Annual Report (10-k)

Date : 01/25/2019 @ 8:18PM
Source : Edgar (US Regulatory)
Stock : Grand Perfecta, Inc. (PC) (GPIW)
Quote : 0.05  0.0 (0.00%) @ 1:16PM

Annual Report (10-k)

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K

 

x         Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended July 31, 2018, 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 No. 0-55423

 

GRAND PERFECTA, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada 46-5732930

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

 

123 West Nye Lane, Suite 129

Carson City, NV 89706

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s Telephone Number: (801)560-6969

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Act: Common Stock, Par Value $0.001

 

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ¨    No   x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes   ¨     No   x

 

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 such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   x     No   ¨

 

Indicate by check mark whether the registrant has submitted electronically every interactive Data File required to be submitted 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 such files).  Yes   ¨     No   x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
Emerging growth company x  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).  Yes   ¨     No   x

 

The aggregate market value of voting stock held by non-affiliates on January 31, 2018, based on the average bid and asked prices on that day was $1,087,560. As of January 16, 2019, the Registrant had outstanding 4,977,332 shares of common stock, par value $0.001.

 

Documents incorporated by reference: None

 

     

 

 

TABLE OF CONTENTS

 

ITEM NUMBER AND CAPTION Page
     
Part I    
1. Business 1
1A. Risk Factors 4
1B. Unresolved Staff Comments 4
2. Properties 4
3. Legal Proceedings 4
4. Mine Safety Disclosures 4
     
Part II    
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5
6. Selected Financial Data 6
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 6
7A. Quantitative and Qualitative Disclosures About Market Risk 13
8. Financial Statements and Supplementary Data 13
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 13
9A. Controls and Procedures 13
9B. Other Information 14
     
Part III    
10. Directors, Executive Officers and Corporate Governance 15
11. Executive Compensation 16
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17
13. Certain Relationships and Related Transactions, and Director Independence 18
14. Principal Accountant Fees and Services 19
15. Exhibits and Financial Statement Schedules 20

 

 

 

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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K may contain certain “forward-looking” statements as such term is defined by the Securities and Exchange Commission in its rules, regulations and releases, which represent the Company’s expectations or beliefs, including but not limited to, statements concerning the Company’s operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements.

 

This annual report contains forward-looking statements, many of which relate to, or are based upon, (a) our plans for developing or participating in the development of new markets for our horse racing and sports content, (b) our opportunities for implementing horse racing related fantasy sports offerings, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, and (f) our anticipated need for working capital. These statements may be found under Item 1. “Business,” “Item 2. Properties” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in this annual report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors and matters described in this annual report. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this annual report will in fact occur.

 

Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

_______________________

 

Unless the context otherwise requires or otherwise notes, references in this Annual Report to “Grand Perfecta,” the “Company,” “we,” “our” or “us” means Grand Perfecta, Inc., and our subsidiaries that we owned for a portion of our fiscal year: LinkBit Consulting Co, Ltd. (“LinkBit”), Umajin Hong Kong Ltd. (“Umajin HK”), Sports Perfecta, Inc. (“Sports Perfecta”) and WRN Co., Ltd. (“WRN”). As described elsewhere in this document, the Company still operates through two subsidiaries, Umajin HK, which had little to no operations in this fiscal year, and WRN, which is still operating.

 

 

 

 

 

 

 

 

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PART I

 

ITEM 1. BUSINESS

 

Company Overview and History

 

Grand Perfecta, Inc., a Nevada corporation, (the “Company”) is engaged in the business of gathering, publishing and disseminating horse racing information and other content related to horse racing in Japan and the Japanese horse racing industry through its wholly owned subsidiary WRN, a Japanese corporation. Historically, through June 27, 2018, our operations were conducted in Japan through our wholly-owned subsidiary, LinkBit Consulting Co, Ltd. (“LinkBit”). LinkBit historically had six different websites that it owned and operated through its various subsidiaries, which comprised substantially all of the Company’s revenue. In May 2013, we acquired Umajin Hong Kong (“Umajin HK”) in Hong Kong as a wholly-owned subsidiary. Umajin HK delivered information on horse racing and soccer to its users until the end of June 2017, when it terminated its service.

 

In June 2018, Grand Perfecta completed a disposition of a substantial portion of its assets and operations through two transactions.

 

On June 26, 2018, the Company transferred 100% of the common stock of Sports Perfecta, Inc., a California corporation and subsidiary of the Company, and a receivable representing a sum owing to the Company by Sports Perfecta in the amount of JPY 185,540,908 to Neo Sports Ltd., a Japanese company (“Neo Sports”), in exchange for (a) 23,600,000 shares of Company common stock, (b) 100,00 shares of Company Series A Convertible Preferred Stock, and (c) an outstanding contract option right to purchase 3,000,000 shares of the common stock of Company at a price of $1.00 per share (the “Sports Perfecta Transaction”). All common and preferred shares delivered to the Company as part of the Sports Perfecta Transaction were immediately cancelled.

 

All of the Company securities acquired by Neo Sports were immediately transferred to the Company in exchange for 100% of the capital stock of SPI, which was owned by the Company, and a receivable representing a sum owing to the Company by Sports Perfecta in the amount of JPY 185,540,908.

 

On June 27, 2018, the Company sold 100% of the capital stock of Link Bit Consulting Co, Ltd., a Japanese company and subsidiary of the Company (“LinkBit”), to IS Digital Ltd., a Cayman Islands company (“ISD”) for $420,000 in cash, and a sale to ISD of a receivable representing a sum owing to the Company by LBC in the amount of JPY 8,089,625 for $80,000 in cash (the “LinkBit Transaction”).

 

After the foregoing transactions, the Company continues to own as subsidiaries Umajin HK and WRN. WRN is engaged in the business of publishing horse racing information, including upcoming races, race results, and detailed profiles of foreign jockeys who race in Japan.

 

Asserting Claims against the Company

 

Because nearly all of the assets of Grand Perfecta are located in Japan, it would be very difficult to access those assets to satisfy an award entered against Grand Perfecta in a U.S. court.

 

Horse Racing in Japan

 

Horse racing in Japan is a popular equestrian sport with approximately 16,000 horse races held each year, which are predominately flat and jump races. Horse racing is organized and managed by the Japan Racing Association (JRA) and National Association of Racing (NAR), both of which are subject to the supervision of the Ministry of Agriculture, Forestry and Fisheries. This system of government supervision and administration of horse racing is unique to Japan and, we believe, one of the main reasons horse racing in Japan is considered by many the best in the world.

  

In 2017, there were approximately 288 JRA racing days and 1,276 NAR racing days. ‘Racing days’ means the total number of race days of all courses. Total prize money of JRA and NAR races in 2017 was approximately JPY103 billion (about US$915 million). JRA and NAR 2018 figures are not yet available.

 

 

 

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The popularity and large fan following for horse racing in Japan, which translates into a large volume of betting, creates a demand by racing enthusiasts for information on breeding, race history of horses, jockeys, and other matters that may be factors in evaluating races and how to bet the horses. Our business focuses on meeting that demand for information.

 

Our Business

 

Through June 27, 2018, our primary business was the delivery through the Internet and by phone to users and other consumers in Japan information on horse racing and then convert those users to paying customers for enhanced services. Prior to the Sports Perfecta Transaction and the LinkBit Transaction, the remainder of our revenue came from providing sales promotion services and advertisement insertion on the horse racing information website and selling mailing labels derived from our user base to third parties involved in the horse racing industry, which is a service we provide as a sideline to our core business. Since June 27, 2018, the Company’s primary business operations occur through our remaining operating subsidiary, WRN, which is engaged in the business of publishing horse racing information, including upcoming races, race results, and detailed profiles of foreign jockeys who race in Japan.

 

Internet and Phone Services

 

Prior to the Sports Perfecta Transaction and the LinkBit Transaction, we typically maintained 6-10 branded websites which each have different concepts, and which were operated to meet the respective preferences of horse racing fans who are our users and customers. The following is a list of our prior subsidiaries and the websites owned by each that was used to publish racing information for our users.   

 

  · Turf Agent Co., Ltd., published information collected from racehorse owners on its website at http://turfagent.jp. In addition, Turf Agent provides current news about horse fairs, horse-breeding centers, etc. Turf Agent also published articles with tips and advice on how to evaluate and predict the racing performance of horses and how to identify (remarkable/promising) horses in specific races with the goal of fostering better appreciation and enjoyment of horse racing.

