement of related party note receivable | |
$ | (1,400 | ) | |
$ | – | |
Decrease in additional paid-in capital from settlement of related party note receivable | |
$ | (194,600 | ) | |
$ | – | |
See accompanying notes to consolidated financial statements
GRAND PERFECTA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Organization
Grand Perfecta, Inc. (“Grand Perfecta”) was incorporated
in the State of Nevada on March 25, 2002, as STI Holdings, Inc. (“STI”). On May 12, 2012, the Company completed an
Agreement and Plan of Reorganization whereby it acquired 100% of the issued and outstanding shares of Link Bit Consulting Co, Ltd.
(“LinkBit” or the “Company”), a Japanese corporation, for 25,000,000 common shares in a transaction accounted
for as a recapitalization of LinkBit. Effective March 29, 2013, STI amended its Articles of Incorporation to change its name to
Grand Perfecta, Inc. On May 27, 2013, the Company issued 272,668 shares in exchange for 100% of the issued and outstanding shares
of Umajin Hong Kong Ltd. (“Umajin HK”), a Hong Kong corporation that maintains an office in Hong Kong. In August 2015,
Grand Perfecta formed Sports Perfecta, Inc. (“Sports Perfecta”), as a California subsidiary to pursue development of
a fantasy sports offering to horse racing fans. The operations of Grand Perfecta, LinkBit, Umajin HK, and Sports Perfecta are collectively
referred to as the “Company.”
On December 16, 2015, LinkBit acquired 100% of the outstanding
shares of Basougu Shokuninkai Co., Ltd. (“Basougu”), a Japanese corporation (See Note 7). On January 7, 2016,
Sports Perfecta acquired 100% of the outstanding stock of Just Mobile Sdn. Bhd. (“Just Mobile”), a Malaysian
company (see Note 7). On January 20, 2016, Just Mobile changed its name to Sports Perfecta Technologies Sbn
Bhd (“SPT”). The operations of Just Mobile are referred to as SPT after the acquisition date of January 7,
2016.
Nature of Business
The Company is engaged in the business of transmitting and providing
horse racing information via various types of media, including multiple websites owned and operated by the wholly owned subsidiaries
of LinkBit, Umajin HK and Sports Perfecta.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements of
the Company as of January 31, 2016, and for the three and six months ended January 31, 2016 and 2015, have been prepared in accordance
with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information
and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information
includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the
operating results and cash flows for such periods. Operating results for the interim period ended January 31, 2016 are not necessarily
indicative of the results that may be expected for the entire year.
Certain information and footnote disclosure normally included in
financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States Securities and Exchange
Commission ("SEC"). These unaudited financial statements should be read in conjunction with our audited financial statements
and accompanying notes for the years ended July 31, 2015 and 2014 included in the Company's Form 10-K filed on November 13, 2015.
Principals of Consolidation
The accompanying condensed consolidated financial statements include
the accounts of Grand Perfecta and its wholly-owned subsidiaries LinkBit, Umajin HK, and Sports Perfecta. All intercompany balances
and transactions have been eliminated in consolidation. The Company has determined that two affiliated entities, Space Cultivation
Mobile and Japan Horse Circle, which LinkBit conducts business with are variable interest entities and that the Company is the
primary beneficiary of each entity. As a result, the Company has consolidated the accounts of these variable interest entities
into the accompanying consolidated financial statements. As the Company does not have any ownership interest in these variable
interest entities, the Company has allocated the contributed capital in these variable interest entities as a component of noncontrolling
interest. All intercompany balances and transactions have been eliminated in consolidation.
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified
in these consolidated financial statements to conform to current period classifications.
Liquidity and Capital Resources
As of January 31, 2016, we had cash of $57,057 and a working capital
deficit of $5,880,851 as compared to cash of $75,778 and a working capital deficit of $5,985,832 as at July 31, 2015. The decrease
in cash as of January 31, 2016 was primarily the result of cash used in operations and to pay down outstanding notes payable during
the period, offset by an increase in cash due to collection of notes receivable and amounts due from related parties, as well as
additional note payable borrowing.
We continue to have a significant working capital deficit that adversely
affects our business by limiting the resources we have available to pursue the promotion of our information services and develop
new service opportunities for potential customers. Historically we have relied on extensions of note payment due dates and new
debt financing to repay note obligations as they came due in order to continue operations. Going forward we will continue to use
extensions and new debt financing to address note obligations that come due, endeavor to gradually reduce obligations with cash
flow provided by operations, and pursue over the next 12 months equity financing that we can apply to debt reduction and business
development. Nevertheless, the shortage of working capital adversely affects our ability to develop, sponsor, or participate in
activities that promote our information services to prospective customers and to develop new content, because a substantial portion
of cash flow goes to reduce debt rather than to advance operating activities. There is no assurance that our plans for addressing
our working capital shortages will be successful, and our failure to be reasonably successful should be expected to result in a
significant contraction of our operations and potentially a failure of the business.
Use of Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reported periods. Amounts could materially change in the future.
Foreign Exchange
The Company’s primary operations are conducted in Japan and
performed by its wholly owned subsidiaries LinkBit and Umajin HK. The Company also conducts operations through Sports Perfecta,
and its Malaysian subsidiary SPT. LinkBit’s functional currency is the Japanese Yen and Umajin HK’s functional currency
is the Hong Kong Dollar. SPT’s functional currency is the Malaysian Ringgit.
The financial statements of each entity are prepared using the applicable
functional currencies, and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into
USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue
and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency
translation adjustments in accumulated other comprehensive income in the Company’s stockholders’ equity.
The following rates were used to translate the accounts of LinkBit,
Umajin HK and SPT into USD at the following balance sheet dates.
| |
Balance Sheet Dates | |
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | | |
| | |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0081 | |
Hong Kong Dollars to USD | |
| 0.1285 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2413 | | |
| NA | |
The following rates were used to translate
the accounts of LinkBit, Umajin HK and SPT into USD for the following operating periods.
| |
For the Six Months Ended | |
| |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | |
| |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0090 | |
Hong Kong Dollars to USD | |
| 0.1289 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2347 | | |
| NA | |
Cash and Cash Equivalents
The Company considers all highly liquid holdings with maturities
of three months or less at the time of purchase to be cash equivalents. The Company had no cash equivalents as of January 31, 2016
(unaudited) or July 31, 2015.
Accounts Receivable
Accounts receivable are carried at net realizable value, representing
the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines
the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer's financial
condition and credit history, as well as current economic conditions. Accounts receivable are written off when deemed uncollectible.
Recoveries of accounts receivable previously written off are recorded when received. The Company had no allowance for doubtful
accounts as of January 31, 2016 (unaudited) and July 31, 2015.
Property and Equipment
Property and equipment are recorded at historical cost and depreciated
on a straight-line basis over their estimated useful lives once the individual assets are placed in service. Estimated useful lives
for the assets are as follows.
Buildings and fixtures |
|
8 - 43 years |
Autos and trucks |
|
2 - 6 years |
Tools and equipment |
|
4 - 10 years |
Computer software |
|
5 years |
Goodwill
The Company’s goodwill represents the excess of purchase price
over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill
is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. As required
by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-20, the
Company conducted an analysis of the goodwill on its single reporting unit using the Company. As of July 31, 2015, the assessment
for impairment found that there is no impairment of goodwill. The Company has no accumulated impairment losses on goodwill.
Long-Lived Assets
In accordance with ASC 360-10, the Company evaluates long-lived
assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When
such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related
asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based
on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows,
of those assets and is recorded in the period in which the determination is made. There was no impairment of assets identified
during the year ended July 31, 2015 or during the six months ended January 31, 2016 (unaudited).
Fair Value of Financial Instruments
Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset
or liability.
GAAP provides for a three-level hierarchy of
inputs to valuation techniques used to measure fair value, defined as follows:
• |
Level 1 — Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. |
• |
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: |
|
– |
Quoted prices for similar assets or liabilities in active markets |
|
– |
Quoted prices for identical or similar assets or liabilities in markets that are not active |
|
– |
Inputs other than quoted prices that are observable for the asset or liability |
|
– |
Inputs that are derived principally from or corroborated by observable market data by correlation or other means |
• |
Level 3 — Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). |
The Company has determined that the book value of its outstanding
financial instruments as of January 31, 2016 (unaudited) and July 31, 2015 approximates the fair value.
Concentration of Credit Risk
Financial instruments that potentially expose the Company to
concentration of credit risk include cash, accounts receivable, notes receivable, and amounts due from related parties. The
Company maintains its cash in banks located in Japan and Hong Kong in financial institutions with high credit ratings.
Substantially all of the Company’s revenues are generated from customers in Japan. The Company conducts periodic
reviews of the financial condition and payment practices of its customers and note receivable holders. The Company has not
experienced significant losses relating to these concentrations in the past, other than the $1,312,276 loss on settlement of
note receivable that was recorded during the six months ended January 31, 2016 (See Note 4).
Revenue Recognition
The Company’s revenue consists primarily of sales of comprehensive
horse racing information through multiple websites focusing on all aspects of the horse racing industry in Japan. Publication of
horse racing digital magazines, providing support for print publications, and participating in other public events and media programs
related to the horse racing industry do not generate significant revenue directly. These activities are undertaken for the purpose
of increasing the number of horse racing fans and driving potential customers to our websites so as to hopefully eventually convert
them to paying customers.
The Company recognizes revenue on arrangements in accordance with
ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement
exists, the service is performed and collectability of the resulting receivable is reasonably assured. The majority of the Company’s
revenue is generated by per-item sales. For all users, payment is received at the time of purchase. The Company recognizes revenue
for per-item sales when the requested information is supplied to the user. For information packages that span a period of time,
the Company recognizes revenue over the term of each package. Revenues are presented net of refunds, credits and known and estimated
credit card chargebacks. The Company reports revenue net of any required taxes collected from customers and remitted to government
authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. Rights
to content purchased by customers in advance of the content being provided are recorded as deferred revenue.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740,
Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities
and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Basic and Diluted Earnings Per Share
In accordance with ASC 260, Earnings Per Share, the basic income
per common share is computed by dividing the net income available to common stockholders by the weighted average common shares
outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if diluted
potential common stock had been converted to common stock. No dilutive potential common shares were included in the computation
of diluted net income per share because their impact was anti-dilutive. During the six months ended January 31, 2016 and 2015,
the Company had total options of 3,000,000, which were excluded from the computation of net income per share because they are anti-dilutive.
During the six months ended January 31, 2016 and 2015, the Company had convertible notes convertible into 1,472,727 shares of common
stock, which were excluded from the computation because they are anti-dilutive. As a result, the basic and diluted earnings per
share were the same for each of the periods presented.
Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (“ASU”)
2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes
a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point
in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition,
ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to
provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer
that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting
periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is
in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements.
3. PROPERTY AND EQUIPMENT,
NET
The Company’s property and equipment consisted of the following.
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | | |
| | |
Buildings and fixtures | |
$ | 268,598 | | |
$ | 262,126 | |
Autos and trucks | |
| 301,785 | | |
| 294,513 | |
Tools and equipment | |
| 453,108 | | |
| 427,469 | |
Computer software | |
| 1,315,917 | | |
| 1,284,209 | |
Construction in progress | |
| 51,875 | | |
| – | |
Horses | |
| 24,070 | | |
| 24,454 | |
| |
| | | |
| | |
| |
| 2,415,353 | | |
| 2,292,771 | |
| |
| | | |
| | |
Less: accumulated depreciation | |
| (2,105,689 | ) | |
| (2,019,508 | ) |
| |
| | | |
| | |
| |
$ | 309,664 | | |
$ | 273,263 | |
Depreciation expense amounted to $16,448 and $27,064 for the three
months ended January 31, 2016 and 2015, respectively. Depreciation amounted to $36,318 and $56,645 for the six months ended January
31, 2016 and 2015, respectively.
4. DUE FROM RELATED PARTIES
The total amounts due from related parties amounted to $0 (unaudited)
and $1,959,784 as of January 31, 2016 and July 31, 2015, respectively, which represented borrowings made to Umajin Co., Ltd. (“Umajin
Japan”), a related party entity owned by one of the directors of the Company. Effective October 30, 2015, the Company entered
into a Receivables Transfer Agreement with Europlus International (“EI”), in which the Company transferred $499,898
(JPY 60,228,650) of outstanding receivables due from Umajin Japan to EI in exchange for an account receivable of $494,899 (JPY
59,626,363) to be paid in three quarterly installments starting on January 31, 2016 and finishing on July 31, 2016.
Effective November 2, 2015, the Company entered into a Note Payable
and Satisfaction Agreement (the “Satisfaction Agreement”) with Umajin Japan in order to settle the remaining receivable
balance outstanding. The Company was the holder of a promissory note made by Umajin Japan in the principal amount of JPY 181,720,000
($1,508,276 as of November 2, 2015). The promissory note was secured by 1,400,000 shares of the Company’s common stock, which
were owned by Umajin Japan. Pursuant to the Satisfaction Agreement, Umajin Japan agreed to sell its shares of common stock to the
Company, and the Company has agreed to release Umajin Japan from any further obligation due under the promissory note. The
fair value of the common stock sold to the Company amounted to $196,000. The difference between the fair value of the common stock
and the outstanding balance of the note receivable amounted to $1,312,276, which was recorded as loss from settlement of note receivable
in the accompanying consolidated statement of operations for the three and six months ended January 31, 2016.
5. NOTES RECEIVABLE
The Company’s outstanding notes receivable consist of unsecured
advances, including interest ranging from 0% to 8% per annum, payable in full on dates extending through 2039. As of January 31,
2016 and July 31, 2015, the Company had total outstanding notes receivable of $2,218,569 (unaudited) and $2,085,241, respectively.
The portion of these outstanding notes receivables that were either due on demand or had scheduled due dates within one year amounted
to $1,665,102 (unaudited) and $1,537,869 as of January 31, 2016 and July 31, 2015, respectively.
The future scheduled maturities of outstanding notes receivables
as of January 31, 2016 based on contractual due dates are as follows.
| |
Year Ended | |
| |
July 31, | |
| |
| | |
2016 (remainder of) | |
$ | 1,665,102 | |
2017 | |
| – | |
2018 | |
| – | |
2019 | |
| 7,330 | |
2020 | |
| 15,426 | |
Thereafter | |
| 530,711 | |
Total | |
$ | 2,218,569 | |
6. GOODWILL
The Company has recorded goodwill relating to the purchase of Media
21, Inc. in 2011, as well as the acquisition of Umajin HK on May 27, 2013. The following is a summary of the activity relating
to goodwill for the six months ended January 31, 2016 (unaudited):
Balance as of July 31, 2015 | |
$ | 6,257,112 | |
Foreign currency translation adjustment | |
| 151,652 | |
Balance as of January 31, 2016 (unaudited) | |
$ | 6,408,764 | |
7. ACQUISITIONS
On January 7, 2016, Sports Perfecta entered into a Share Purchase
Agreement to acquire 100% of the outstanding shares of Just Mobile. The total aggregate purchase price for the outstanding shares
of Just Mobile amounted to $200,000, of which $120,000 was paid on the closing date and the remaining $80,000 is due three months
after the date of the agreement on April 7, 2016. The amount due to the sellers of Just Mobile is recorded as a component of accounts
payable and accrued expenses in the accompanying consolidated balance sheet at January 31, 2016.
Assets acquired and liabilities assumed were recorded at their estimated
fair values as of the acquisition date. The fair values of identifiable intangible assets were based on valuations using the income
approach.
The purchase price was allocated as follows as of the acquisition
date:
Cash | |
$ | 38,908 | |
Accounts receivable | |
| 20,960 | |
Other current assets | |
| 6,751 | |
Intangible assets | |
| 134,476 | |
Current liabilities | |
| (1,095 | ) |
| |
$ | 200,000 | |
Intangible assets acquired represent developed technology which
has an estimated useful life of 4 years. Amortization expense for intangible assets for the three and six months ended January
31, 2016 amounted to $2,247. Estimated future amortization of intangible assets as of January 31, 2016 is as follows.
| |
Year Ended | |
| |
July 31, | |
| |
| | |
2016 (remainder of) | |
$ | 17,876 | |
2017 | |
| 35,753 | |
2018 | |
| 35,753 | |
2019 | |
| 35,753 | |
2020 | |
| 15,525 | |
Total | |
$ | 140,660 | |
On December 16, 2015, the Company entered into a purchase agreement
to acquire 100% of the outstanding shares of Basougu. The total purchase price for the outstanding shares of Basougu amounted to
2 million Japanese Yen ($16,400 on the purchase date). The fair value of the net assets acquired from Basougu amounted to $27,100
as of the acquisition date. As the fair value of the net assets was greater than the purchase price, the Company recorded a gain
on the acquisition of Basougu of $10,700, which is reflected as a component of other income on the accompanying statements of operations
for the three and six months ended January 31, 2016. There was no goodwill or other intangible assets acquired in connection with
the purchase of Basougu.
8. NOTES PAYABLE
A summary of the Company’s outstanding notes payable is as
follows:
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | | |
| | |
Unsecured notes payable originally issued on September 30, 2009 and November 30, 2010, due in full on November 30, 2015, bearing interest at 3.5% per annum due monthly. | |
$ | – | | |
$ | 39,658 | |
Unsecured note payable issued on March 26, 2012, due on demand, bearing interest at 1% per annum due monthly. | |
| 830,000 | | |
| 810,000 | |
Unsecured note payable issued on January 30, 2013, due on demand, bearing interest at 1% per annum due monthly. | |
| 415,000 | | |
| 405,000 | |
Unsecured note payable issued on July 23, 2013, due on July 5, 2016, bearing interest at 1.2% per annum due monthly. | |
| 71,380 | | |
| 136,728 | |
Unsecured note payable issued on December 20, 2011, due on October 31, 2015, bearing interest at 15% per annum due monthly. | |
| 1,577,000 | | |
| 1,539,000 | |
Unsecured note payable issued on June 28, 2013, due on October 31, 2015, bearing interest at 15% per annum due monthly. | |
| 166,000 | | |
| 162,000 | |
Unsecured note payable issued on January 20, 2011, due on June 30, 2017, bearing interest at 12% per annum due monthly. | |
| 705,500 | | |
| 931,500 | |
Unsecured note payable issued on December 18, 2015, due on February 29, 2019, bearing interest at 12% per annum due monthly. | |
| 830,000 | | |
| – | |
Unsecured note payable resulting from the Company co-signing for debt of a vendor in 2010. The
note is due on demand, bearing interest at 18% per annum due monthly. | |
| 207,500 | | |
| 348,300 | |
Unsecured note payable issued on July 20, 2011, due on July 20, 2018, bearing interest at 12% per annum due monthly. | |
| 249,000 | | |
| 243,000 | |
Unsecured notes payable, non-interest bearing, due on demand | |
| 37,702 | | |
| 48,855 | |
Total notes payable | |
| 5,089,082 | | |
| 4,664,041 | |
Less: current portion of notes payable | |
| 3,304,582 | | |
| 3,489,541 | |
Long-term portion of notes payable | |
$ | 1,784,500 | | |
$ | 1,174,500 | |
Substantially all of the above outstanding notes payable are personally
guaranteed by the Company’s Chief Executive Officer.
Future scheduled maturities of long-term debt are as follows:
| |
Year Ended | |
| |
July 31, | |
| |
| | |
2016 (remainder of) | |
$ | 3,304,582 | |
2017 | |
| 705,500 | |
2018 | |
| 249,000 | |
2019 | |
| 830,000 | |
Total | |
$ | 5,089,082 | |
9. NOTES PAYABLE TO
RELATED PARTIES
As of January 31, 2016, the Company had an outstanding note payable
balance due to its Chairman and CEO amounting to $910,559 and an outstanding note payable balance due to its President amounting
to $171,188. The note payable balances are non-interest bearing and are due on demand.
10. CONVERTIBLE NOTE PAYABLE
On March 5, 2015, the Company entered into a convertible note agreement
for total principal borrowings of JPY 200,000,000 ($1,660,000 (unaudited) at January 31, 2016 and $1,620,000 at July 31, 2015).
The amounts are due on March 5, 2016 and bear interest at a rate of 1% per annum. At the option of the debt holder, beginning 40
days after the issuance of the note, the debt holder may convert the outstanding balance of the note into shares of the Company’s
common stock at a conversion rate equal to one share per JPY130.90 or $1.10 of outstanding principal and accrued interest.
The conversion feature associated with the convertible note payable
created a derivative liability as of April 14, 2015, the date in which the note became convertible. The Company valued the derivative
as of each subsequent reporting period using the Black-Scholes pricing model. The value at each of these dates amounted to $0.
The assumptions used in the Black-Scholes model during the three months ended January 31, 2016 were as follows.
| |
Six Months Ended |
| |
January 31, |
| |
2016 |
| |
|
Expected life in years | |
0.09 |
Stock price volatility | |
41.1% |
Risk-free interest rate | |
0.22% |
Expected dividends | |
None |
Forfeiture rate | |
NA |
11. STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue up to 100,000,000 shares of preferred
stock with a par value of $0.001, with 100,000 shares designated as Series A Preferred Stock. The Series A Preferred Stock receive
a 10 to 1 voting preference over common stock. Accordingly, for every share of Series A Preferred Stock held, the holder receives
the voting rights equal to 10 shares of common stock. As such, the holders of the Series A Preferred Stock have the equivalent
voting capability of 1,000,000 shares of common stock. The Series A Preferred Stock also has a $0.05 per share liquidation preference
over common stock, and can be redeemed by the Company at any time, upon thirty days’ notice, for $0.05 per share.
The Company had 100,000 shares of Series A Preferred Stock issued
and outstanding as of January 31, 2016 and July 31, 2015.
Common Stock Issuable
Effective January 25, 2016, the Company entered into a consulting
agreement with an investor relations firm for a term of six months. Per the terms of the agreement, as compensation for the services
to be provided, the Company is to issue 1,000,000 shares of its common stock within 14 days of the date of the agreement, which
were fully vested on the date of the agreement. The Company issued the shares in connection with the agreement in February 2016.
The total value of the shares as of the agreement date amounted to $120,000, which has been reflected as common stock issuable
in the accompanying consolidated balance sheet as of January 31, 2016. The total value has been recorded as a component of prepaid
expenses and other current assets in the accompanying consolidated balance sheet and is being amortized over the life of the agreement.
12. RELATED PARTY TRANSACTIONS
As of January 31, 2016 (unaudited) and July 31, 2015, the Company
had $0 and $1,959,784, respectively, of notes receivable due from related parties (see Note 4).
As of January 31, 2016, the Company had an outstanding note payable
balance due to its Chairman and CEO amounting to $910,559 and an outstanding note payable balance due to its President amounting
to $171,188 (see Note 9).
Concurrently with the Satisfaction Agreement (see Note 4), the Company
and Umajin Japan, a related party company owned by one of its directors, modified the service agreement between them effective
November 1, 2015, to set the monthly fee payable by the Company to Umajin Japan for providing horserace information at 16 million
Yen per month (inclusive of consumption tax), and to set the monthly fee payable for providing a horseracing related email magazine
and web page content at 7 million Yen per month (inclusive of consumption tax).
The fee paid to Umajin Japan for the three months ended January
31, 2016 and 2015 amounted to $526,460 and $325,000, respectively. The fee paid to Umajin Japan for the six months ended January
31, 2016 and 2015 amounted to $830,000 and $650,000, respectively. The fees paid to Umajin Japan are included in cost of sales
in the accompanying consolidated statements of operations.
13. SUBSEQUENT EVENTS
On February 5, 2016, the Company entered into a Money
Loan Agreement with Fuji Kigyo, Ltd. (“Fuji Kigyo”) pursuant to which Fuji Kigyo agreed to lend the Company $100
million Yen (approximately $860,000). The loan accrues interest at 12% per annum and is due monthly. Principal is repaid in
23 monthly installments of 3 million Yen beginning in February 2017, and a final installment of 31 million Yen in January 2019.
On February 8, 2016, the Company issued 1,000,000 shares of common
stock in connection with a consulting agreement (see Note 11).
In February 2016, the Company made a payment of 30 million Yen (approximately
$249,000) on the outstanding principal of the convertible note payable (see Note 10), and the holder has agreed to extend the maturity
date for an additional 6 months. The revised maturity date is September 5, 2016.
ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and
results of operations should be read in conjunction with the audited July 31, 2015, Consolidated Financial Statements and notes
thereto, along with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our
annual report on Form 10-K for the year ended July 31, 2015, previously filed with the Securities and Exchange Commission.
This document contains statements that are, or may be deemed to
be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other
than statements of historical fact, which address activities, actions, goals, prospects, or new developments that we expect or
anticipate will or may occur in the future, including such things as expansion and growth of our operations and other such matters
are forward-looking statements. Any one or a combination of factors could materially affect our operations and financial condition.
These factors include competitive pressures, success or failure of marketing programs, changes in pricing and availability of services
and products offered to customers, availability of capital, and conditions in the capital markets. Forward-looking statements made
by us are based on knowledge of our business and the environment in which we operate as of the date of this report. Because of
the factors discussed in our most recent report on Form 10-K and factors disclosed in subsequent reports filed with the Securities
and Exchange Commission, actual results may differ from those in the forward-looking statements.
As used in this "Management's Discussion and Analysis of Financial
Condition and Results of Operation," except where the context otherwise requires, the term "we," "us,"
or "our" refers to the business of Grand Perfecta, Inc., and its wholly owned subsidiaries, LinkBit Consulting Co, Ltd.
(“LinkBit”), Umajin Hong Kong Ltd. (“Umajin HK”), and Sports Perfecta, Inc. (“Sports Perfecta”).
Organization
In May 2012 Grand Perfecta completed an Agreement and Plan of Reorganization
whereby it acquired 100% of the issued and outstanding shares of LinkBit for 25,000,000 common shares in a transaction accounted
for as a recapitalization of LinkBit. In May 2013 the Company issued 272,668 shares in exchange for 100% of the issued and outstanding
shares of Umajin HK.
Nature of Business
The Company is engaged in the business of transmitting and providing
horse racing information via various types of media, including the various websites owned and operated by the wholly owned subsidiaries
of LinkBit and Umajin HK.
Critical Accounting Policies
Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States, which require that we make certain assumptions and estimates that affect the
reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and
expenses during each reporting period. On an ongoing basis, management evaluates its estimates, including those related to
collection of receivables, impairment of goodwill, contingencies, litigation and income taxes. Management bases its estimates
and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual
results under circumstances and conditions different than those assumed could result in material differences from the estimated
amounts in the financial statements.
For a summary of our critical accounting policies, refer to Note
2 of our unaudited consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.