 

  · Real Selector Co., Ltd., published information directed at beginners in the appreciation and betting of horse racing on its website at www.real-selector.jp.

 

  · Tau Project Co., Ltd., published analytics on horses and races known as “Next-generation betting ticket purchase theory” on its website at https://to-dai.jp/.

 

  · G1 Project Co., Ltd., published integrated statistical information on a wide range of elements and factors pertaining to horses, jockeys, tracks, races, and other horse racing matters on its website at http://www.g1-pro.jp.

 

  · LinkBit operated a website called “Yoso Ou” at http://keibagod.jp/ that publishes betting lines and provides other track tips, advice and comments to users. From time to time the website also publishes feature articles on upcoming races.

  

All of the foregoing were subsidiaries of LinkBit, and were disposed of in the LinkBit Transaction. After the LinkBit Transaction, Umajin HK and WRN are the only remaining wholly-owned subsidiaries of the Company. WRN started its service in August 2016, publishes horse racing information including upcoming races, race results, and detailed profiles of foreign jockeys who race in Japan.

 

Customers to our Internet and phone information services paid access fees that range between $5 and $1,000, depending on the level of information access desired by the customer. Customers access the information service purchased with a personal user name and password for Internet access and a personal PIN for telephone access. Below is a chart setting forth specifics as to the service offering types and price ranges for each of our major service offerings that we provided through June 27, 2018 and for WRN, that is still operating as our subsidiary. We provide our customers with premium content consisting of single item services, such as information on specific races or events or multiple races on the same day that the customer can access on a one-time or short term basis, package items made up of a combination of single items with common features or trends in items that we identify in single item service purchases, and term items that are published over a period of time and provide broader coverage of events or various aspects of the horse racing industry. In the table below, we identify for each service the price range and type of service offered.

 

 

 

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Service Name Price Range (USD) Service Type
(S = Single Item;
P = Package or Term Item)
Turf Agent $100 - $1,000 S,P
Tau Project $10 - $100 S
G1 Project $100 - $1,000 S,P
Real Selector $100 - $1,000 S,P
Yoso ou $5 - $300 S,P
WRN $30 - $1,000 S,P

  

 

Selling our Services

 

The process of selling our horse racing information services focuses on attracting users to our websites and offering them free content as an inducement to purchase access for more in-depth content. We solicit users to register themselves as a website or a phone user, free of charge, by advertising in a variety of public media channels, including newspapers, magazines, internet, TV, and direct mail, including advertising in our own media and holding events.

 

When users take advantage of our free content we are effectively giving them a sample of what we offer for purchase through our websites. This free content also gives us the opportunity to optimize content offerings to our users. When a user signs on to access our free content, we gather information from the user’s usage that enables us to ascertain preferences and interests, which we use to make more focused service offerings directly to the user. This process enables us to perform a continual sales process with our users to convert them to customers. Historically, we have realized a conversion rate of approximately 6% of free content users making a decision to purchase one or more services. Our sales effort focuses on increasing the number of users, improving and enhancing the users’ experience, and improving our conversion rate to paying customers.

 

We also promote our services to potential users by pursuing a variety of activities that we believe increases public interest in horse racing, develops new horse racing fans, and exposes our websites and information offerings to potential new users.

 

Content

 

Our ability to attract users and sell them our fee-based services depends on the content we have to offer. We pursue a number of activities to generate content for our users.

 

Through June 27, 2018, we had a team that focused on establishing and maintaining relationships with horse owners, trainers, jockeys, and others, all of which were a primary source of current information on what was going on at the track and in the horse racing industry. There are approximately 420 jockeys, 700 horse trainers, and 7,000 horse owners actively working today in Japan.

 

Competition

 

With the popularity of horse racing in Japan and the high demand for information among enthusiasts, there are a substantial number of publications and other information sources that we compete with. We compete with these other publications and services on the basis of the quality of our content. We believe our focus on cultivating information sources allows us to provide better information than our competitors can provide.

  

Specifically, we believe our competitive advantage is based upon:

 

  · Our information-gathering ability (including the quantity and quality of information we gather);

 

  · Our relationships with affiliates and industry personnel on-site;

 

  · Our data analysis programs;

 

 

 

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  · The techniques we use to present and distribute information and analysis in a manner that is highly usable by our customers;

 

  · The volume and quality of information we provide free of charge; and

 

  · Our integrated approach to providing horse racing information on a wide range of elements and factors pertaining to horses, jockeys, tracks, races, and other horse racing matters.

 

Intellectual Property

 

Through June 27, 2018, we held two trademarks in Japan. Since the LinkBit Transaction, we do not possess any trademarks or other intellectual property.

 

Employees

 

Grand Perfecta currently has one employee, Steve Ketter, its Chief Executive Officer. WRN, a wholly owned subsidiary, has two contract employees in Japan.

 

Further Information and Reports

 

We are required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports of certain events on Form 8-K, and proxy and information statements disseminated to stockholders in connection with meetings of stockholders and other stockholder actions. Copies of these and any other materials we file with the Commission may be inspected without charge at the public reference facilities maintained by the Commission in Room 1580 – 100 F Street, N.E., Washington, D.C. 20549. Copies of all or any part of our filings may be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, upon payment of the prescribed fees. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company’s filings with the Commission are also available through its web site at http://www.sec.gov.

  

ITEM 1A. RISK FACTORS

 

Disclosure under this item is not required of a smaller reporting company.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

Our principal business office is located at 123 West Nye Lane, Suite 129, Carson City, NV 89706. We are using the office space of our Chief Executive Officer, Steve Ketter, who is not charging a fee for our use of the space.

 

ITEM 3. LEGAL PROCEEDINGS

 

We may be the subject of certain legal matters that we consider incidental to our business activities. We are not currently aware of any ongoing litigation that will have a material impact on our financial position, liquidity or results of operations.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

The disclosure required by this Item 4 is not applicable to the Company’s business.

 

 

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

The common stock of Grand Perfecta trades in the over-the-counter market under the symbol “GPIW.” The following table sets forth for the respective periods indicated the prices of the common stock in the over-the-counter market, as reported and summarized on the OTC Marketplace. Such prices are based on inter-dealer bid and ask prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

 

Calendar Quarter Ended High Bid ($) Low Bid ($)
     
October 31, 2015 $0.22 $0.14
January 31, 2016 $0.20 $0.12
April 30, 2016 $0.12 $0.07
July 31, 2016 $0.31 $0.07
     
October 31, 2016 $0.56 $0.10
January 31, 2017 $0.11 $0.04
April 30, 2017 $0.08 $0.06
July 31, 2017 $0.07 $0.04
     
October 31, 2017 $0.07 $0.04
January 31, 2018 $0.07 $0.03
April 30, 2018 $0.06 $0.03
July 31, 2018 $0.06 $0.03

 

Unregistered Sales of Equity Securities

 

There are no unregistered sales of securities that have not been reported previously.

 

Dividends

 

We did not make any distributions to shareholders in fiscal years 2018 or 2017. Our present intention is to retain any earnings for use in our business activities, so it is not expected that any dividends on the common stock will be declared and paid in the foreseeable future.

 

Security Holders

 

At December 19, 2018, there were approximately 592 holders of record of our common stock.

 

Equity Compensation Plans

 

As of July 31, 2018, there were no equity securities authorized for issuance under any Company compensation plans.

 

Repurchases of common stock

 

There were no repurchases of equity securities by Grand Perfecta in the year ended July 31, 2018.

 

 

 

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ITEM 6. SELECTED FINANCIAL DATA

 

Disclosure under this item is not required of a smaller reporting company.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should know that there are many factors, both within and outside our control, that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

General

 

Grand Perfecta is engaged in the business of gathering, transmitting and providing horse racing information via various types of media, including a website owned and operated by the wholly owned subsidiary WRN. Prior to the Sports Perfecta Transaction and the LinkBit Transaction, the Company was pursuing development of a fantasy sports offering for a number of different sports, including horse racing, through its wholly-owned subsidiary, Sports Perfecta. A wholly owned subsidiary, Umajin HK, had been delivering information on horse racing to its users through its website similar to LinkBit, however it terminated its services at the end of June 2017.