Results of Operations for the Three Months Ended January 31,
2016 and 2015
The following are the results of our operations for the three months
ended January 31, 2016 as compared to the three months ended January 31, 2015:
| |
For the Three Months Ended | | |
| |
| |
January 31, | | |
January 31, | | |
| |
| |
2016 | | |
2015 | | |
$ Change | |
| |
| | |
| | |
| |
| |
| | |
| | |
| |
Net sales | |
$ | 3,671,863 | | |
$ | 4,908,922 | | |
$ | (1,237,059 | ) |
Total revenue | |
| 3,671,863 | | |
| 4,908,922 | | |
| (1,237,059 | ) |
| |
| | | |
| | | |
| | |
Operating Expenses: | |
| | | |
| | | |
| | |
Cost of sales | |
| 1,280,896 | | |
| 1,197,191 | | |
| 83,705 | |
Depreciation and amortization expense | |
| 18,695 | | |
| 27,064 | | |
| (8,369 | ) |
Advertising | |
| 45,512 | | |
| 152,706 | | |
| (107,194 | ) |
Rent expense | |
| 212,706 | | |
| 199,521 | | |
| 13,185 | |
Salaries and wages | |
| 1,238,098 | | |
| 1,373,603 | | |
| (135,505 | ) |
Other general and administrative expenses | |
| 1,117,763 | | |
| 985,895 | | |
| 131,868 | |
Total operating expenses | |
| 3,913,670 | | |
| 3,935,980 | | |
| (22,310 | ) |
| |
| | | |
| | | |
| | |
Income (loss) from operations | |
| (241,807 | ) | |
| 972,942 | | |
| (1,214,749 | ) |
| |
| | | |
| | | |
| | |
Other Income (Expense): | |
| | | |
| | | |
| | |
Loss on settlement of note receivable | |
| (1,312,276 | ) | |
| – | | |
| (1,312,276 | ) |
Other income (loss) | |
| 10,664 | | |
| 21,846 | | |
| (11,182 | ) |
Gain (loss) on exchange | |
| 5,992 | | |
| 10,513 | | |
| (4,521 | ) |
Interest income | |
| 4,456 | | |
| 3,292 | | |
| 1,164 | |
Interest expense | |
| (150,669 | ) | |
| (206,782 | ) | |
| 56,113 | |
Total other income (expense) | |
| (1,441,833 | ) | |
| (171,131 | ) | |
| (1,270,702 | ) |
| |
| | | |
| | | |
| | |
Net income (loss) before provision for income taxes | |
| (1,683,640 | ) | |
| 801,811 | | |
| (2,485,451 | ) |
Provision for (benefit from) income taxes | |
| (185,682 | ) | |
| 400,906 | | |
| (586,588 | ) |
Net income (loss) | |
| (1,497,958 | ) | |
| 400,905 | | |
| (1,898,863 | ) |
Less: net loss attributable to noncontrolling interest | |
| (15 | ) | |
| – | | |
| (15 | ) |
Net income (loss) attributable to GPI | |
$ | (1,497,943 | ) | |
$ | 400,905 | | |
$ | (1,898,848 | ) |
Net Sales
Our net sales consist primarily of information and other content
relating to the horse racing industry in Japan sold to customers through our websites. Overall, our net sales decreased during
the three months ended January 31, 2016 as compared to the same period in 2015 due to a decrease in sales of five services, or
brands, during the three months ended January 31, 2016 as compared to the same period last year. We have been focusing on creating
a new digital media to coincide with the reduced popularity of traditional paper media and advertising. We believe this will take
time to penetrate our customer base and bring revenue growth.
Operating Expenses
Total operating expenses for the three months ended
January 31, 2016 were $3,913,670 which represented an decrease of $22,310 as compared to the same period in 2015. Our
operating expenses decreased due to a decrease in advertising costs resulting from a reduction in print advertising, as well
as a decrease in salary expenses. These decreases were partially offset by an increase in other general and administrative
expenses for professional fees incurred with our public filings.
Other Income/ (Expenses)
Total other expense for the three months ended January
31, 2016 amounted to $1,441,833, which increased by $1,270,702 as compared to the same period in 2015. The increase in
other expenses is primarily due to a loss on the settlement of a note receivable of $1,312,276 from Umajin Japan, a related
party entity owned by one of our directors. The increase in other expenses was partially offset by a decrease in interest
expense of $56,113 due to a reduction of the outstanding notes payable as compared to the prior year.
Results of Operations for the Six Months Ended January 31,
2016 and 2015
The following are the results of our operations for the six months
ended January 31, 2016 as compared to the six months ended January 31, 2015:
| |
For the Six Months Ended | | |
| |
| |
January 31, | | |
January 31, | | |
| |
| |
2016 | | |
2015 | | |
$ Change | |
| |
| | |
| | |
| |
| |
| | |
| | |
| |
Net sales | |
$ | 7,248,175 | | |
$ | 9,512,086 | | |
$ | (2,263,911 | ) |
Total revenue | |
| 7,248,175 | | |
| 9,512,086 | | |
| (2,263,911 | ) |
| |
| | | |
| | | |
| | |
Operating Expenses: | |
| | | |
| | | |
| | |
Cost of sales | |
| 2,371,682 | | |
| 2,463,120 | | |
| (91,438 | ) |
Depreciation and amortization expense | |
| 38,565 | | |
| 56,645 | | |
| (18,080 | ) |
Advertising | |
| 98,145 | | |
| 453,844 | | |
| (355,699 | ) |
Rent expense | |
| 422,813 | | |
| 416,658 | | |
| 6,155 | |
Salaries and wages | |
| 2,484,031 | | |
| 2,760,283 | | |
| (276,252 | ) |
Other general and administrative expenses | |
| 2,121,513 | | |
| 1,995,278 | | |
| 126,235 | |
Total operating expenses | |
| 7,536,749 | | |
| 8,145,828 | | |
| (609,079 | ) |
| |
| | | |
| | | |
| | |
Income (loss) from operations | |
| (288,574 | ) | |
| 1,366,258 | | |
| (1,654,832 | ) |
| |
| | | |
| | | |
| | |
Other Income (Expense): | |
| | | |
| | | |
| | |
Loss on settlement of note receivable | |
| (1,312,276 | ) | |
| – | | |
| (1,312,276 | ) |
Other income (loss) | |
| 13,131 | | |
| 40,080 | | |
| (26,949 | ) |
Gain (loss) on exchange | |
| 7,078 | | |
| 24,590 | | |
| (17,512 | ) |
Interest income | |
| 7,248 | | |
| 7,022 | | |
| 226 | |
Interest expense | |
| (298,771 | ) | |
| (456,387 | ) | |
| 157,616 | |
Total other income (expense) | |
| (1,583,590 | ) | |
| (384,695 | ) | |
| (1,198,895 | ) |
| |
| | | |
| | | |
| | |
Net income (loss) before provision for income taxes | |
| (1,872,164 | ) | |
| 981,563 | | |
| (2,853,727 | ) |
Provision for (benefit from) income taxes | |
| (279,944 | ) | |
| 490,782 | | |
| (770,726 | ) |
Net income (loss) | |
| (1,592,220 | ) | |
| 490,781 | | |
| (2,083,001 | ) |
Less: net loss attributable to noncontrolling interest | |
| (15 | ) | |
| – | | |
| (15 | ) |
Net income (loss) attributable to GPI | |
$ | (1,592,205 | ) | |
$ | 490,781 | | |
$ | (2,082,986 | ) |
Net Sales
Our net sales consist primarily of information and other content
relating to the horse racing industry in Japan sold to customers through our websites. Overall, our net sales decreased during
the six months ended January 31, 2016 as compared to the same period in 2015 in part due to a decline in the average exchange rate
in effect during these periods between the Japanese Yen and the U.S. Dollar of approximately 7%. The decrease in our net sales
relating to the decline in the exchange rate for the six months ended January 31, 2016, as compared to the same period in 2015
amounted to approximately $700,000. Net sales also decreased in part due to a decrease in sales of five services, or brands, during
the three months ended January 31, 2016 as compared to the same period last year. We have been focusing on creating a new digital
media to coincide with the reduced popularity of traditional paper media and advertising. We believe this will take time to penetrate
our customer base and bring revenue growth.
Operating Expenses
Total operating expenses for the six months ended January 31,
2016 were $7,536,749, which represented an decrease of $609,079 as compared to the same period in 2015. Our operating
expenses decreased partially due to a decline in the average exchange rate in effect during these periods between the
Japanese Yen and the U.S. Dollar of approximately 7%. In addition, our operating expenses also decreased due to a decrease in
advertising costs resulting from a reduction in print advertising due to lower than expected response rates. These decreases
were partially offset by an increase to other general and administrative expenses for professional fees incurred in
connection with our public filings.
Other Income/ (Expenses)
Total other expense for the six months ended January 31, 2016
amounted to $1,583,590, which increased by $1,198,895 as compared to the same period in 2015. The increase in other expenses
is primarily due to a loss on the settlement of a note receivable of $1,312,276 from Umajin Japan, a related party entity
owned by one of our directors. The increase in other expenses was partially offset by a decrease in interest expense
of $157,616 due to a reduction of the outstanding notes payable as compared to the prior year.
Liquidity and Capital Resources
As of January 31, 2016, we had cash of $57,057 and a working capital
deficit of $5,880,851 as compared to cash of $75,778 and a working capital deficit of $5,985,832 as at July 31, 2015. The decrease
in cash as of January 31, 2016 was primarily the result of cash used in operations and to pay down outstanding notes payable during
the period, offset by an increase in cash due to collection of notes receivable and amounts due from related parties, as well as
additional note payable borrowing.
We continue to have a significant working capital deficit that adversely
affects our business by limiting the resources we have available to pursue the promotion of our information services and develop
new service opportunities for potential customers. Historically we have relied on extensions of note payment due dates and new
debt financing to repay note obligations as they came due in order to continue operations. Going forward we will continue to use
extensions and new debt financing to address note obligations that come due, endeavor to gradually reduce obligations with cash
flow provided by operations, and pursue over the next 12 months equity financing that we can apply to debt reduction and business
development. Nevertheless, the shortage of working capital adversely affects our ability to develop, sponsor, or participate in
activities that promote our information services to prospective customers and to develop new content, because a substantial portion
of cash flow goes to reduce debt rather than to advance operating activities. There is no assurance that our plans for addressing
our working capital shortages will be successful, and our failure to be reasonably successful should be expected to result in a
significant contraction of our operations and potentially a failure of the business.
The following is a summary of our cash flows from operating, investing
and financing activities for the six months ended January 31, 2016 and 2015.
| |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | |
Cash flows used in operating activities | |
$ | (662,572 | ) | |
$ | (445,613 | ) |
Cash flows provided by investing activities | |
$ | 318,390 | | |
$ | 293,067 | |
Cash flows provided by (used in) financing activities | |
$ | 322,675 | | |
$ | (1,473,232 | ) |
Net cash flows used in operating activities for the six months ended
January 31, 2016 amounted to $662,572, compared to cash flows used in operating activities of $445,613 for the six months ended
January 31, 2015. Net cash flows used in operating activities for the six months ended January 31, 2016 were higher primarily due
to a net loss of $1,592,220, offset by non-cash expenses of $1,354,797. During the six months ended January 31, 2015, we had a
net income of $490,781.
Net cash provided by investing activities amounted to $318,390 for
the six months ended January 31, 2016, compared to net cash provided by investing activities of $293,067 for the six months ended
January 31, 2015. During the six months ended January 31, 2016, our cash provided by investing activities was primarily due to
collections of note receivables and amounts outstanding from related parties totaling $741,473, offset by payments for note receivable
lending of $260,129, net cash used for the acquisition of subsidiaries of $96,983, and purchases of property and equipment of $65,971.
During the six months ended January 31, 2015, our cash provided by investing activities was lower primarily due to lower collections
of note receivables and amounts outstanding from related parties during the period.
Net cash provided by financing activities for the six months ended
January 31, 2016 amounted to $322,675, compared to cash used in financing activities of $1,473,232 for the six months ended January
31, 2015. The cash provided from financing activities for the six months ended January 31, 2016 was due to proceeds from additional
notes payable borrowing of $830,436, offset by payments on outstanding notes payable of $507,761. During the six months ended January
31, 2015, we made payments on outstanding notes payable of $1,473,232 and we had no additional borrowing during the period.
Description of Indebtedness
The following is a summary of our outstanding notes payable as of
January 31, 2016 and July 31, 2015.
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | | |
| | |
Unsecured notes payable originally issued on September 30, 2009 and November 30, 2010, due in full on November 30, 2015, bearing interest at 3.5% per annum due monthly. | |
$ | – | | |
$ | 39,658 | |
Unsecured note payable issued on March 26, 2012, due on demand, bearing interest at 1% per annum due monthly. | |
| 830,000 | | |
| 810,000 | |
Unsecured note payable issued on January 30, 2013, due on demand, bearing interest at 1% per annum due monthly. | |
| 415,000 | | |
| 405,000 | |
Unsecured note payable issued on July 23, 2013, due on July 5, 2016, bearing interest at 1.2% per annum due monthly. | |
| 71,380 | | |
| 136,728 | |
Unsecured note payable issued on December 20, 2011, due on October 31, 2015, bearing interest at 15% per annum due monthly. | |
| 1,577,000 | | |
| 1,539,000 | |
Unsecured note payable issued on June 28, 2013, due on October 31, 2015, bearing interest at 15% per annum due monthly. | |
| 166,000 | | |
| 162,000 | |
Unsecured note payable issued on January 20, 2011, due on June 30, 2017, bearing interest at 12% per annum due monthly. | |
| 705,500 | | |
| 931,500 | |
Unsecured note payable issued on December 18, 2015, due on February 29, 2019, bearing interest at 12% per annum due monthly. | |
| 830,000 | | |
| – | |
Unsecured note payable resulting from the Company co-signing for debt of a vendor in 2010. The
note is due on demand, bearing interest at 18% per annum due monthly. | |
| 207,500 | | |
| 348,300 | |
Unsecured note payable issued on July 20, 2011, due on July 20, 2018, bearing interest at 12% per annum due monthly. | |
| 249,000 | | |
| 243,000 | |
Unsecured notes payable, non-interest bearing, due on demand | |
| 37,702 | | |
| 48,855 | |
Total notes payable | |
| 5,089,082 | | |
| 4,664,041 | |
Less: current portion of notes payable | |
| 3,304,582 | | |
| 3,489,541 | |
Long-term portion of notes payable | |
$ | 1,784,500 | | |
$ | 1,174,500 | |
Of the $5,089,082 of total debt outstanding as of January 31, 2016,
$3,304,582 is either due on demand or will become due during the year ended July 31, 2016, $705,500 will become due during the
year ended July 31, 2017, $249,000 will become due during the year ended July 31, 2018, and $830,000 is due during the year ended
July 31, 2019.