 

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. Our significant accounting policies are more fully described in the notes to our consolidated financial statements.

 

Basis of Presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with principles generally accepted in the United States of America (“GAAP”) and include the accounts of Grand Perfecta and its wholly-owned subsidiaries LinkBit, Umajin HK, WRN and Sports Perfecta. The Company discontinued the operations of its wholly-owned subsidiaries LinkBit and SPI in June 2018. The accounts for these subsidiaries have been presented in the discontinued operations in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company has determined that three affiliated entities, Space Cultivation Mobile, Japan Horse Circle and Basougu Shokuninkai, which LinkBit conducts business with were variable interest entities and that the Company was 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 non-controlling interest. These three variable interest entities did business with LinkBit. Therefore, these three entities have also been presented in the discontinued operations in the accompanying consolidated financial statements. After the discontinued operations, the Company consists of Grand Perfecta and its two remaining wholly-owned subsidiaries, Umajin HK and WRN There are no variable interest entities since the Company discontinued operations in June 2018.

 

Financial Statement Reclassification

 

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. The prior year amounts have also been modified in these financial statements to properly report amounts under current operations and discontinued operations (see note 7).

 

 

 

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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.

 

Going Concern

 

Based on operating losses and negative cash from operations and the discontinued operations of most of the Company’s operations, substantial doubt exists about the Company’s ability to continue as a going concern. Management’s plan in this regard is to find new operations to enter into and focus on building profitable operations. To finance operations while it finds new operations, the Company will continue financing activity such as taking loans and issuing new shares of the Company’s common stock.

 

As of July 31, 2018, we had cash of $52,716 and a working capital deficit of $574,780 as compared to cash of $102,954 at July 31, 2017, of which $665 related to continuing operations and $102,289 related to discontinued operations. As of July 31, 2017 the working capital deficit was $9,117,835.

 

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.

  

Foreign Exchange

 

The Company’s primary operations are conducted in Japan and performed by its wholly owned subsidiaries LinkBit and WRN. The Company also conducts operations through Sports Perfecta, and its Malaysian subsidiary SPT. A wholly owned subsidiary, Umajin HK, had been delivering information on horse racing to its users through its website similar to LinkBit, however it terminated its service at the end of June 2017. WRN and 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, SPT and WRN into USD at the following balance sheet dates.

 

    Balance Sheet Dates  
    July 31, 2018     July 31, 2017  
Japanese Yen to USD     0.0090       0.0091  
Hong Kong Dollars to USD     0.1274       0.1280  
Malaysian Ringgit to USD     0.2466       0.2335  

 

The following rates were used to translate the accounts of LinkBit, Umajin HK, SPT and WRN into USD for the following operating periods.

 

    For the Year Ended  
    July 31, 2018     July 31, 2017  
Japanese Yen to USD     0.0091       0.0091  
Hong Kong Dollars to USD     0.1278       0.1287  
Malaysian Ringgit to USD     0.2470       0.2321  

 

 

 

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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 July 31, 2018 and 2017.

 

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 July 31, 2018 or 2017.

 

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 at the reporting unit level. There was no impairment of goodwill during the years ended July 31, 2018 and 2017.

 

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. The Company performed this analysis at July 31, 2018 and 2017 and during the prior year determined that the sum of projected future cash flows over the remaining useful life of the intangible assets were negative. Accordingly, the Company recorded an impairment charge of $83,712 during the year ended July 31, 2017. There was no impairment of long-lived assets identified during the year ended July 31, 2018.

 

Fair Value of Financial Instruments

 

In accordance with ASC 820, the carrying value of cash and cash equivalents and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

 

 

  8  

 

 

Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The Company has determined that the book value of its outstanding financial instruments as of July 31, 2018 and 2017 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, Hong Kong, Malaysia and the United States 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 had no losses related to the write off of notes receivable during the year ended July 31, 2018. During the year ended July 31, 2017 the loss related to the write off of notes receivable was $309,400, which is included in discontinued operations in the consolidated statements of operations and comprehensive income (loss).

 

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, 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 certain users, payment is received at the time of purchase and for others it is received after purchase. In either case, the Company recognizes revenue for per-item sales when the requested information is supplied to the user and collection is reasonably assured. For information packages that span a period of time, the Company recognizes revenue over the term of the 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. 

 

Advertising Costs

 

The Company expenses advertising costs as incurred. Advertising costs incurred amounted to $94,997 from discontinued operations and $241,623 ($2,413 from continuing operations and $239,210 from discontinued operations) for the years ended July 31, 2018 and 2017, respectively.

 

 

 

  9  

 

 

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. As of July 31, 2017, 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. As of July 31, 2018, the Company did not have any convertible notes or the options of 3,000,000. As a result, the basic and diluted earnings per share were the same for each of the periods presented.

 

Recent Accounting Pronouncements  

 

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

 

Results of Operations for the Year Ended July 31, 2018 and 2017

 

The following are the results of our operations for the year ended July 31, 2018 as compared to the year ended July 31, 2017:

 

    For the Year Ended        
    7/31/2018     7/31/2017     $ Change  
Net sales   $ 281,021     $ 274,695     $ 6,326  
Total revenue     281,021       274,695       6,326  
                         
Operating Expenses                        
Cost of sales     286,501       250,017       36,484  
Advertising           2,413       (2,413 )
Rent expense           9,575       (9,575 )
Other general and administrative expenses     825,197       1,169,412       (344,215 )
Total operating expenses     1,111,698       1,431,417       (319,719 )
                         
Loss from operations     (830,677 )     (1,156,722 )     326,045  
                         
Other income (expense)                        
Other income (loss)           1,433       (1,433 )
Gain on sale/transfer of subsidiaries     2,245,490             2,245,490  
Total other income (expense)     2,245,490       1,433       2,244,057  
                         
Net income (loss) before provision for income taxes     1,414,813       (1,155,289 )     2,570,102  
Provision for (benefit from) income taxes           637       (637 )
Net income (loss) from continuing operations     1,414,813       (1,155,926 )     2,570,739  
Net income (loss) from discontinued operations     1,913,368       (791,134 )     2,704,502  
Provision for (benefit from) income taxes for discontinued operations     (774,666 )     97,253       (871,919 )
Net loss attributable to GPI stockholders   $ 2,553,515     $ (1,849,807 )   $ 4,403,322  

 

 

 

  10  

 

 

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 increased slightly during the year ended July 31, 2018 as compared to the same period in 2017. However, the majority of operations were discontinued and the only operation generating sales at the end of the year is WRN. The majority of the sales are being presented in the net income (loss) from discontinued operations.

 

Operating Expenses

 

Total operating expenses for the year ended July 31, 2018 were $1,111,698, which represented a decrease of $319,719 as compared to the same period in 2017. The lower operating expenses are due to the decreased operations. WRN will continue to have operating expense that should be consistent with the current year. The majority of the operating expenses from prior operations are presented in net income (loss) from discontinued operations.

 

Other Income/ (Expenses)

 

Total other income/expense for the year ended July 31, 2018 amounted to a gain of $2,245,490, which increased by $2,244,057 as compared to the same period in 2017. The increase in other expenses is primarily due to the gain on discontinued operations for the disposal of LinkBit and SPI during the current year.

 

Liquidity and Capital Resources

 

Based on operating losses and negative cash from operations and the discontinued operations of the majority of the Company’s operations, substantial doubt exists about the Company’s ability to continue as a going concern. Management’s plan in this regard is to find new operations to bring in to the Company. To finance operations the Company will continue financing activity such as taking loans and issuing new shares of the Company’s common stock.

 

As of July 31, 2018, we had cash of $52,716 and a working capital deficit of $574,780 as compared to cash of $102,954 at July 31, 2017, of which $665 related to continuing operations and $102,289 related to discontinued operations. As of July 31, 2017 the working capital deficit was $9,117,835.

 

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 years ended July 31, 2018 and 2017.

 

    Year Ended  
    July 31, 2018     July 31, 2017  
Cash flows provided by (used in) operating activities   $ 545,668     $ (753,380 )
Cash flows provided by (used in) investing activities   $ 604,938     $ (227,010 )
Cash flows provided by (used in) financing activities   $ (1,201,994 )   $ 1,005,285  

 

Net cash flows provided by operating activities for the year ended July 31, 2018 amounted to $545,668, compared to net cash used of $753,380 for the year ended July 31, 2017. Net cash flows provided by operating activities were higher during the year ended July 31, 2018 due to profitable operations during the year compared with net cash flows used by operations during the year ended July 31, 2017, offset with an increase in accounts payable and accrued liabilities in the prior year.

 

 

 

  11  

 

 

Net cash provided by investing activities amounted to $604,938 for the year ended July 31, 2018, compared with net cash used of $227,010 for the year ended July 31, 2017. The cash flows provided by investing activities during the year ended July 31, 2018 was due primarily to the proceeds from the disposal of the subsidiaries of $427,673 and investing activities of discontinued operations of $177,265 which was a result of proceeds from the collection of notes receivable lending of $511,570 offset with payments for notes receivable lending of $330,046 and the purchase of property and equipment of $4,259. The cash flows used in investing activities during the year ended July 31, 2017 was due to investing activities of discontinued operations of $227,010 which was made up of the purchase of property and equipment of $135,700, payments for note receivable lending of $618,927, offset by $527,617 in proceeds from the collection of notes receivables.

 

Net cash used in financing activities for the year ended July 31, 2018 amounted to $1,201,994, as compared to net cash provided by $1,005,285 for the year ended July 31, 2017. Our cash used in financing activities during the year ended July 31, 2018 of $1,201,994 was the result of financing activities of discontinued operations which included $2,093,000 in proceeds from notes payable offset by payments made on outstanding notes payable of $3,130,400 and payments made on outstanding notes payable to related parties of $164,594. Our cash provided by financing activities during the year ended July 31, 2017 of $1,005,285 was primarily the result of $1,630,000 in proceeds from the sale of stock, offset by financing activities of discontinued operations which included proceeds of $955,500 from notes payable borrowing, and proceeds of $1,274,000 from related party notes payable borrowing, offset by $1,246,700 in payments made on outstanding notes payable, $1,001,000 in payments made on our convertible note payable, and $606,515 in payments made on our related party notes payable. 

 

Description of Indebtedness

 

 

The following is a summary of our outstanding notes payable as of July 31, 2018 and July 31, 2017. All of these notes were included in the discontinued operations of the Company’s subsidiaries.

 

    July 31, 2018     July 31, 2017  
Unsecured note payable issued on June 15, 2016, due on December 15, 2016, bearing interest at 15% per annum (21.9% per annum after the maturity date) due monthly. This note was transferred as part of the discontinued operations.   $     $ 910,000  
Unsecured note payable issued on December 20, 2011, due on December 31, 2016, bearing interest at 15% per annum (18% per annum after the maturity date) due monthly. This note was transferred as part of the discontinued operations.           1,911,000  
Unsecured note payable issued on December 18, 2015, due in 20 monthly installments from July 31, 2017 through February 28, 2019, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.           864,500  
Unsecured note payable issued on February 5, 2016, due in 23 installments of JPY 3,000,000 beginning in February 2017 and a final installment of JPY 31,000,000 in January 2019, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.           746,200  
Unsecured note payable issued on June 28, 2017, payable in full on June 30, 2018, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.           418,600  
Unsecured note payable issued on July 20, 2011, due on July 20, 2018, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.           273,000  
Unsecured notes payable, non-interest bearing, due on demand. This note was transferred as part of the discontinued operations.           41,336  
Total notes payable           5,164,636  
Less: current portion of notes payable           (4,427,536 )
Long-term portion of notes payable   $     $ 737,100  

 

 

 

  12  

 

 

We also had notes payable outstanding from former related parties, all of which were either due on demand or due during the year ended July 31, 2018. The following is a summary of our outstanding balances due to related parties as of July 31, 2018 and 2017. All of these notes were included in the discontinued operations of the Company’s subsidiaries.

  

    July 31, 2018     July 31, 2017  
Unsecured note payable issued on March 26, 2012, due on demand, bearing interest at 1% per annum due monthly. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.   $     $ 910,000  
Unsecured note payable issued on January 30, 2013, due on demand, bearing interest at 1% per annum due monthly. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.           455,000  
Unsecured note payable issued on June 14, 2016, non-interest bearing and due on October 31, 2017 discounted using an effective interest rate of 12%. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.           273,000  
Unsecured short-term borrowing on April 25, 2017, non-interest bearing and due on demand. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.           345,800  
Unsecured note payable issued on September 21, 2016, due on October 31, 2017 discounted using an effective interest rate of 12%. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.           273,000  
Unsecured note payable due to the Company's former Chairman and CEO, non-interest bearing and due on demand. This debt was transferred with the discontinued operations.           1,001,509  
Total notes payable to related parties           3,258,309  
Discount on notes payable to related parties           16,515  
Notes payable to related parties, net   $     $ 3,241,794  

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Disclosure under this item is not required of a smaller reporting company.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Grand Perfecta’s financial statements appear at the end of this report beginning with the Index to Financial Statements on page F-1.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Not applicable.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) of the Exchange Act, the Company's management, under the supervision of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based upon such evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective at July 31, 2018.

 

 

 

  13  

 

 

Changes in Internal Control over Financial Reporting

 

In June 2018, the Company discontinued most of its operations and disposed of these operating subsidiaries. Along with this change, the then current management and directors of the Company resigned. New management and a new single board of director member has been put in place. Because of the lack of additional personnel, there is a weakness in segregation of duties and a weakness in qualified in-house personnel within the Company. Based on these changes, there were significant changes in our internal control over financial reporting during the year ended July 31, 2018.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). The Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

 

Owing to its inherent limitations, any system of internal control over financial reporting, no matter how well designed and operated, can provide only reasonable assurance with respect to financial statement preparation and presentation. Accordingly, the Company's internal controls over financial reporting was designed to provide reasonable assurance to its management and board of directors regarding the preparation and fair presentation of the Company's published financial statements.

 

Management assessed the effectiveness of the Company's internal control over financial reporting as of July 31, 2018, using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such assessment, management concluded that the Company's internal control over financial reporting was not effective as of July 31, 2018.

 

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. As a result of management’s evaluation described above, it concluded that the Company had a significant control deficiency as of July 31, 2018 that constituted a material weakness in our internal control over financial reporting. Management has determined that the Company lacks the processes and procedures to ensure all financial events and transactions are recorded in accordance with US GAAP. More specifically, the Company engages third party service providers to assist with the preparation of its financial statements in accordance with US GAAP and to assist with the preparation of its US income taxes, however, the Company lacks in-house personnel capable of reviewing and overseeing this effort.

 

This Annual Report on form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the rules of the SEC that permit the company to provide only management's report in this Annual Report.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 

 

 

  14  

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors and officers

 

Set forth in the table below are the names, ages and positions of our current directors and executive officers. None of our directors or executive officers has any family relationship to any other director or executive officer.

 

Name   Age   Position
         
Steve Ketter   51   Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer

 

All executive officers are elected by the board and hold office until their successors are duly elected and qualified. Each director is elected by the stockholders and serves until resignation or election of a successor by the stockholders.

 

Biographies

 

The following is information on the business experience of each of the officers and directors.

 

Steve Ketter, Chairman of the Board of Directors of the Company, Chief Executive Officer, Chief Financial Officer. Steve Ketter, age 51, has been self-employed for the past five years as an advisor on business development, operations management, and strategic forecasting. The majority of his career has been spent in corporate risk management. He has handled fraud matters, investigations, executive protection and threat assessments. He received his Bachelor of Science degree in Business Management from Towson State University in 1991.

 

Audit Committee; Financial Expert

 

The Board of directors has not established an audit committee, so the entire Board of Directors performs the functions associated with an audit committee, including, evaluating financial reporting matters, monitoring internal controls, compliance with internal financial policies, and engaging the registered independent accounting firm to audit the financial statements of Grand Perfecta. At present Grand Perfecta does not have a financial expert serving on the Board within the meaning of Item 407(d)(5)(ii) of Regulation S-K. The Board of Directors believes a financial expert would be advantageous and expects it will pursue a process for recruiting a financial expert to serve on the Board.

 

Director Nominations

 

The Board of Directors has not made any changes to the procedures by which security holders may recommend nominee’s to our Board of Directors.