As of January 31, 2016, we also had an outstanding note payable
balance due to our Chairman and CEO amounting to $910,559 and an outstanding note payable balance due to our President amounting
to $171,188. The note payable balances are non-interest bearing and are due on demand.
On March 5, 2015, we entered into a convertible note agreement for
total principal borrowings of $1,660,000 outstanding as of January 31, 2016. The amounts are due on March 5, 2016, and bear interest
at a rate of 1% per annum. At the option of the debt holder, beginning 40 days after the issuance of the note, the debt holder
may convert the outstanding balance of the note into shares of the Company’s common stock at a conversion rate equal to one
share per $1.10 of outstanding principal and accrued interest. Subsequent to January 31, 2016, the note holder has agreed to extend
the due date for six months. The new maturity date of the convertible note is September 5, 2016.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not applicable.
ITEM 4 - CONTROLS AND PROCEDURES
This Report includes the certifications of our Chief Executive Officer
and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See
Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.
Internal Control over Financial Reporting
A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements
will not be prevented or detected. Management previously determined that the Company has a material weakness because of its lack
of personnel on staff with significant understanding of GAAP and practical experience in the use and application of GAAP resulted
in prior periods in failures to recognize, record, and otherwise account for financial events and relationships in accordance with
GAAP. The Company proposes to remediate the material weakness by pursuing a search effort to recruit and employ the accounting
personnel that have the knowledge, experience, and training in GAAP that will improve the Company’s ability to avoid GAAP
errors in recording and accounting for its financial transactions, so the material weakness was not remediated as of January 31,
2016.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that
such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer,
to allow timely decisions regarding required disclosures.
In connection with the preparation of this Report, the Company’s
management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, reassessed
the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation our Chief Executive
Officer and Chief Financial Officer have concluded that, as a result of the identification of a material weakness in internal control
over financial reporting described above, which we view as an integral part of our disclosure controls and procedures, our disclosure
controls and procedures were not effective as of January 31, 2016. Nevertheless, based on a number of factors, including the management’s
internal review of our processes and procedures, assistance of consultants on financial controls and reporting processes, and the
performance of additional procedures by management designed to ensure the reliability of our financial reporting, we believe that
the consolidated financial statements in this Report fairly present, in all material respects, our financial position, results
of operations and cash flows as of the dates, and for the periods, presented.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2016 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 2 – UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 8, 2016, the Company issued 1,000,000 shares of restricted
common stock with a value of $120,000 to LP Funding, LLC, (DBA LPF Communications) as payment for services under a consulting agreement
for public and investor relations services. The shares were issued to the consultant in reliance on the exemption set forth in
Section 4(a)(2) of the Securities Act of 1933, and on the basis of its representation that it is an “accredited investor”
as defined in Rule 501 of Regulation D.
ITEM 5 – OTHER INFORMATION
On February 5, 2016, Link Bit Consulting Co., Ltd., the wholly-owned subsidiary of Grand Perfecta, Inc. (together
with Link Bit Consulting Co., Ltd., “Grand Perfecta” or the “Company”) entered into a Money Loan Agreement
with Fuji Kigyo Co., Ltd. (“Fuji Kigyo”), pursuant to which Fuji Kigyo agreed to lend to the Company JPY 100,000,000
(approximately US$860,000). Under the terms of the Money Loan Agreement, interest accrues on the unpaid principal at the rate of
12% per annum and is payable monthly. Principal is repaid in 23 equal monthly installments of JPY 3,000,000 beginning the last
day of February 2017, and a final installment of JPY 31,000,000 at the end of January 2019. This borrowing is in addition to the
JPY 100,000,000 loan made by Fuji Kigyo to the Company pursuant to the Money Loan Agreement dated December 18, 2015.
On March 14, 2016, the board of directors of the Company adopted
resolutions decreasing the monthly compensation payable to our Chief Executive Officer and Chief Operations Officer, effective
the next payment date on March 25, 2016.
Monthly compensation for Shuya Watanabe, our Chief Executive Officer
will decrease from 7,500,000 Japanese Yen to 5,000,000 Japanese Yen.
Monthly compensation for Takashi Ozawa, our President and Chief
Operations Officer will decrease from 6,500,000 Japanese Yen to 5,000,000 Japanese Yen.
ITEM 6 – EXHIBITS
The following exhibits are filed as part of this Report:
Exhibit No. |
|
Description |
|
|
|
10.1 |
|
Note Payable and Satisfaction Agreement with an
effective date of November 2, 2015 * |
|
|
|
10.2 |
|
Service Agreement with an effective date of
November 1, 2015 * |
|
|
|
10.3 |
|
Money Loan Agreement between Fuji Kigyo Co., Ltd., and Link Bit Consulting Co., Ltd., dated December 18, 2015 |
|
|
|
31.1 |
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 |
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 |
|
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
|
XBRL Instance Document |
101.SCH |
|
XBRL Taxonomy Extension Schema |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase |
* These documents
were filed as exhibits to the quarterly report on Form 10-Q for the period ended October 31, 2015, filed with the Securities
and Exchange Commission on December 15, 2015, and are incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
GRAND PERFECTA, INC. |
|
|
|
|
|
|
|
|
|
March 16, 2016 |
By: |
/s/ Shuya Watanabe |
|
|
|
Shuya Watanabe |
|
|
|
Chief Executive Officer,
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
March 16, 2016 |
By: |
/s/ Masashi Takegaki |
|
|
|
Masashi Takegaki |
|
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
Exhibit 10.3
Money Loan Agreement
This money loan agreement has been made and entered into by the
Lender Fuji Kigyo Co., Ltd. and the borrower, Link Bit Consulting Co., Ltd., as follows.
Article 1 (Borrowing
and Lending term)
On December 18, 2015 the lender lent the amount JPY100, 000,000
to the borrower by transferring it to the account specified by the borrower, and the borrower admitted the entry.
Article 2 (Interest)
The interest rate is 12% per annum for the principal and shall be
paid by every month-end according to the lender‘s instruction.
Article 3 (Repayment)
The borrower shall pay back the principal by installment for 20
times (5,000,000yen per month) starting from the end of July 2017 to the end of February 2019, after completing the principal repayment
in accordance with "Agreement of the loan agreement change." dated April 13.2015.
Article 4
(acceleration clause)
If any of the following items has occurred, the borrower will lose
the benefit of time and may need to repay the principal immediately even without any notification from the lender.
1. If the borrower is filed for compulsory
execution or auction, commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings,
special liquidation proceedings, by other liabilities.
2. If the borrower
is filed for provisional attachment, or filed for attachment, auction, commencement of bankruptcy proceedings, civil rehabilitation
proceedings, corporate reorganization proceedings, special liquidation proceedings, or other similar proceedings by other liabilities.
3.
If the borrower violates any provision of this Agreement.
4.
If the equivalent to the above items occurred that requires debt conservation.
Article 5
(Jurisdiction)
The court that has jurisdiction
over the lender’s domicile shall have exclusive jurisdiction for the resolution of any disputes in connection with this Agreement.
IN WITNESS WHEREOF, both parties hereto have executed this Agreement
in duplicate with their seals, and the lender shall retain the original and the borrower to retain one copy.
Dec.18, 2015
|
Lender |
2-3-34, Mita, Minato-ku Tokyo, Japan |
|
|
Fuji Co., Ltd. |
|
|
Yumiko Noda, Representative Director |
|
|
|
|
Borrower |
1-16-1 Kaigan, Minato-ku, Tokyo, Japan |
|
|
New Pier Takeshiba Southtower 21st floor |
|
|
Link Bit Consulting Co., Ltd. |
|
|
Shuya Watanabe, CEO |
Exhibit 31.1
Certification
I, Shuya Watanabe, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Grand Perfecta,
Inc., for the period ended January 31, 2016;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) of the registrant and
have:
(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the
registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 16, 2016 |
By: |
/s/ Shuya Watanabe |
|
|
|
Shuya Watanabe, Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
Exhibit 31.2
Certification
I, Masashi Takegaki, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Grand Perfecta,
Inc., for the period ended January 31, 2016;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) of the registrant and
have:
(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the
registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 16, 2016 |
By: |
/s/
Masashi Takegaki |
|
|
|
Masashi Takegaki, Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
|
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
In connection
with the Quarterly Report of Grand Perfecta, Inc. (the “Company”) on Form 10-Q for the period ending January 31, 2016,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shuya Watanabe, Principal
Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: March 16, 2016 |
By: |
/s/
Shuya Watanabe |
|
|
|
Shuya Watanabe, Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
In connection
with the Quarterly Report of Grand Perfecta, Inc. (the “Company”) on Form 10-Q for the period ending January 31, 2016,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Masashi Takegaki, Principal
Financial and Accounting Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company.
Date: March 16, 2016 |
By: |
/s/
Masashi Takegaki |
|
|
|
Masashi Takegaki, Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
|
A signed original of this written statement
required by Section 906 has been provided to Grand Perfecta, Inc. and will be retained by Grand Perfecta, Inc. and furnished to
the Securities and Exchange Commission or its staff upon request.
The foregoing certifications are being furnished solely to accompany
the Report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
v3.3.1.900
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Current assets |
|
|
Cash |
$ 57,057
|
$ 75,778
|
Accounts receivable, net |
1,361,211
|
612,553
|
Due from related parties |
0
|
487,852
|
Current portion of notes receivable |
1,665,102
|
1,537,869
|
Deferred tax assets, current portion |
310,506
|
303,024
|
Prepaid expenses and other current assets |
458,157
|
360,825
|
Total current assets |
3,852,033
|
3,377,901
|
Property and equipment, net |
309,664
|
273,263
|
Other assets |
|
|
Long-term notes receivables, net of current portion |
553,467
|
547,372
|
Long-term portion due from related parties, net of current portion |
0
|
1,471,932
|
Deferred tax assets, long-term portion |
227,915
|
222,423
|
Goodwill |
6,408,764
|
6,257,112
|
Other intangible assets, net |
140,660
|
0
|
Other assets |
595,116
|
552,402
|
Total other assets |
7,925,922
|
9,051,241
|
Total assets |
12,087,619
|
12,702,405
|
Current liabilities |
|
|
Accounts payable and accrued expenses |
2,393,882
|
1,402,227
|
Deferred revenues |
1,170,415
|
1,245,945
|
Current portion of notes payable |
3,304,582
|
3,489,541
|
Notes payable to related parties |
1,081,747
|
993,918
|
Convertible note payable |
1,660,000
|
1,620,000
|
Taxes payable |
122,258
|
612,102
|
Total current liabilities |
9,732,884
|
9,363,733
|
Long-term portion of notes payable, net of current portion |
1,784,500
|
1,174,500
|
Total liabilities |
$ 11,517,384
|
$ 10,538,233
|
Commitments and contingencies |
|
|
Stockholders' equity |
|
|
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 100,000 shares issued and outstanding as of January 31, 2016 (unaudited) and July 31, 2015 |
$ 100
|
$ 100
|
Common stock, $0.001 par value, 500,000,000 shares authorized, 29,100,000 and 30,500,000 shares issued and outstanding as of January 31, 2016 (unaudited) and July 31, 2015, respectively |
29,100
|
30,500
|
Additional paid-in capital |
3,926,434
|
4,121,034
|
Common stock issuable |
120,000
|
0
|
Accumulated other comprehensive income |
508,505
|
439,265
|
Accumulated deficit |
(4,238,078)
|
(2,645,873)
|
Total GPI stockholders' equity |
346,061
|
1,945,026
|
Noncontrolling interest |
224,174
|
219,146
|
Total stockholders' equity |
570,235
|
2,164,172
|
Total liabilities and stockholders' equity |
$ 12,087,619
|
$ 12,702,405
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock par value |
$ 0.001
|
$ 0.001
|
Preferred stock shares authorized |
100,000,000
|
100,000,000
|
Preferred stock shares issued |
100,000
|
100,000
|
Preferred stock shares outstanding |
100,000
|
100,000
|
Common stock par value |
$ 0.001
|
$ 0.001
|
Common stock shares authorized |
500,000,000
|
500,000,000
|
Common stock shares issued |
29,100,000
|
30,500,000
|
Common stock shares outstanding |
29,100,000
|
30,500,000
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
Income Statement [Abstract] |
|
|
|
|
Net sales |
$ 3,671,863
|
$ 4,908,922
|
$ 7,248,175
|
$ 9,512,086
|
Total revenues |
3,671,863
|
4,908,922
|
7,248,175
|
9,512,086
|
Operating expenses: |
|
|
|
|
Cost of sales |
1,280,896
|
1,197,191
|
2,371,682
|
2,463,120
|
Depreciation and amortization expense |
18,695
|
27,064
|
38,565
|
56,645
|
Advertising |
45,512
|
152,706
|
98,145
|
453,844
|
Rent expense |
212,706
|
199,521
|
422,813
|
416,658
|
Salaries and wages |
1,238,098
|
1,373,603
|
2,484,031
|
2,760,283
|
Other general and administrative expenses |
1,117,763
|
985,895
|
2,121,513
|
1,995,278
|
Total operating expenses |
3,913,670
|
3,935,980
|
7,536,749
|
8,145,828
|
Income (loss) from operations |
(241,807)
|
972,942
|
(288,574)
|
1,366,258
|
Other income (expense): |
|
|
|
|
Loss on settlement of note receivable |
(1,312,276)
|
0
|
(1,312,276)
|
0
|
Other income |
10,664
|
21,846
|
13,131
|
40,080
|
Gain on exchange |
5,992
|
10,513
|
7,078
|
24,590
|
Interest income |
4,456
|
3,292
|
7,248
|
7,022
|
Interest expense |
(150,669)
|
(206,782)
|
(298,771)
|
(456,387)
|
Total other income (expense) |
(1,441,833)
|
(171,131)
|
(1,583,590)
|
(384,695)
|
Net income (loss) before provision for income taxes |
(1,683,640)
|
801,811
|
(1,872,164)
|
981,563
|
Provision for (benefit from) income taxes |
(185,682)
|
400,906
|
(279,944)
|
490,782
|
Net income (loss) |
(1,497,958)
|
400,905
|
(1,592,220)
|
490,781
|
Less: net loss attributable to noncontrolling interest |
(15)
|
0
|
(15)
|
0
|
Net income (loss) attributable to GPI |
$ (1,497,943)
|
$ 400,905
|
$ (1,592,205)
|
$ 490,781
|
Net income (loss) per share, basic and diluted |
$ (.05)
|
$ 0.01
|
$ (.05)
|
$ 0.02
|
Weighted average number of common shares outstanding, basic and diluted |
29,130,435
|
30,500,000
|
29,815,217
|
30,500,000
|
X |
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v3.3.1.900
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
Statement of Comprehensive Income [Abstract] |
|
|
|
|
Net income (loss) |
$ (1,497,958)
|
$ 400,905
|
$ (1,592,220)
|
$ 490,781
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
Foreign currency translation adjustments |
16,418
|
(21,463)
|
69,240
|
(158,682)
|
Total other comprehensive income (loss), net of tax |
16,418
|