 

Board Leadership Structure

 

Our Chairman of the Board also performs the functions and duties normally associated with a principal executive officer. The Board of Directors does not have a lead independent director. In light of the Company’s level of operations at present and its status as a smaller reporting company, the Board believes the Company’s current leadership structure is appropriate. All of our Board members are engaged directly and regularly in the operations of the Company, so we believe the Board is exposed to, or has the opportunity to discover and evaluate, all areas of meaningful risk pertaining to the Company’s operations and to manage those risks at acceptable levels for the Company.

 

Code of Ethics

 

We adopted a Code of Ethics and Business Conduct (the “Code of Conduct”) that applies to all of our officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Conduct establishes standards and guidelines to assist our directors, officers, and employees in complying with both the Company’s corporate policies and with the law.

 

 

 

  15  

 

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors, and persons who beneficially own more than 10% of Grand Perfecta’s common stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than 10% beneficial owners are required by Securities and Exchange Commission regulations to furnish Grand Perfecta with copies of all Section 16(a) forms they file. Based solely on Grand Perfecta’s review of copies of such reports and representations from Grand Perfecta’s executive officers and directors, and greater than ten-percent beneficial owners, Grand Perfecta’s believes that its executive officers and directors complied with all Section 16(a) filing requirements during the fiscal year ended July 31, 2018.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Executive Compensation

 

The following table sets forth the cash and other compensation paid by the Company to our named executive officers for the years ended July 31, 2018 and 2017.

 

Name and Principal Position Year   Salary ($)   Total ($)

Steve Ketter

Chief Executive Officer

2018

2017

 

6,000

 

6,000

           

Shuya Watanabe

Former Chief Executive Officer

2018

2017

 

129,675

491,400

 

129,675

491,400

           

Takashi Ozawa

Former Chief Operations Officer

2018

2017

 

129,675

491,400

 

129,675

491,400

           

Masashi Takegaki

Former Chief Financial Officer

2018

2017

 

100,100

120,120

 

100,100

120,120

 

Narrative Discussion of Compensation Table

 

The Board of Directors determines directors’ and officers’ salaries annually or as circumstances may otherwise warrant, usually in the month of October each year. Compensation decisions are based on a number of considerations. Some of the relevant factors considered in any given year may include:

 

  · Risk associated with serving as an officer or director;

 

  · The budget for the next year and the portion of the budget allocated to compensation;

 

  · Performance of the Company in the prior year, and the contribution of an officer to Company success;

 

  · Company goals for the coming year and incentivizing officers with compensation; and

 

  · The level of compensation customary in Japan for executives performing similar functions in companies of similar size or in the same industry.

 

 

 

  16  

 

 

Employee Benefit and Incentive Plans

 

We do not have any benefit or incentive plans for our executive officers.

 

Director Compensation

 

The following table sets forth the cash and other compensation paid by the Company to our former non-employee Directors for the years ended July 31, 2018 and 2017.

 

Name Year   Cash Fees ($)   Total ($)
           
Motonori Okai

2018

2017

 

0

0

 

0

0

           
Hideaki Takahashi (1)

2018

2017

 

100,100

109,200

 

100,100

109,200

           
Akira Tanabe

2018

2017

 

0

0

 

0

0

           
Enrique Marchese (2)

2018

2017

 

10,000

30,000

 

10,000

30,000

 

(1)       The amount paid to Mr. Takahashi is compensation for his services as a director of LinkBit and the sole director of Umajin HK.

 

(2)       Mr. Marchese is paid an annual fee of $30,000 for his service as a director.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Security Ownership of Management

 

The following table sets forth as of January 16, 2019, the number and percentage of the outstanding shares of common stock which, according to the information supplied to Grand Perfecta, were beneficially owned by (i) each person who is currently a director, (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding common stock. As of that date the Company had 4,977,332 shares of its common stock and 0 shares of its Series A Preferred Stock issued and outstanding.

  

5% Beneficial Owners (excluding officers and directors) Number of Shares Beneficially Owned (1)   Percent of Class (1)
       

Capital Advisors, LLC

P.O. Box 901658

Sandy, Utah 84090-1658

1,080,000   21.7%
       
Directors and Officers      
       
Steve Ketter 0   0%
       
All directors and named executive officers as a group (1 person) 0   0%

 

(1)       The Company believes that each stockholder has sole voting and investment power with respect to the shares of common stock listed, except as otherwise noted. The number of shares beneficially owned by each stockholder is determined under rules of the SEC, and the information is not necessarily indicative of ownership for any other purpose. Under these rules, beneficial ownership includes (i) any shares as to which the person has sole or shared voting power or investment power, and (ii) any shares that the individual has the right to acquire within 60 days through the exercise of any stock option, warrant, conversion of preferred stock or other right, but such shares are deemed to be outstanding only for the purposes of computing the percentage ownership of the person that beneficially owns such shares and not for any other person shown in the table. The inclusion herein of any shares of common stock deemed beneficially owned does not constitute an admission by such stockholder of beneficial ownership of those shares of common stock. All percentage calculations are based on 4,977,332 shares of common stock issued and outstanding on January 16, 2019.

  

 

  17  

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

 

In June 2018, the Company entered into a consulting agreement with its new CEO and sole director. The agreement was for five months from June through October. The Company agreed to pay him $3,000 per month for his services in running the Company and making sure that the required audit and filings get completed. As of July 31, 2018 the Company had $6,000 in accrued liabilities for this agreement.

 

The following related party transactions were all related to the Company’s previous management and the discontinued operations. These related party transactions all were eliminated with the discontinuation of LBC and SPI:

 

Shuya Watanabe, the Company’s former CEO and Chairman, made advances to LinkBit in prior periods that totaled JPY110,055,904 (approximately US$1,002,000) at July 31, 2017. During the year ended July 31, 2018, Mr. Watanabe did not make additional advances and received repayments of advances of JPY5,687,286 (approximately $52,000). There is no stated interest on the advances and no stated maturity date. This advance was part of the discontinued operations and was transferred with the disposal transactions in June 2018. As of July 31, 2018, the total outstanding advances due by the Company was $0.

 

Motonori Okai, a former director of the Company, is the responsible director and sole owner of Umajin Japan. Grand Perfecta and Umajin Japan have an agreement pursuant to which Umajin Japan provides to Grand Perfecta horserace information for a fee of 16 million yen per month (inclusive of consumption tax) and horseracing related email magazine and web page content for a fee of 7 million yen per month (inclusive of consumption tax) for a total of 23 million Yen per month. The Company and Umajn Japan agreed to reduce the monthly fees from 23 million Yen to 11 million Yen subsequent to October 2016. Subsequent to February 2017, the Company and Umajin Japan agreed to reduce the fee to 8 million Yen per month through July 2018. Payments to Umajin Japan were JPY80,740,747 (approximately US$735,000), including consumption tax payments of JPY6,459,253 (approximately US$59,000) in fiscal year 2018. This agreement was also included in the discontinued operations and was transferred with the disposal transactions in June 2018.

 

Akira Tanabe, a former director of the Company, is the representative director of Clara Ltd., which has made advances to LinkBit that totaled JPY180,000,000 (approximately US$1,638,000) at July 31, 2017. The interest rate on the advances is 1% per annum, and is due upon demand. Interest payments to Clara Ltd. for fiscal year 2018 totaled JPY479,178 (approximately US$4,400). This advance was part of the discontinued operations and was transferred with the disposal transactions in June 2018. As of July 31, 2018, the total outstanding advances due by the Company was $0.

 

Additionally, LinkBit entered into an agreement with Clara Ltd. allowing them access to the LinkBit’s database containing certain horse racing information for an indefinite period. As compensation, LinkBit will receive a total of JPY30,000,000, resulting in USD$273,000 of revenue for LinkBit in fiscal year 2017. The fee under this agreement is payable in 10 monthly installments starting in November 2016. As of July 31, 2017, the amount due under this agreement was JPY3,000,000 (USD$27,300) which was paid in full in August of 2017. This agreement was also included in the discontinued operations and was transferred with the disposal transactions in June 2018.