(21,463)
|
69,240
|
(158,682)
|
Comprehensive income (loss) |
(1,481,540)
|
379,442
|
(1,522,980)
|
332,099
|
Comprehensive income (loss) attributable to noncontrolling interest |
(31)
|
(18,974)
|
5,013
|
(35,237)
|
Comprehensive income (loss) attributable to GPI stockholders |
$ (1,481,571)
|
$ 360,468
|
$ (1,517,967)
|
$ 296,862
|
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v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
6 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Cash flows from operating activities |
|
|
Net income (loss) |
$ (1,592,220)
|
$ 490,781
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation and amortization |
38,565
|
56,645
|
Loss on settlement of note receivable |
1,312,276
|
0
|
Gain on bargain purchase of subsidiary |
(10,830)
|
0
|
Share-based compensation |
3,956
|
0
|
Changes in operating assets and liabilities: |
|
|
Accounts receivable |
(711,335)
|
(533,577)
|
Prepaid expenses and other current assets |
34,781
|
(15,995)
|
Other assets |
(29,104)
|
(5,002)
|
Accounts payable and accrued expenses |
902,591
|
(830,696)
|
Deferred revenue |
(106,294)
|
55,282
|
Taxes payable |
(504,958)
|
336,949
|
Net cash used in operating activities |
(662,572)
|
(445,613)
|
Cash flows from investing activities |
|
|
Purchase of property and equipment |
(65,971)
|
(10,800)
|
Proceeds from related party loans, net |
563,185
|
380,903
|
Proceeds from collection of notes receivables |
178,288
|
111,800
|
Acquisition of subsidiaries, net of cash acquired |
(96,983)
|
0
|
Payments for notes receivable lending |
(260,129)
|
(188,836)
|
Net cash provided by investing activities |
318,390
|
293,067
|
Cash flows from financing activities |
|
|
Proceeds from notes payable |
830,436
|
0
|
Payments on note payable |
(507,761)
|
(1,473,232)
|
Net cash provided by (used in) financing activities |
322,675
|
(1,473,232)
|
Effect of exchange rate fluctuations on cash |
2,786
|
(155,255)
|
Net change in cash |
(18,721)
|
(1,781,033)
|
Cash, beginning of the period |
75,778
|
1,882,272
|
Cash, end of the period |
57,057
|
101,239
|
Supplemental disclosure of cash flow information: |
|
|
Interest paid |
23,290,263
|
456,387
|
Income taxes paid |
225,014
|
153,833
|
Supplemental disclosure of non-cash investing and financing information: |
|
|
Settlement of related party note receivable through exchange of stock |
(1,508,276)
|
0
|
Decrease in common stock, par value, from settlement of related party note receivable |
(1,400)
|
0
|
Decrease in additional paid-in capital from settlement of related party note receivable |
$ (194,600)
|
$ 0
|
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v3.3.1.900
1. Description of Business
|
6 Months Ended |
Jan. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
1. Description of Business |
Organization
Grand Perfecta, Inc. (Grand
Perfecta) was incorporated in the State of Nevada on March 25, 2002, as STI Holdings, Inc. (STI). On May
12, 2012, the Company completed an Agreement and Plan of Reorganization whereby it acquired 100% of the issued and outstanding
shares of Link Bit Consulting Co, Ltd. (LinkBit or the Company), a Japanese corporation, for 25,000,000
common shares in a transaction accounted for as a recapitalization of LinkBit. Effective March 29, 2013, STI amended its Articles
of Incorporation to change its name to Grand Perfecta, Inc. On May 27, 2013, the Company issued 272,668 shares in exchange for
100% of the issued and outstanding shares of Umajin Hong Kong Ltd. (Umajin HK), a Hong Kong corporation that maintains
an office in Hong Kong. In August 2015, Grand Perfecta formed Sports Perfecta, Inc. (Sports Perfecta), as a California
subsidiary to pursue development of a fantasy sports offering to horse racing fans. The operations of Grand Perfecta, LinkBit,
Umajin HK, and Sports Perfecta are collectively referred to as the Company.
On December 16, 2015,
LinkBit acquired 100% of the outstanding shares of Basougu Shokuninkai Co., Ltd. (Basougu), a Japanese
corporation (See Note 7). On January 7, 2016, Sports Perfecta acquired 100% of the outstanding stock of Just Mobile Sdn. Bhd.
(Just Mobile), a Malaysian company (see Note 7). On January 20, 2016, Just Mobile changed its name to Sports
Perfecta Technologies Sbn Bhd (SPT). The operations of Just Mobile are referred to as SPT after the acquisition
date of January 7, 2016.
Nature of Business
The Company is engaged in the business
of transmitting and providing horse racing information via various types of media, including multiple websites owned and operated
by the wholly owned subsidiaries of LinkBit, Umajin HK and Sports Perfecta.
|
X |
- DefinitionThe entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
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v3.3.1.900
2. Summary of Significant Accounting Policies
|
6 Months Ended |
Jan. 31, 2016 |
Accounting Policies [Abstract] |
|
2. Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying unaudited consolidated
financial statements of the Company as of January 31, 2016, and for the three and six months ended January 31, 2016 and 2015,
have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP")
for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of
management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's
financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period
ended January 31, 2016 are not necessarily indicative of the results that may be expected for the entire year.
Certain information and footnote disclosure
normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States
Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with
our audited financial statements and accompanying notes for the years ended July 31, 2015 and 2014 included in the Company's Form
10-K filed on November 13, 2015.
Principals of Consolidation
The accompanying condensed consolidated
financial statements include the accounts of Grand Perfecta and its wholly-owned subsidiaries LinkBit, Umajin HK, and Sports Perfecta.
All intercompany balances and transactions have been eliminated in consolidation. The Company has determined that two affiliated
entities, Space Cultivation Mobile and Japan Horse Circle, which LinkBit conducts business with are variable interest entities
and that the Company is the primary beneficiary of each entity. As a result, the Company has consolidated the accounts of these
variable interest entities into the accompanying consolidated financial statements. As the Company does not have any ownership
interest in these variable interest entities, the Company has allocated the contributed capital in these variable interest entities
as a component of noncontrolling interest. All intercompany balances and transactions have been eliminated in consolidation.
Financial Statement Reclassification
Certain account balances from prior
periods have been reclassified in these consolidated financial statements to conform to current period classifications.
Liquidity and Capital Resources
As of January 31, 2016, we had cash of $57,057 and a working capital
deficit of $5,880,851 as compared to cash of $75,778 and a working capital deficit of $5,985,832 as at July 31, 2015. The decrease
in cash as of January 31, 2016 was primarily the result of cash used in operations and to pay down outstanding notes payable during
the period, offset by an increase in cash due to collection of notes receivable and amounts due from related parties, as well as
additional note payable borrowing.
We continue to have a significant working capital deficit that adversely
affects our business by limiting the resources we have available to pursue the promotion of our information services and develop
new service opportunities for potential customers. Historically we have relied on extensions of note payment due dates and new
debt financing to repay note obligations as they came due in order to continue operations. Going forward we will continue to use
extensions and new debt financing to address note obligations that come due, endeavor to gradually reduce obligations with cash
flow provided by operations, and pursue over the next 12 months equity financing that we can apply to debt reduction and business
development. Nevertheless, the shortage of working capital adversely affects our ability to develop, sponsor, or participate in
activities that promote our information services to prospective customers and to develop new content, because a substantial portion
of cash flow goes to reduce debt rather than to advance operating activities. There is no assurance that our plans for addressing
our working capital shortages will be successful, and our failure to be reasonably successful should be expected to result in a
significant contraction of our operations and potentially a failure of the business.
Use of Estimates
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reported periods. Amounts could materially change in the future.
Foreign Exchange
The Companys primary operations
are conducted in Japan and performed by its wholly owned subsidiaries LinkBit and Umajin HK. The Company also conducts operations
through Sports Perfecta, and its Malaysian subsidiary SPT. LinkBits functional currency is the Japanese Yen and Umajin
HKs functional currency is the Hong Kong Dollar. SPTs functional currency is the Malaysian Ringgit.
The financial statements of each entity
are prepared using the applicable functional currencies, and have been translated into U.S. dollars (USD). Assets
and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders equity is translated
using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation
adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in the Companys
stockholders equity.
The following rates were used to translate
the accounts of LinkBit, Umajin HK and SPT into USD at the following balance sheet dates.
| |
Balance
Sheet Dates | |
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | | |
| | |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0081 | |
Hong Kong Dollars to USD | |
| 0.1285 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2413 | | |
| NA | |
The following
rates were used to translate the accounts of LinkBit, Umajin HK and SPT into USD for the following operating periods.
| |
For
the Six Months Ended | |
| |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | |
| |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0090 | |
Hong Kong Dollars to USD | |
| 0.1289 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2347 | | |
| NA | |
Cash and Cash Equivalents
The Company considers all highly liquid
holdings with maturities of three months or less at the time of purchase to be cash equivalents. The Company had no cash equivalents
as of January 31, 2016 (unaudited) or July 31, 2015.
Accounts Receivable
Accounts receivable are carried at
net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding
amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and
considering each customer's financial condition and credit history, as well as current economic conditions. Accounts receivable
are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.
The Company had no allowance for doubtful accounts as of January 31, 2016 (unaudited) and July 31, 2015.
Property and Equipment
Property and equipment are recorded
at historical cost and depreciated on a straight-line basis over their estimated useful lives once the individual assets are placed
in service. Estimated useful lives for the assets are as follows.
Buildings and fixtures |
|
8 - 43 years |
Autos and trucks |
|
2 - 6 years |
Tools and equipment |
|
4 - 10 years |
Computer software |
|
5 years |
Goodwill
The Companys goodwill represents
the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill
is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. As required
by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-20, the
Company conducted an analysis of the goodwill on its single reporting unit using the Company. As of July 31, 2015, the assessment
for impairment found that there is no impairment of goodwill. The Company has no accumulated impairment losses on goodwill.
Long-Lived Assets
In accordance with ASC 360-10, the
Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value
may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash
flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying
amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available,
or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was
no impairment of assets identified during the year ended July 31, 2015 or during the six months ended January 31, 2016 (unaudited).
Fair Value
of Financial Instruments
Fair value is
defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, based on the Companys principal or, in the absence of a principal, most advantageous
market for the specific asset or liability.
GAAP provides
for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
|
Level 1 Inputs that
are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. |
|
Level 2 Inputs other
than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
for substantially the full term of the asset or liability, including: |
|
|
Quoted prices for similar
assets or liabilities in active markets |
|
|
Quoted prices for identical
or similar assets or liabilities in markets that are not active |
|
|
Inputs other than quoted prices
that are observable for the asset or liability |
|
|
Inputs that are derived principally
from or corroborated by observable market data by correlation or other means |
|
Level 3 Inputs that
are unobservable and reflect the Companys own assumptions about the assumptions market participants would use in pricing
the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions
surrounding the timing and amount of expected cash flows). |
The Company has determined that the
book value of its outstanding financial instruments as of January 31, 2016 (unaudited) and July 31, 2015 approximates the fair
value.
Concentration
of Credit Risk
Financial instruments
that potentially expose the Company to concentration of credit risk include cash, accounts receivable, notes receivable,
and amounts due from related parties. The Company maintains its cash in banks located in Japan and Hong Kong in
financial institutions with high credit ratings. Substantially all of the Companys revenues are generated from
customers in Japan. The Company conducts periodic reviews of the financial condition and payment practices of its customers
and note receivable holders. The Company has not experienced significant losses relating to these concentrations in the past,
other than the $1,312,276 loss on settlement of note receivable that was recorded during the six month ended January 31,
2016 (See Note 4).
Revenue Recognition
The Companys revenue consists
primarily of sales of comprehensive horse racing information through multiple websites focusing on all aspects of the horse racing
industry in Japan. Publication of horse racing digital magazines, providing support for print publications, and participating
in other public events and media programs related to the horse racing industry do not generate significant revenue directly. These
activities are undertaken for the purpose of increasing the number of horse racing fans and driving potential customers to our
websites so as to hopefully eventually convert them to paying customers.
The Company recognizes revenue on
arrangements in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed and determinable,
persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably
assured. The majority of the Companys revenue is generated by per-item sales. For all users, payment is received at the
time of purchase. The Company recognizes revenue for per-item sales when the requested information is supplied to the user. For
information packages that span a period of time, the Company recognizes revenue over the term of each package. Revenues are presented
net of refunds, credits and known and estimated credit card chargebacks. The Company reports revenue net of any required taxes
collected from customers and remitted to government authorities, with the collected taxes recorded as current liabilities until
remitted to the relevant government authority. Rights to content purchased by customers in advance of the content being provided
are recorded as deferred revenue.