 

Additionally, LinkBit is a party to a services agreement with Cheval Attache Co., Ltd. (of which Mr. Tanabe (a former director of the Company) is a representative director) dated August 2014. Cheval Attache delivers services relating to content and application development. LinkBit pays a monthly fee of JPY1,000,000 (approximately US$9,000) to Cheval Attache. During fiscal year 2018 a total of JPY11,880,000 (approximately US$108,000) in service fees was paid to Cheval Attache. This agreement was also included in the discontinued operations and was transferred with the disposal transactions in June 2018.

 

 

 

  18  

 

 

Cheval Attache also made advances totaling JPY68,000,000 (approximately USD$618,800) at July 31, 2017. There is no stated interest on the advances and they are due on demand. This advance was part of the discontinued operations and was transferred with the disposal transactions in June 2018. As of July 31, 2018, the total outstanding advances due by the Company was $0.

 

Director Independence

 

Our common stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation or if there have been certain transactions between the Company and the director or another company with which the director is affiliated. Under these standards, there is no director that the Board of Directors has determined is an independent director.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The aggregate fees billed to the Company by its principal accountants for the years ended July 31, 2018 and 2017, for professional fees are as follows:

  

    2018     2017  
             
Audit fees   $ 140,000     $ 170,000  
Audit related fees            
Total audit and related fees     140,000       170,000  
                 
Other consulting fees            
Tax fees            
Total fees   $ 140,000     $ 170,000  

 

Audit Fees and audit related fees are amounts billed for professional services that our independent public accounting firm provided for the audit of our annual financial statements, review of the financial statements included in our reports on 10-Q, and other services typically provided by an accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

 

 

 

  19  

 

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K:

 

Exhibit No.   Title of Document
     
3.1   Articles of Incorporation of Grand Perfecta, Inc. (formerly known as STI Holdings, Inc.) (1)
     
3.2   Bylaws of Grand Perfecta, Inc. (1)
     
3.3   Certificate of Amendment to Articles of Incorporation dated January 9, 2008, designating preferred stock as Series A Convertible Preferred Stock (1)
     
3.4   Certificate of Amendment to Articles of Incorporation dated June 21, 2011, for Designation of Rights, Privileges, and Preferences of Series A Convertible Preferred Stock of Grand Perfecta, Inc. (formerly known as STI Holdings, Inc.) (1)
     
3.5   Certificate of Amendment to Articles of Incorporation dated March 29, 2013, for name change of STI Holdings, Inc. to Grand Perfecta, Inc . (1)
     
4.1   Convertible Debenture dated March 5, 2015 with respect to JPY200,000,000 principal amount of convertible notes bearing interest at 1.0% per annum (1)
     
4.2   First Amendment dated March 2, 2016, to the Convertible Debenture dated March 5, 2015 (2)
     
10.1   Service Agreement dated August 1, 2014 between Link Bit Consulting Co., Ltd. and Cheval Attache Co., Ltd. (1)
     
10.2   Loan Agreement dated March 26, 2012 between Clara Ltd., as lender, and Link Bit Consulting Co., Ltd., as borrower (1)
     
10.3   Revised Loan Agreement dated January 29, 2013 between Clara Ltd., as lender, and Link Bit Co., Ltd., as borrower (1)
     
10.4   Offshore Securities Purchase Agreement dated as of March 5, 2015 between Grand Perfecta, Inc. and Europlus International Ltd. (1)
     
10.5   Link Bit Co., Ltd. office lease with Tokyo Teleport Center Co., Ltd. dated August 31, 2014 (1)
     
10.6   Stock Purchase Agreement dated June 11, 2014 between Grand Perfecta, Inc. and Kuzuaki Goto (1) 
     
10.7   Lease (license) between Umajin Hong Kong Ltd and Apex Business Centre Limited dated as of June 25, 2014 (1)
     
10.8   Offer Letter between Grand Perfecta, Inc. and Enrique Marchese dated May 8, 2014 (1)
     
10.9   Note Payment and Satisfaction Agreement between Link Bit Consulting Co., Ltd., and Umajin Co. Ltd., dated October 28, 2015 (3)
     
10.10   Services Agreement between Link Bit Consulting Co., Ltd., and Umajin Co. Ltd., dated November 1, 2015 (3)
     
10.11   Money Loan Agreement between Link Bit Consulting Co., Ltd., and Fuji Kigyo Co., Ltd., dated December 18, 2015 (4)
     
10.12   Loan Agreement dated June 15, 2016, between Link Bit Consulting Co., Ltd., and Toshiro Ohshimo (6)
     
10.13   Offshore Securities Purchase Agreement dated August 23, 2016, between Grand Perfecta, Inc., and Sakura Corporation (6)

 

 

 

  20  

 

 

10.14   Offshore Securities Purchase Agreement dated March 31, 2017, between Grand Perfecta, Inc., and Heart Corporation (7)
     
14.1   Code of Ethics (5)
     
21.1   List of Subsidiaries
     
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   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted 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

 

(1)       These exhibits are incorporated herein by this reference to our registration statement on Form 10, filed with the Securities and Exchange Commission on April 15, 2015.

 

(2)       This exhibit is incorporated herein by this reference to our report on Form 10-Q for the period ended April 30, 2016, filed with the Securities and Exchange Commission on June 14, 2016.

 

(3)       These exhibits are incorporated herein by this reference to our report on Form 10-Q for the period ended October 31, 2015, filed with the Securities and Exchange Commission on December 15, 2015.

 

(4)       This exhibit is incorporated herein by this reference to our report on Form 10-Q for the period ended January 31, 2016, filed with the Securities and Exchange Commission on March 16, 2016.

 

(5)       These exhibits are incorporated herein by this reference to our report on Form 10-K for the period ended July 31, 2015, filed with the Securities and Exchange Commission on November 13, 2015.

 

(6)       These exhibits are incorporated herein by this reference to our report on Form 10-K for the period ended July 31, 2016, filed with the Securities and Exchange Commission on November 8, 2016.

 

(7)       These exhibits are incorporated herein by this reference to our report on Form 10-K for the period ended July 31, 2017, filed with the Securities and Exchange Commission on November 2, 2017.

 

 

 

 

 

  21  

 

  

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  GRAND PERFECTA, INC.
       
       
Date: January 25, 2019 By /s/ Steve Ketter  
    Steve Ketter, Chief Executive Officer  
    (Principal Executive Officer)  
       
       
Date: January 25, 2019 By /s/ Steve Ketter  
    Steve Ketter, Chief Financial Officer  
    (Principal Financial and Accounting Officer)  
         
         

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: January 25, 2019 /s/ Steve Ketter
  Steve Ketter, Director

 

 

 

 

 

 

 

 

 

 

  22  

 

 

 

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements

Grand Perfecta, Inc.

 

  Page
Reports of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations and Comprehensive Income F-4
Consolidated Statements of Stockholders’ Equity (Deficit) F-5
Consolidated Statements of Cash Flows F-6
Notes to the Consolidated Financial Statements F-7

 

 

 

 

 

 

 

 

 

 

 

 

 

  F- 1  

 

 

MAC ACCOUNTING GROUP, LLP

CERTIFIED PUBLIC ACCOUNTANTS

 

 

Report of Independent Registered Public Accounting Firm

 

TO THE SHAREHOLDERS AND THE BOARD OF DIRECTORS OF GRAND PERFECTA, INC.

 

OPINION ON THE FINANCIAL STATEMENTS

 

WE HAVE AUDITED THE ACCOMPANYING CONSOLIDATED BALANCE SHEETS OF GRAND PERFECTA, INC. AND ITS SUBSIDIARIES (THE COMPANY) AS OF JULY 31, 2018 AND 2017, THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE INCOME (LOSS), STOCKHOLDERS' EQUITY (DEFICIT) AND CASH FLOWS FOR THE YEARS THEN ENDED, AND THE RELATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (COLLECTIVELY, THE FINANCIAL STATEMENTS). IN OUR OPINION, THE FINANCIAL STATEMENTS PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF THE COMPANY AS OF JULY 31, 2018 AND 2017, AND THE RESULTS OF ITS OPERATIONS AND ITS CASH FLOWS FOR THE YEARS THEN ENDED, IN CONFORMITY WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA.