Income Taxes
The Company accounts for income taxes
in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Basic and Diluted Earnings Per
Share
In accordance with ASC 260, Earnings
Per Share, the basic income per common share is computed by dividing the net income available to common stockholders by the weighted
average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted
if diluted potential common stock had been converted to common stock. No dilutive potential common shares were included in the
computation of diluted net income per share because their impact was anti-dilutive. During the six months ended January 31, 2016
and 2015, the Company had total options of 3,000,000, which were excluded from the computation of net income per share because
they are anti-dilutive. During the six months ended January 31, 2016 and 2015, the Company had convertible notes convertible into
1,472,727 shares of common stock, which were excluded from the computation because they are anti-dilutive. As a result, the basic
and diluted earnings per share were the same for each of the periods presented.
Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting
Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic
in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue
is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves
disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred
Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred
in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective
for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application
is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Companys financial statements.
|
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v3.3.1.900
3. Property and Equipment, net
|
6 Months Ended |
Jan. 31, 2016 |
Property, Plant and Equipment [Abstract] |
|
3. Property and Equipment, net |
The Companys property and equipment
consisted of the following.
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | | |
| | |
Buildings and fixtures | |
$ | 268,598 | | |
$ | 262,126 | |
Autos and trucks | |
| 301,785 | | |
| 294,513 | |
Tools and equipment | |
| 453,108 | | |
| 427,469 | |
Computer software | |
| 1,315,917 | | |
| 1,284,209 | |
Construction in progress | |
| 51,875 | | |
| | |
Horses | |
| 24,070 | | |
| 24,454 | |
| |
| | | |
| | |
| |
| 2,415,353 | | |
| 2,292,771 | |
| |
| | | |
| | |
Less: accumulated depreciation | |
| (2,105,689 | ) | |
| (2,019,508 | ) |
| |
| | | |
| | |
| |
$ | 309,664 | | |
$ | 273,263 | |
Depreciation expense amounted to $16,448
and $27,064 for the three months ended January 31, 2016 and 2015, respectively. Depreciation amounted to $36,318 and $56,645 for
the six months ended January 31, 2016 and 2015, respectively.
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- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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v3.3.1.900
4. Due from Related Parties
|
6 Months Ended |
Jan. 31, 2016 |
Related Party Transactions [Abstract] |
|
4. Due from Related Parties |
The total amounts due from related
parties amounted to $0 (unaudited) and $1,959,784 as of January 31, 2016 and July 31, 2015, respectively, which represented borrowings
made to Umajin Co., Ltd. (Umajin Japan), a related party entity owned by one of the directors of the Company. Effective
October 30, 2015, the Company entered into a Receivables Transfer Agreement with Europlus International (EI), in
which the Company transferred $499,898 (JPY 60,228,650) of outstanding receivables due from Umajin Japan to EI in exchange for
an account receivable of $494,899 (JPY 59,626,363) to be paid in three quarterly installments starting on January 31, 2016 and
finishing on July 31, 2016.
Effective November 2, 2015, the Company
entered into a Note Payable and Satisfaction Agreement (the Satisfaction Agreement) with Umajin Japan in order to
settle the remaining receivable balance outstanding. The Company was the holder of a promissory note made by Umajin Japan in the
principal amount of JPY 181,720,000 ($1,508,276 as of November 2, 2015). The promissory note was secured by 1,400,000 shares of
the Companys common stock, which were owned by Umajin Japan. Pursuant to the Satisfaction Agreement, Umajin Japan agreed
to sell its shares of common stock to the Company, and the Company has agreed to release Umajin Japan from any further obligation
due under the promissory note. The fair value of the common stock sold to the Company amounted to $196,000. The difference
between the fair value of the common stock and the outstanding balance of the note receivable amounted to $1,312,276, which was
recorded as loss from settlement of note receivable in the accompanying consolidated statement of operations for the three and
six months ended January 31, 2016.
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v3.3.1.900
5. Notes Receivable
|
6 Months Ended |
Jan. 31, 2016 |
Receivables [Abstract] |
|
5. Notes Receivable |
The Companys outstanding notes
receivable consist of unsecured advances, including interest ranging from 0% to 8% per annum, payable in full on dates extending
through 2039. As of January 31, 2016 and July 31, 2015, the Company had total outstanding notes receivable of $2,218,569 (unaudited)
and $2,085,241, respectively. The portion of these outstanding notes receivables that were either due on demand or had scheduled
due dates within one year amounted to $1,665,102 (unaudited) and $1,537,869 as of January 31, 2016 and July 31, 2015, respectively.
The future scheduled maturities of
outstanding notes receivables as of January 31, 2016 based on contractual due dates are as follows.
| |
Year Ended | |
| |
July
31, | |
| |
| | |
2016 (remainder of) | |
$ | 1,665,102 | |
2017 | |
| | |
2018 | |
| | |
2019 | |
| 7,330 | |
2020 | |
| 15,426 | |
Thereafter | |
| 530,711 | |
Total | |
$ | 2,218,569 | |
|
X |
- DefinitionThe entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.
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v3.3.1.900
6. Goodwill
|
6 Months Ended |
Jan. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
6. Goodwill |
The Company has recorded goodwill
relating to the purchase of Media 21, Inc. in 2011, as well as the acquisition of Umajin HK on May 27, 2013. The following is
a summary of the activity relating to goodwill for the six months ended January 31, 2016 (unaudited):
Balance as of July 31, 2015 | |
$ | 6,257,112 | |
Foreign currency translation adjustment | |
| 151,652 | |
Balance as of January 31, 2016 (unaudited) | |
$ | 6,408,764 | |
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v3.3.1.900
7. Acquisitions
|
6 Months Ended |
Jan. 31, 2016 |
Business Combinations [Abstract] |
|
7. Acquisitions |
On January 7, 2016, Sports Perfecta
entered into a Share Purchase Agreement to acquire 100% of the outstanding shares of Just Mobile. The total aggregate purchase
price for the outstanding shares of Just Mobile amounted to $200,000, of which $120,000 was paid on the closing date and the remaining
$80,000 is due three months after the date of the agreement on April 7, 2016. The amount due to the sellers of Just Mobile is
recorded as a component of accounts payable and accrued expenses in the accompanying consolidated balance sheet at January 31,
2016.
Assets acquired and liabilities assumed
were recorded at their estimated fair values as of the acquisition date. The fair values of identifiable intangible assets were
based on valuations using the income approach.
The purchase price was allocated as
follows as of the acquisition date:
Cash | |
$ | 38,908 | |
Accounts receivable | |
| 20,960 | |
Other current assets | |
| 6,751 | |
Intangible assets | |
| 134,476 | |
Current liabilities | |
| (1,095 | ) |
| |
$ | 200,000 | |
Intangible assets acquired represent
developed technology which has an estimated useful life of 4 years. Amortization expense for intangible assets for the three and
six months ended January 31, 2016 amounted to $2,247. Estimated future amortization of intangible assets as of January 31, 2016
is as follows.
| |
Year Ended | |
| |
July
31, | |
| |
| | |
2016 (remainder of) | |
$ | 17,876 | |
2017 | |
| 35,753 | |
2018 | |
| 35,753 | |
2019 | |
| 35,753 | |
2020 | |
| 15,525 | |
Total | |
$ | 140,660 | |
On December 16, 2015, the Company
entered into a purchase agreement to acquire 100% of the outstanding shares of Basougu. The total purchase price for the outstanding
shares of Basougu amounted to 2 million Japanese Yen ($16,400 on the purchase date). The fair value of the net assets acquired
from Basougu amounted to $27,100 as of the acquisition date. As the fair value of the net assets was greater than the purchase
price, the Company recorded a gain on the acquisition of Basougu of $10,700, which is reflected as a component of other income
on the accompanying statements of operations for the three and six months ended January 31, 2016. There was no goodwill or other
intangible assets acquired in connection with the purchase of Basougu.
|
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- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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v3.3.1.900
8. Notes Payable
|
6 Months Ended |
Jan. 31, 2016 |
Debt Disclosure [Abstract] |
|
8. Notes Payable |
A summary of the Companys outstanding
notes payable is as follows:
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | | |
| | |
Unsecured notes payable originally issued on September
30, 2009 and November 30, 2010, due in full on November 30, 2015, bearing interest at 3.5% per annum due monthly. | |
$ | | | |
$ | 39,658 | |
Unsecured note payable issued on March 26, 2012, due on demand,
bearing interest at 1% per annum due monthly. | |
| 830,000 | | |
| 810,000 | |
Unsecured note payable issued on January 30, 2013, due on demand,
bearing interest at 1% per annum due monthly. | |
| 415,000 | | |
| 405,000 | |
Unsecured note payable issued on July 23, 2013, due on July 5, 2016,
bearing interest at 1.2% per annum due monthly. | |
| 71,380 | | |
| 136,728 | |
Unsecured note payable issued on December 20, 2011, due on October
31, 2015, bearing interest at 15% per annum due monthly. | |
| 1,577,000 | | |
| 1,539,000 | |
Unsecured note payable issued on June 28, 2013, due on October 31,
2015, bearing interest at 15% per annum due monthly. | |
| 166,000 | | |
| 162,000 | |
Unsecured note payable issued on January 20, 2011, due on June 30,
2017, bearing interest at 12% per annum due monthly. | |
| 705,500 | | |
| 931,500 | |
Unsecured note payable issued on December 18, 2015, due on February
29, 2019, bearing interest at 12% per annum due monthly. | |
| 830,000 | | |
| | |
Unsecured note payable resulting from the Company co-signing for
debt of a vendor in 2010. The note is due on demand, bearing interest at 18% per annum due monthly. | |
| 207,500 | | |
| 348,300 | |
Unsecured note payable issued on July 20, 2011, due on July 20,
2018, bearing interest at 12% per annum due monthly. | |
| 249,000 | | |
| 243,000 | |
Unsecured notes payable, non-interest bearing,
due on demand | |
| 37,702 | | |
| 48,855 | |
Total notes payable | |
| 5,089,082 | | |
| 4,664,041 | |
Less: current portion of notes payable | |
| 3,304,582 | | |
| 3,489,541 | |
Long-term portion of notes payable | |
$ | 1,784,500 | | |
$ | 1,174,500 | |
Substantially all of the above outstanding
notes payable are personally guaranteed by the Companys Chief Executive Officer.
Future scheduled maturities of long-term
debt are as follows:
| |
Year Ended | |
| |
July
31, | |
| |
| | |
2016 (remainder of) | |
$ | 3,304,582 | |
2017 | |
| 705,500 | |
2018 | |
| 249,000 | |
2019 | |
| 830,000 | |
Total | |
$ | 5,089,082 | |
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v3.3.1.900
9. Notes Payable To Related Parties
|
6 Months Ended |
Jan. 31, 2016 |
Related Party Transactions [Abstract] |
|
9. Notes Payable To Related Parties |
As of January 31, 2016, the Company
had an outstanding note payable balance due to its Chairman and CEO amounting to $910,559 and an outstanding note payable balance
due to its President amounting to $171,188. The note payable balances are non-interest bearing and are due on demand.
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v3.3.1.900
10. Convertible Note Payable
|
6 Months Ended |
Jan. 31, 2016 |
Convertible Notes Payable [Abstract] |
|
10. Convertible Note Payable |
On March 5, 2015, the Company entered
into a convertible note agreement for total principal borrowings of JPY 200,000,000 ($1,660,000 (unaudited) at January 31, 2016
and $1,620,000 at July 31, 2015). The amounts are due on March 5, 2016 and bear interest at a rate of 1% per annum. At the option
of the debt holder, beginning 40 days after the issuance of the note, the debt holder may convert the outstanding balance of the
note into shares of the Companys common stock at a conversion rate equal to one share per JPY130.90 or $1.10 of outstanding
principal and accrued interest.
The conversion feature associated
with the convertible note payable created a derivative liability as of April 14, 2015, the date in which the note became convertible.
The Company valued the derivative as of each subsequent reporting period using the Black-Scholes pricing model. The value at each
of these dates amounted to $0. The assumptions used in the Black-Scholes model during the three months ended January 31, 2016
were as follows.
| |
Six Months Ended |
| |
January 31, |
| |
2016 |
| |
|
Expected life in years | |
0.09 |
Stock price volatility | |
41.1% |
Risk-free interest rate | |
0.22% |
Expected dividends | |
None |
Forfeiture rate | |
NA |
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v3.3.1.900
11. Stockholders' Equity
|
6 Months Ended |
Jan. 31, 2016 |
Equity [Abstract] |
|
11. Stockholders' Equity |
Preferred Stock
The Company is authorized to issue
up to 100,000,000 shares of preferred stock with a par value of $0.001, with 100,000 shares designated as Series A Preferred Stock.
The Series A Preferred Stock receive a 10 to 1 voting preference over common stock. Accordingly, for every share of Series A Preferred
Stock held, the holder receives the voting rights equal to 10 shares of common stock. As such, the holders of the Series A Preferred
Stock have the equivalent voting capability of 1,000,000 shares of common stock. The Series A Preferred Stock also has a $0.05
per share liquidation preference over common stock, and can be redeemed by the Company at any time, upon thirty days notice,
for $0.05 per share.
The Company had 100,000 shares of
Series A Preferred Stock issued and outstanding as of January 31, 2016 and July 31, 2015.
Common Stock Issuable
Effective January 25, 2016, the Company
entered into a consulting agreement with an investor relations firm for a term of six months. Per the terms of the agreement,
as compensation for the services to be provided, the Company is to issue 1,000,000 shares of its common stock within 14 days of
the date of the agreement, which were fully vested on the date of the agreement. The Company issued the shares in connection with
the agreement in February 2016. The total value of the shares as of the agreement date amounted to $120,000, which has been reflected
as common stock issuable in the accompanying consolidated balance sheet as of January 31, 2016. The total value has been recorded
as a component of prepaid expenses and other current assets in the accompanying consolidated balance sheet and is being amortized
over the life of the agreement.
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v3.3.1.900
12. Related Party Transactions
|
6 Months Ended |
Jan. 31, 2016 |
Related Party Transactions [Abstract] |
|
12. Related Party Transactions |
As of January 31, 2016 (unaudited)
and July 31, 2015, the Company had $0 and $1,959,784, respectively, of notes receivable due from related parties (see Note 4).
As of January 31, 2016, the Company
had an outstanding note payable balance due to its Chairman and CEO amounting to $910,559 and an outstanding note payable balance
due to its President amounting to $171,188 (see Note 9).
Concurrently with the Satisfaction
Agreement (see Note 4), the Company and Umajin Japan, a related party company owned by one of its directors, modified the service
agreement between them effective November 1, 2015, to set the monthly fee payable by the Company to Umajin Japan for providing
horserace information at 16 million Yen per month (inclusive of consumption tax), and to set the monthly fee payable for providing
a horseracing related email magazine and web page content at 7 million Yen per month (inclusive of consumption tax).
The fee paid to Umajin Japan for the
three months ended January 31, 2016 and 2015 amounted to $526,460 and $325,000, respectively. The fee paid to Umajin Japan for
the six months ended January 31, 2016 and 2015 amounted to $830,000 and $650,000, respectively. The fees paid to Umajin Japan
are included in cost of sales in the accompanying consolidated statements of operations.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
13. Subsequent Events
|
6 Months Ended |
Jan. 31, 2016 |
Subsequent Events [Abstract] |
|
13. Subsequent Events |
On February 5, 2016, the Company entered
into a Money Loan Agreement with Fuji Kigyo, Ltd. (Fuji Kigyo) pursuant to which Fuji Kigyo agreed to lend the Company
$100 million Yen (approximately $860,000). The loan accrues interest at 12% per annum and is due monthly. Principal is repaid
in 23 monthly installments of 3 million Yen beginning in February 2017, and a final installment of 31 million Yen in January 2019.
On February 8, 2016, the Company issued
1,000,000 shares of common stock in connection with a consulting agreement (see Note 11).
In February 2016, the Company made
a payment of 30 million Yen (approximately $249,000) on the outstanding principal of the convertible note payable (see Note 10),
and the holder has agreed to extend the maturity date for an additional 6 months. The revised maturity date is September 5, 2016.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
2. Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Jan. 31, 2016 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation
The accompanying unaudited consolidated
financial statements of the Company as of January 31, 2016, and for the three and six months ended January 31, 2016 and 2015,
have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP")
for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of
management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's
financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period
ended January 31, 2016 are not necessarily indicative of the results that may be expected for the entire year.
Certain information and footnote disclosure
normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States
Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with
our audited financial statements and accompanying notes for the years ended July 31, 2015 and 2014 included in the Company's Form
10-K filed on November 13, 2015.
|
Principals of Consolidation |
Principals of Consolidation
The accompanying condensed consolidated
financial statements include the accounts of Grand Perfecta and its wholly-owned subsidiaries LinkBit, Umajin HK, and Sports Perfecta.
All intercompany balances and transactions have been eliminated in consolidation. The Company has determined that two affiliated
entities, Space Cultivation Mobile and Japan Horse Circle, which LinkBit conducts business with are variable interest entities
and that the Company is the primary beneficiary of each entity. As a result, the Company has consolidated the accounts of these
variable interest entities into the accompanying consolidated financial statements. As the Company does not have any ownership
interest in these variable interest entities, the Company has allocated the contributed capital in these variable interest entities
as a component of noncontrolling interest. All intercompany balances and transactions have been eliminated in consolidation.
|
Financial Statement Reclassification |
Financial Statement Reclassification
Certain account balances from prior
periods have been reclassified in these consolidated financial statements to conform to current period classifications.
|
Liqudity and Capital Resources |
Liquidity and Capital Resources
As of January 31, 2016, we had cash
of $57,057 and a working capital deficit of $5,880,851 as compared to cash of $75,778 and a working capital deficit of $5,985,832
as at July 31, 2015. The decrease in cash as of January 31, 2016 was primarily the result of cash used in operations and to pay
down outstanding notes payable during the period, offset by an increase in cash due to collection of notes receivable and amounts
due from related parties, as well as additional note payable borrowing.
We continue to have a significant
working capital deficit that adversely affects our business by limiting the resources we have available to pursue the promotion
of our information services and develop new service opportunities for potential customers. Historically we have relied on extensions
of note payment due dates and new debt financing to repay note obligations as they came due in order to continue operations. Going
forward we will continue to use extensions and new debt financing to address note obligations that come due, endeavor to gradually
reduce obligations with cash flow provided by operations, and pursue over the next 12 months equity financing that we can apply
to debt reduction and business development. Nevertheless, the shortage of working capital adversely affects our ability to develop,
sponsor, or participate in activities that promote our information services to prospective customers and to develop new content,
because a substantial portion of cash flow goes to reduce debt rather than to advance operating activities. There is no assurance
that our plans for addressing our working capital shortages will be successful, and our failure to be reasonably successful should
be expected to result in a significant contraction of our operations and potentially a failure of the business.
|
Use of Estimates |
Use of Estimates
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reported periods. Amounts could materially change in the future.
|
Foreign Exchange |
Foreign Exchange
The Companys primary operations
are conducted in Japan and performed by its wholly owned subsidiaries LinkBit and Umajin HK. The Company also conducts operations
through Sports Perfecta, and its Malaysian subsidiary SPT. LinkBits functional currency is the Japanese Yen and Umajin
HKs functional currency is the Hong Kong Dollar. SPTs functional currency is the Malaysian Ringgit.
The financial statements of each entity
are prepared using the applicable functional currencies, and have been translated into U.S. dollars (USD). Assets
and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders equity is translated
using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation
adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in the Companys
stockholders equity.
The following rates were used to translate
the accounts of LinkBit, Umajin HK and SPT into USD at the following balance sheet dates.
| |
Balance
Sheet Dates | |
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | | |
| | |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0081 | |
Hong Kong Dollars to USD | |
| 0.1285 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2413 | | |
| NA | |
The following
rates were used to translate the accounts of LinkBit, Umajin HK and SPT into USD for the following operating periods.
| |
For
the Six Months Ended | |
| |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | |
| |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0090 | |
Hong Kong Dollars to USD | |
| 0.1289 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2347 | | |
| NA | |
|
Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all highly liquid
holdings with maturities of three months or less at the time of purchase to be cash equivalents. The Company had no cash equivalents
as of January 31, 2016 (unaudited) or July 31, 2015.
|
Accounts Receivable |
Accounts Receivable
Accounts receivable are carried
at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of
all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual
customer receivables and considering each customer's financial condition and credit history, as well as current economic
conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously
written off are recorded when received. The Company had no allowance for doubtful accounts as of January 31, 2016
(unaudited) and July 31, 2015.
|
Property and Equipment |
Property and Equipment
Property and equipment are recorded
at historical cost and depreciated on a straight-line basis over their estimated useful lives once the individual assets are placed
in service. Estimated useful lives for the assets are as follows.
Buildings and fixtures |
|
8 - 43 years |
Autos and trucks |
|
2 - 6 years |
Tools and equipment |
|
4 - 10 years |
Computer software |
|
5 years |
|
Goodwill |
Goodwill
The Companys goodwill
represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from
business acquisitions. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the
reporting unit level. As required by Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 350-20, the Company conducted an analysis of the goodwill on its single reporting
unit using the Company. As of July 31, 2015, the assessment for impairment found that there is no impairment of goodwill. The
Company has no accumulated impairment losses on goodwill.
|
Long-Lived Assets |
Long-Lived Assets
In accordance with ASC 360-10, the
Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value
may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash
flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying
amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available,
or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was
no impairment of assets identified during the year ended July 31, 2015 or during the six months ended January 31, 2016 (unaudited).
|
Fair Value of Financial Instruments |
Fair Value
of Financial Instruments
Fair value is
defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, based on the Companys principal or, in the absence of a principal, most advantageous
market for the specific asset or liability.
GAAP provides
for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
|
Level 1 Inputs that are quoted prices
(unadjusted) for identical assets or liabilities in active markets that the entity can access. |
|
Level 2 Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the
full term of the asset or liability, including: |
|
|
Quoted prices for similar assets or liabilities
in active markets |
|
|
Quoted prices for identical or similar assets
or liabilities in markets that are not active |
|
|
Inputs other than quoted prices that are observable
for the asset or liability |
|
|
Inputs that are derived principally from or corroborated
by observable market data by correlation or other means |
|
Level 3 Inputs that are unobservable
and reflect the Companys own assumptions about the assumptions market participants would use in pricing the asset or
liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the
timing and amount of expected cash flows). |
The Company has determined that
the book value of its outstanding financial instruments as of January 31, 2016 (unaudited) and July 31, 2015
approximates the fair value.
|
Concentration of Credit Risk |
Concentration
of Credit Risk
Financial instruments
that potentially expose the Company to concentration of credit risk include cash, accounts receivable, notes receivable,
and amounts due from related parties. The Company maintains its cash in banks located in Japan and Hong Kong in
financial institutions with high credit ratings. Substantially all of the Companys revenues are generated from
customers in Japan. The Company conducts periodic reviews of the financial condition and payment practices of its customers
and note receivable holders. The Company has not experienced significant losses relating to these concentrations in the past,
other than the $1,312,276 loss on settlement of note receivable that was recorded during the six month ended January 31,
2016 (See Note 4).
|
Revenue Recognition |
Revenue Recognition
The Companys revenue consists
primarily of sales of comprehensive horse racing information through multiple websites focusing on all aspects of the horse racing
industry in Japan. Publication of horse racing digital magazines, providing support for print publications, and participating
in other public events and media programs related to the horse racing industry do not generate significant revenue directly. These
activities are undertaken for the purpose of increasing the number of horse racing fans and driving potential customers to our
websites so as to hopefully eventually convert them to paying customers.
The Company recognizes revenue on
arrangements in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed and determinable,
persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably
assured. The majority of the Companys revenue is generated by per-item sales. For all users, payment is received at the
time of purchase. The Company recognizes revenue for per-item sales when the requested information is supplied to the user. For
information packages that span a period of time, the Company recognizes revenue over the term of each package. Revenues are presented
net of refunds, credits and known and estimated credit card chargebacks. The Company reports revenue net of any required taxes
collected from customers and remitted to government authorities, with the collected taxes recorded as current liabilities until
remitted to the relevant government authority. Rights to content purchased by customers in advance of the content being provided
are recorded as deferred revenue.
|
Income Taxes |
Income Taxes
The Company accounts for income taxes
in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
|
Basic and Diluted Earnings Per Share |
Basic and Diluted Earnings Per
Share
In accordance with ASC 260, Earnings
Per Share, the basic income per common share is computed by dividing the net income available to common stockholders by the weighted
average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted
if diluted potential common stock had been converted to common stock. No dilutive potential common shares were included in the
computation of diluted net income per share because their impact was anti-dilutive. During the six months ended January 31, 2016
and 2015, the Company had total options of 3,000,000, which were excluded from the computation of net income per share because
they are anti-dilutive. During the six months ended January 31, 2016 and 2015, the Company had convertible notes convertible into
1,472,727 shares of common stock, which were excluded from the computation because they are anti-dilutive. As a result, the basic
and diluted earnings per share were the same for each of the periods presented.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting
Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic
in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue
is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves
disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred
Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred
in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective
for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application
is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Companys financial statements.
|
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2. Summary of Significant Accounting Policies (Tables)
|
6 Months Ended |
Jan. 31, 2016 |
Accounting Policies [Abstract] |
|
Schedule of foreign translation rates |
The following rates were used to translate
the accounts of LinkBit, Umajin HK and SPT into USD at the following balance sheet dates.
| |
Balance
Sheet Dates | |
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | | |
| | |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0081 | |
Hong Kong Dollars to USD | |
| 0.1285 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2413 | | |
| NA | |
The following
rates were used to translate the accounts of LinkBit, Umajin HK and SPT into USD for the following operating periods.