 

GOING CONCERN

 

THE ACCOMPANYING FINANCIAL STATEMENTS HAVE BEEN PREPARED ASSUMING THAT THE COMPANY WILL CONTINUE AS A GOING CONCERN. AS DISCUSSED IN NOTE 2 TO THE FINANCIAL STATEMENTS, THE COMPANY HAS SUFFERED RECURRING LOSSES FROM OPERATIONS, NEGATIVE CASH FLOWS FROM OPERATIONS, AND HAS DISCONTINUED SUBSTANTIALLY ALL OF ITS OPERATIONS. THIS RAISES SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN. MANAGEMENT'S PLANS IN REGARD TO THESE MATTERS ALSO ARE DESCRIBED IN NOTE 2. THE FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT RESULT FROM THE OUTCOME OF THIS UNCERTAINTY.

 

BASIS FOR OPINION

 

THESE FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY’S MANAGEMENT. OUR RESPONSIBILITY IS TO EXPRESS AN OPINION ON THE COMPANY’S FINANCIAL STATEMENTS BASED ON OUR AUDITS. WE ARE A PUBLIC ACCOUNTING FIRM REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (UNITED STATES) (PCAOB) AND ARE REQUIRED TO BE INDEPENDENT WITH RESPECT TO THE COMPANY IN ACCORDANCE WITH U.S. FEDERAL SECURITIES LAWS AND THE APPLICABLE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION AND THE PCAOB.

 

WE CONDUCTED OUR AUDITS IN ACCORDANCE WITH THE STANDARDS OF THE PCAOB. THOSE STANDARDS REQUIRE THAT WE PLAN AND PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT, WHETHER DUE TO ERROR OR FRAUD. THE COMPANY IS NOT REQUIRED TO HAVE, NOR WERE WE ENGAGED TO PERFORM, AN AUDIT OF ITS INTERNAL CONTROL OVER FINANCIAL REPORTING. AS PART OF OUR AUDITS WE ARE REQUIRED TO OBTAIN AN UNDERSTANDING OF INTERNAL CONTROL OVER FINANCIAL REPORTING BUT NOT FOR THE PURPOSE OF EXPRESSING AN OPINION ON THE EFFECTIVENESS OF THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING. ACCORDINGLY, WE EXPRESS NO SUCH OPINION.

 

OUR AUDITS INCLUDED PERFORMING PROCEDURES TO ASSESS THE RISKS OF MATERIAL MISSTATEMENT OF THE FINANCIAL STATEMENTS, WHETHER DUE TO ERROR OR FRAUD, AND PERFORMING PROCEDURES THAT RESPOND TO THOSE RISKS. SUCH PROCEDURES INCLUDED EXAMINING, ON A TEST BASIS, EVIDENCE REGARDING THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS. OUR AUDITS ALSO INCLUDED EVALUATING THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT ESTIMATES MADE BY MANAGEMENT, AS WELL AS EVALUATING THE OVERALL PRESENTATION OF THE FINANCIAL STATEMENTS. WE BELIEVE THAT OUR AUDITS PROVIDE A REASONABLE BASIS FOR OUR OPINION.

 

/s/ M AC A CCOUNTING G ROUP , LLP

 

WE HAVE SERVED AS THE COMPANY'S AUDITOR SINCE 2016.

 

MIDVALE, UTAH
JANUARY 25, 2019

 

 

 

 

WWW.MACACCOUNTINGGROUP.COM

1070 MECHAM LANE, MIDVALE, UTAH 84047

801.414.3664

 

  F- 2  

 

 

GRAND PERFECTA, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

    July 31, 2018     July 31, 2017  
Assets            
Current assets                
Cash   $ 52,716     $ 665  
Accounts receivable, net     8,632       19,735  
Current assets of discontinued operations           3,489,454  
Total current assets     61,348       3,509,854  
                 
Other assets                
Other assets           2,176  
Other assets of discontinued operations           8,461,948  
Total other assets           8,464,124  
Total assets   $ 61,348     $ 11,973,978  
                 
Liabilities and Stockholders' Equity (Deficit)                
Current liabilities                
Accounts payable, related party payable, and accrued expenses   $ 627,666     $ 641,440  
Deferred revenues     8,462        
Taxes payable           637  
Current liabilities of discontinued operations           11,985,612  
Total current liabilities     636,128       12,627,689  
Long-term portion of notes payable of discontinued operations           737,100  
Total liabilities     636,128       13,364,789  
                 
Commitments and contingencies            
                 
Stockholders' equity (deficit)                
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 0 and 100,000 shares issued and outstanding as of July 31, 2018 and 2017, respectively           100  
Common stock, $0.001 par value, 500,000,000 shares authorized, 4,977,332 and 31,800,000 shares issued and outstanding as of July 31, 2018 and 2017, respectively     4,977       31,800  
Additional paid-in capital     4,594,285       5,752,362  
Accumulated deficit     (5,152,172 )     (7,705,687 )
Accumulated other comprehensive income     (21,870 )     325,864  
Total GPI stockholders' equity (deficit)     (574,780 )     (1,595,561 )
Noncontrolling interest           204,750  
Total stockholders' equity (deficit)     (574,780 )     (1,390,811 )
Total liabilities and stockholders' equity (deficit)   $ 61,348     $ 11,973,978  

 

See accompanying notes to consolidated financial statements

 

 

  F- 3  

 

 

GRAND PERFECTA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

   

  For the Year Ended  
  July 31, 2018     July 31, 2017  
Net sales   $ 281,021     $ 274,695  
Total revenues     281,021       274,695  
                 
Operating expenses                
Cost of sales     286,501       250,017  
Advertising           2,413  
Rent expense           9,575  
General and administrative expenses     825,197       1,169,412  
Total operating expenses     1,111,698       1,431,417  
                 
Loss from operations     (830,677 )     (1,156,722 )
                 
Other income (expense)                
Other income (expense)           1,433  
Gain on sale/transfer of subsidiaries     2,245,490        
Total other income (expense)     2,245,490       1,433  
                 
Net income (loss) before provision for income taxes     1,414,813       (1,155,289 )
Provision for (benefit from) income taxes           637  
Net income (loss) from continuing operations     1,414,813       (1,155,926 )
Income (loss) from operations of discontinued operations     1,913,368       (791,134 )
Provision for (benefit from) income taxes for discontinued operations     (774,666 )     97,253  
Net income (loss) from discontinued operations     1,138,702       (693,881 )
Net income (loss)   $ 2,553,515     $ (1,849,807 )
                 
Net income (loss) per share from continuing operations, basic and diluted   $ 0.05     $ (0.04 )
Net income (loss) per share from discontinued operations, basic and diluted   $ 0.04     $ (0.02 )
Net income (loss) per share, basic and diluted   $ 0.09     $ (0.06 )
Weighted average number of common shares outstanding, basic and diluted     29,369,231       31,251,781  
                 
Other comprehensive income (loss)                
Foreign currency translation adjustments     (347,734 )     27,865  
Comprehensive income (loss)     2,205,781       (1,821,942 )
Comprehensive income (loss) attributable to non-controlling interest     (204,750 )     (15,688 )
Comprehensive income (loss) attributable to GPI stockholders   $ 2,001,031     $ (1,837,630 )

 

See accompanying notes to consolidated financial statements

 

 

 

  F- 4  

 

 

GRAND PERFECTA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

Preferred Stock   Common Stock   Additional Paid-in   Accumulated   Accumulated Other Comprehensive   Non-controlling      
Shares   Amount   Shares   Amount   Capital   Deficit   Income   Interest   Total  
Balance, July 31, 2016   100,000   $ 100     30,100,000   $ 30,100   $ 4,062,308   $ (5,855,880 ) $ 297,999   $ 220,438   $ (1,244,935 )
Sale of stock           1,700,000     1,700     1,628,300                 1,630,000  
Discount from note payable to related parties                   61,754                 61,754  
Foreign currency translation adjustment                           27,865     (15,688 )   12,177  
Net loss                       (1,849,807 )           (1,849,807 )
Balance, July 31, 2017   100,000     100     31,800,000     31,800     5,752,362     (7,705,687 )   325,864     204,750     (1,390,811 )
Shares received in exchange for interest in subsidiary   (100,000 )   (100 )   (26,822,668 )   (26,823 )   (1,158,077 )           (204,750 )   (1,389,750 )
Foreign currency translation adjustment                           (347,734 )       (347,734 )
Net income                       2,553,515             2,553,515  
Balance, July 31, 2018     $     4,977,332   $ 4,977   $ 4,594,285   $ (5,152,172 ) $ (21,870 ) $   $ (574,780 )