| |
For
the Six Months Ended | |
| |
January 31, | | |
January 31, | |
| |
2016 | | |
2015 | |
| |
| | |
| |
| |
| | |
| |
Japanese Yen to USD | |
| 0.0083 | | |
| 0.0090 | |
Hong Kong Dollars to USD | |
| 0.1289 | | |
| 0.1290 | |
Malaysian Ringgit to USD | |
| 0.2347 | | |
| NA | |
|
Schedule of estimated useful lives of property and equipment |
Buildings and fixtures |
|
8 - 43 years |
Autos and trucks |
|
2 - 6 years |
Tools and equipment |
|
4 - 10 years |
Computer software |
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3. Property and Equipment, net (Tables)
|
6 Months Ended |
Jan. 31, 2016 |
Property, Plant and Equipment [Abstract] |
|
Schedule of property and equipment |
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | | |
| | |
Buildings and fixtures | |
$ | 268,598 | | |
$ | 262,126 | |
Autos and trucks | |
| 301,785 | | |
| 294,513 | |
Tools and equipment | |
| 453,108 | | |
| 427,469 | |
Computer software | |
| 1,315,917 | | |
| 1,284,209 | |
Construction in progress | |
| 51,875 | | |
| | |
Horses | |
| 24,070 | | |
| 24,454 | |
| |
| | | |
| | |
| |
| 2,415,353 | | |
| 2,292,771 | |
| |
| | | |
| | |
Less: accumulated depreciation | |
| (2,105,689 | ) | |
| (2,019,508 | ) |
| |
| | | |
| | |
| |
$ | 309,664 | | |
$ | 273,263 | |
|
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8. Notes Payable (Tables)
|
6 Months Ended |
Jan. 31, 2016 |
Debt Disclosure [Abstract] |
|
Schedule of notes payable |
| |
January 31, | | |
July 31, | |
| |
2016 | | |
2015 | |
| |
(Unaudited) | | |
| |
| |
| | | |
| | |
Unsecured notes payable originally issued on September
30, 2009 and November 30, 2010, due in full on November 30, 2015, bearing interest at 3.5% per annum due monthly. | |
$ | | | |
$ | 39,658 | |
Unsecured note payable issued on March 26, 2012, due on demand,
bearing interest at 1% per annum due monthly. | |
| 830,000 | | |
| 810,000 | |
Unsecured note payable issued on January 30, 2013, due on demand,
bearing interest at 1% per annum due monthly. | |
| 415,000 | | |
| 405,000 | |
Unsecured note payable issued on July 23, 2013, due on July 5, 2016,
bearing interest at 1.2% per annum due monthly. | |
| 71,380 | | |
| 136,728 | |
Unsecured note payable issued on December 20, 2011, due on October
31, 2015, bearing interest at 15% per annum due monthly. | |
| 1,577,000 | | |
| 1,539,000 | |
Unsecured note payable issued on June 28, 2013, due on October 31,
2015, bearing interest at 15% per annum due monthly. | |
| 166,000 | | |
| 162,000 | |
Unsecured note payable issued on January 20, 2011, due on June 30,
2017, bearing interest at 12% per annum due monthly. | |
| 705,500 | | |
| 931,500 | |
Unsecured note payable issued on December 18, 2015, due on February
29, 2019, bearing interest at 12% per annum due monthly. | |
| 830,000 | | |
| | |
Unsecured note payable resulting from the Company co-signing for
debt of a vendor in 2010. The note is due on demand, bearing interest at 18% per annum due monthly. | |
| 207,500 | | |
| 348,300 | |
Unsecured note payable issued on July 20, 2011, due on July 20,
2018, bearing interest at 12% per annum due monthly. | |
| 249,000 | | |
| 243,000 | |
Unsecured notes payable, non-interest bearing,
due on demand | |
| 37,702 | | |
| 48,855 | |
Total notes payable | |
| 5,089,082 | | |
| 4,664,041 | |
Less: current portion of notes payable | |
| 3,304,582 | | |
| 3,489,541 | |
Long-term portion of notes payable | |
$ | 1,784,500 | | |
$ | 1,174,500 | |
|
Schedule of future long-term debt maturities |
| |
Year Ended | |
| |
July
31, | |
| |
| | |
2016 (remainder of) | |
$ | 3,304,582 | |
2017 | |
| 705,500 | |
2018 | |
| 249,000 | |
2019 | |
| 830,000 | |
Total | |
$ | 5,089,082 | |
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7. Acquisitions (Tables)
|
6 Months Ended |
Jan. 31, 2016 |
Business Combinations [Abstract] |
|
Allocation of purchase price |
Cash | |
$ | 38,908 | |
Accounts receivable | |
| 20,960 | |
Other current assets | |
| 6,751 | |
Intangible assets | |
| 134,476 | |
Current liabilities | |
| (1,095 | ) |
| |
$ | 200,000 | |
|
Estimated future amortization of intangible assets |
| |
Year Ended | |
| |
July
31, | |
| |
| | |
2016 (remainder of) | |
$ | 17,876 | |
2017 | |
| 35,753 | |
2018 | |
| 35,753 | |
2019 | |
| 35,753 | |
2020 | |
| 15,525 | |
Total | |
$ | 140,660 | |
|
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2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
6 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Cash equivalents |
$ 0
|
|
Allowance for doubtful accounts |
0
|
|
Accumulated impairment losses on goodwill |
0
|
|
Asset impairment charges |
$ 0
|
|
Options [Member] |
|
|
Shares considered anti-dilutive |
3,000,000
|
3,000,000
|
Convertible Notes Payable [Member] |
|
|
Shares considered anti-dilutive |
1,472,727
|
1,472,727
|
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v3.3.1.900
3. Property and Equipment, net (Details) - USD ($)
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Jan. 31, 2015 |
Property and equipment, gross |
$ 2,415,353
|
$ 2,292,771
|
|
Less: accumulated depreciation |
(2,105,689)
|
(2,019,508)
|
|
Property and equipment, net |
309,664
|
273,263
|
|
Building and fixtures [Member] |
|
|
|
Property and equipment, gross |
268,598
|
262,126
|
|
Autos and trucks [Member] |
|
|
|
Property and equipment, gross |
301,785
|
294,513
|
|
Tools and equipment [Member] |
|
|
|
Property and equipment, gross |
453,108
|
427,469
|
|
Computer software [Member] |
|
|
|
Property and equipment, gross |
1,315,917
|
1,284,209
|
|
Construction in Progress [Member] |
|
|
|
Property and equipment, gross |
51,875
|
|
$ 0
|
Horses [Member] |
|
|
|
Property and equipment, gross |
$ 24,070
|
$ 24,454
|
|
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|
3 Months Ended |
6 Months Ended |
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
Property, Plant and Equipment [Abstract] |
|
|
|
|
Depreciation expense |
$ 16,448
|
$ 27,064
|
$ 36,318
|
$ 56,645
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
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v3.3.1.900
4. Due from Related Parties (Details Narrative)
|
3 Months Ended |
6 Months Ended |
|
Jan. 31, 2016
USD ($)
|
Jan. 31, 2015
USD ($)
|
Jan. 31, 2016
USD ($)
|
Jan. 31, 2016
JPY (¥)
|
Jan. 31, 2015
USD ($)
|
Jul. 31, 2015
USD ($)
|
Due from related parties |
$ 0
|
|
$ 0
|
|
|
$ 1,959,784
|
Loss on settlement of note receivable |
$ 1,312,276
|
$ 0
|
1,312,276
|
|
$ 0
|
|
Europlus International [Member] |
|
|
|
|
|
|
Transfer of due from related party to account receivable, transferred amount |
|
|
499,898
|
|
|
|
Europlus International [Member] | Japan, Yen |
|
|
|
|
|
|
Transfer of due from related party to account receivable, transferred amount | ¥ |
|
|
|
¥ 60,228,650
|
|
|
Umajin HK [Member] |
|
|
|
|
|
|
Loss on settlement of note receivable |
|
|
$ (1,312,276)
|
|
|
|
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- DefinitionReflects the net positive or negative amount derived from subtracting from net proceeds of sale the carrying amounts, net of allocated reserves, of notes receivable transferred to a third party in a transaction that qualifies for sales treatment.
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v3.3.1.900
5. Notes Receivable (Details - Notes Receivable) - USD ($)
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Receivables [Abstract] |
|
|
2016 (remainder of) |
$ 1,665,102
|
|
2017 |
0
|
|
2018 |
0
|
|
2019 |
7,330
|
|
2020 |
15,426
|
|
Thereafter |
530,711
|
|
Total |
$ 2,218,569
|
$ 2,085,241
|
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5. Notes Receivable (Details Narrative) - USD ($)
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Receivables [Abstract] |
|
|
Notes receivable outstanding |
$ 2,218,569
|
$ 2,085,241
|
Notes receivable current |
$ 1,665,102
|
$ 1,537,869
|
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- DefinitionAn amount representing an agreement for an unconditional promise by the maker to pay the Company (holder) a definite sum of money within one year from the balance sheet date (or the normal operating cycle, whichever is longer), net of any write-downs taken for collection uncertainty on the part of the holder. Such amount may include accrued interest receivable in accordance with the terms of the debt. The debt also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. This amount does not include amounts related to receivables held-for-sale.
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v3.3.1.900
7. Acquisitions (Details Narrative) - USD ($)
|
3 Months Ended |
5 Months Ended |
6 Months Ended |
Jan. 31, 2016 |
Jan. 07, 2016 |
Dec. 16, 2015 |
Jan. 31, 2016 |
Amortization expense |
$ 2,247
|
|
|
$ 2,247
|
Just Mobile [Member] |
|
|
|
|
Consideration for business acquisition |
|
$ 200,000
|
|
|
Equity interest owned |
|
100.00%
|
|
|
Basougu [Member] |
|
|
|
|
Consideration for business acquisition |
|
|
$ 16,400
|
|
Fair value of net assets acquired |
|
|
27,100
|
|
Gain on acquisition |
|
|
$ 10,700
|
|
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- DefinitionThe aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives.
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v3.3.1.900
8. Notes Payable (Details - Schedule of debt) - USD ($)
|
6 Months Ended |
7 Months Ended |
|
|
Jan. 31, 2016 |
Jan. 31, 2016 |
Jul. 31, 2015 |
Jan. 31, 2015 |
Unsecured notes payable |
$ 5,089,082
|
$ 5,089,082
|
$ 4,664,041
|
|
Notes payable, current portion |
3,304,582
|
3,304,582
|
3,489,541
|
|
Notes payable, long-term portion |
1,784,500
|
1,784,500
|
1,174,500
|
|
Note 1 [Member] |
|
|
|
|
Unsecured notes payable |
$ 0
|
$ 0
|
39,658
|
|
Debt maturity date |
Nov. 30, 2015
|
|
|
|
Stated interest rate |
3.50%
|
3.50%
|
|
|
Note 2 [Member] |
|
|
|
|
Unsecured notes payable |
$ 830,000
|
$ 830,000
|
810,000
|
|
Debt maturity date |
Mar. 26, 2012
|
|
|
|
Stated interest rate |
1.00%
|
1.00%
|
|
|
Note 3 [Member] |
|
|
|
|
Unsecured notes payable |
$ 415,000
|
$ 415,000
|
405,000
|
|
Debt maturity date |
|
Jan. 31, 2013
|
|
|
Stated interest rate |
1.00%
|
1.00%
|
|
|
Note 4 [Member] |
|
|
|
|
Unsecured notes payable |
$ 71,380
|
$ 71,380
|
136,728
|
|
Debt maturity date |
Jul. 23, 2013
|
|
|
|
Stated interest rate |
1.20%
|
1.20%
|
|
|
Note 5 [Member] |
|
|
|
|
Unsecured notes payable |
$ 1,577,000
|
$ 1,577,000
|
1,539,000
|
|
Debt maturity date |
Oct. 31, 2015
|
|
|
|
Stated interest rate |
15.00%
|
15.00%
|
|
|
Note 6 [Member] |
|
|
|
|
Unsecured notes payable |
$ 166,000
|
$ 166,000
|
162,000
|
|
Debt maturity date |
Jun. 28, 2013
|
|
|
|
Stated interest rate |
15.00%
|
15.00%
|
|
|
Note 7 [Member] |
|
|
|
|
Unsecured notes payable |
$ 705,500
|
$ 705,500
|
931,500
|
|
Debt maturity date |
Jun. 30, 2017
|
|
|
|
Stated interest rate |
12.00%
|
12.00%
|
|
|
Note 8 [Member] |
|
|
|
|
Unsecured notes payable |
$ 830,000
|
$ 830,000
|
0
|
|
Debt maturity date |
|
Feb. 28, 2019
|
|
|
Stated interest rate |
12.00%
|
12.00%
|
|
|
Note 9 [Member] |
|
|
|
|
Unsecured notes payable |
$ 207,500
|
$ 207,500
|
348,300
|
|
Stated interest rate |
18.00%
|
18.00%
|
|
|
Note 10 [Member] |
|
|
|
|
Unsecured notes payable |
$ 249,000
|
$ 249,000
|
$ 243,000
|
|
Debt maturity date |
|
Jul. 20, 2018
|
|
|
Stated interest rate |
12.00%
|
12.00%
|
|
|
Note 11 [Member] |
|
|
|
|
Unsecured notes payable |
$ 37,702
|
$ 37,702
|
|
$ 48,855
|
X |
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v3.3.1.900
8. Notes Payable (Details - Maturities of debt) - USD ($)
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Debt Disclosure [Abstract] |
|
|
2016 (remainder of) |
$ 3,304,582
|
|
2017 |
705,500
|
|
2018 |
249,000
|
|
2019 |
830,000
|
|
Total notes payable |
$ 5,089,082
|
$ 4,664,041
|
X |
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v3.3.1.900
9. Convertible Note Payable (Details Narrative) - USD ($)
|
12 Months Ended |
|
Jul. 31, 2015 |
Jan. 31, 2016 |
Convertible note payable |
$ 1,620,000
|
$ 1,660,000
|
Convertible Debt [Member] |
|
|
Debt maturity date |
Mar. 05, 2016
|
|
Stated interest rate |
1.00%
|
|
Debt conversion terms |
At the option of the debt holder, beginning40 days after the issuance of the note, the debt holder may convert the outstanding balance of the note into shares of the Company's common stock at a conversion rate equal to one share per $1.10 of outstanding principal and accrued interest.
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v3.3.1.900
11. Stockholders' Equity (Details Narrative) - USD ($)
|
6 Months Ended |
|
Jan. 31, 2016 |
Jul. 31, 2015 |
Stockholders' equity |
|
|
Preferred stock par value |
$ 0.001
|
$ 0.001
|
Preferred stock shares authorized |
100,000,000
|
100,000,000
|
Preferred stock shares issued |
100,000
|
100,000
|
Preferred stock shares outstanding |
100,000
|
100,000
|
Shares issued for services, shares issued |
1,000,000
|
|
Shares issued for services, value |
$ 120,000
|
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
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v3.3.1.900
12. Related Party Transactions (Details Narrative) - USD ($)
|
3 Months Ended |
6 Months Ended |
|
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
Jul. 31, 2015 |
Due from related parties |
$ 0
|
|
$ 0
|
|
$ 1,959,784
|
Note payable to related party |
1,081,747
|
|
1,081,747
|
|
$ 993,918
|
Fees paid to related entity for providing content |
526,460
|
$ 325,000
|
830,000
|
$ 650,000
|
|
Chairman and Chief Executive Officer [Member] |
|
|
|
|
|
Note payable to related party |
910,559
|
|
910,559
|
|
|
President [Member] |
|
|
|
|
|
Note payable to related party |
$ 171,188
|
|
$ 171,188
|
|
|