 

See accompanying notes to consolidated financial statements

 

 

 

  F- 5  

 

 

GRAND PERFECTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

For the Year Ended  
July 31, 2018   July 31, 2017  
Cash flows from operating activities            
Net income (loss) $ 2,553,515   $ (1,849,807 )
Net income (loss) from discontinued operations   (1,138,702 )   693,881  
Adjustments to reconcile net loss to net cash used in operating activities:            
Gain on sale/transfer of subsidiaries   (2,245,490 )    
Changes in operating assets and liabilities:            
Accounts receivable   11,007     (18,963 )
Prepaid expenses and other current assets   2,173      
Accounts payable, related party payable, and accrued expenses   24,654     556,855  
Deferred revenue   8,556      
Operating cash flows from discontinued operations   1,329,955     (135,346 )
Net cash provided by (used in) operating activities   545,668     (753,380 )
             
Cash flows from investing activities            
Proceeds from sale of interest in subsidiary, net   427,673      
Investing activities of discontinued operations   177,265     (227,010 )
Net cash provided by (used in) investing activities   604,938     (227,010 )
             
Cash flows from financing activities            
Sale of common stock       1,630,000  
Financing activities of discontinued operations   (1,201,994 )   (624,715 )
Net cash provided by (used in) financing activities   (1,201,994 )   1,005,285  
Effect of exchange rate fluctuations on cash   1,150     (5,236 )
             
Net change in cash   (50,238 )   19,659  
Cash, beginning of the period   102,954     83,295  
Cash, end of the period   52,716     102,954  
Less cash of discontinued operations, end of the period       (102,289 )
Cash of continuing operations, end of the period $ 52,716   $ 665  
             
Supplemental disclosure of cash flow information:            
Interest paid $ 674,975   $ 797,702  
Income taxes paid $ 23,078   $ 22,383  
             
Supplemental disclosure of non-cash investing and financing information:            
Increase in additional paid in capital and debt discount for imputed interest $   $ 61,754  
Assumption of payable balance to subsidiary $ (90,956 ) $  
Assumption of receivable balance from subsidiary $ 344,531   $  
Shares returned and cancelled for sale of SPI $ 1,185,000   $  
Shares returned and cancelled for no consideration $ 3,223   $  

 

See accompanying notes to consolidated financial statements

  

 

 

  F- 6  

 

 

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, Grand Perfecta completed an Agreement and Plan of Reorganization whereby it acquired 100% of the issued and outstanding shares of Link Bit Consulting Co, Ltd. (“LinkBit”), 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, Grand Perfecta 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. 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 6). On January 7, 2016, Sports Perfecta acquired 100% of the outstanding stock of Just Mobile Sdn. Bhd. (“Just Mobile”), a Malaysian company (see Note 6). On January 20, 2016, Just Mobile changed its name to Sports Perfecta Technologies Sdn Bhd (“SPT”). The operations of Just Mobile are referred to as SPT after the acquisition date of January 7, 2016.

 

On June 26, 2018, the Company discontinued operations of its subsidiary Sports Perfecta, Inc. (“SPI”) along with its wholly owned subsidiary, Sports Perfecta Technologies Sdn Bhd (“SPT”). Ownership of these two entities were transferred to Neo Sports Ltd., a Japanese company, in exchange for 23,600,000 shares of the Company’s common stock, 100,000 shares of the Company’s Series A convertible preferred stock and the contract option right to purchase 3,000,000 shares of the Company’s common stock. See note 7.

 

On June 27, 2018, the Company discontinued operations of its subsidiary Link Bit Consulting Co., Ltd. (“LBC”) and all of its subsidiaries, except for WRN Co., Ltd. (“WRN”). The Company continued operations of WRN. On this date, the Company sold LBC and its subsidiaries and assets to IS Digital Ltd., a Cayman Island company, in exchange for $500,000. See note 7.

 

Nature of Business

 

The Company was 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, WRN and Umajin HK. LinkBit operated 6 websites through its various subsidiaries, which generated substantially all of the Company’s revenue. Umajin HK had been delivering information on horse racing to its users through its website, however it terminated its service at the end of June 2017. The Company was also pursuing development of a fantasy sports offering through Sports Perfecta, which has not yet generated any significant revenue. In June 2018, the Company discontinued the operations of its subsidiaries, LinkBit and SPI. WRN continues to operate one of these websites and business.

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with principles generally accepted in the United States of America (“GAAP”) and include the accounts of Grand Perfecta and its wholly-owned subsidiaries LinkBit, Umajin HK, WRN and Sports Perfecta. The Company discontinued the operations of its wholly-owned subsidiaries LinkBit and SPI in June 2018. The accounts for these subsidiaries have been presented in the discontinued operations in the accompanying consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. The Company has determined that three affiliated entities, Space Cultivation Mobile, Japan Horse Circle and Basougu Shokuninkai, which LinkBit conducts business with were variable interest entities and that the Company was 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 non-controlling interest. These three variable interest entities did business with LinkBit. Therefore, these three entities have also been presented in the discontinued operations in the accompanying consolidated financial statements. After the discontinued operations, the Company consists of Grand Perfecta and its two remaining wholly-owned subsidiaries, Umajin HK and WRN. There are no variable interest entities since the Company discontinued operations in June 2018.

 

 

 

  F- 7  

 

 

Financial Statement Reclassification

 

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. The prior year amounts have also been modified in these financial statements to properly report amounts under current operations and discontinued operations (see note 7).

 

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. 

 

Going Concern

 

Based on operating losses and negative cash from operations and the discontinued operations of most of the Company’s operations, substantial doubt exists about the Company’s ability to continue as a going concern. Management’s plan in this regard is to find new operations to enter into and focus on building profitable operations. To finance operations while it finds new operations, the Company will continue financing activity such as taking loans and issuing new shares of the Company’s common stock.

 

As of July 31, 2018, we had cash of $52,716 and a working capital deficit of $574,780 as compared to cash of $102,954 at July 31, 2017, of which $665 related to continuing operations and $102,289 related to discontinued operations. As of July 31, 2017 the working capital deficit was $9,117,835.

 

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.

  

Foreign Exchange

 

The Company’s primary operations are conducted in Japan and performed by its wholly owned subsidiaries LinkBit and WRN. The Company also conducts operations through Sports Perfecta, and its Malaysian subsidiary SPT. A wholly owned subsidiary, Umajin HK, had been delivering information on horse racing to its users through its website similar to LinkBit, however it terminated its service at the end of June 2017. WRN and 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.

 

 

 

  F- 8  

 

 

The following rates were used to translate the accounts of LinkBit, Umajin HK, SPT and WRN into USD at the following balance sheet dates.

 

  Balance Sheet Dates  
  July 31, 2018   July 31, 2017  
Japanese Yen to USD   0.0090     0.0091  
Hong Kong Dollars to USD   0.1274     0.1280  
Malaysian Ringgit to USD   0.2466     0.2335  

 

The following rates were used to translate the accounts of LinkBit, Umajin HK, SPT and WRN into USD for the following operating periods.

 

  For the Year Ended  
  July 31, 2018   July 31, 2017  
Japanese Yen to USD   0.0091     0.0091  
Hong Kong Dollars to USD   0.1278     0.1287  
Malaysian Ringgit to USD   0.2470     0.2321  

 

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 July 31, 2018 and 2017.

 

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 July 31, 2018 or 2017.

 

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 at the reporting unit level. There was no impairment of goodwill during the years ended July 31, 2018 and 2017.

 

 

 

  F- 9  

 

 

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. The Company performed this analysis at July 31, 2018 and 2017 and during the prior year determined that the sum of projected future cash flows over the remaining useful life of the intangible assets were negative. Accordingly, the Company recorded an impairment charge of $83,712 during the year ended July 31, 2017. There was no impairment of long-lived assets identified during the year ended July 31, 2018.

 

Fair Value of Financial Instruments

 

In accordance with ASC 820, the carrying value of cash and cash equivalents and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The Company has determined that the book value of its outstanding financial instruments as of July 31, 2018 and 2017 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, Hong Kong, Malaysia and the United States 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 had no losses related to the write off of notes receivable during the year ended July 31, 2018. During the year ended July 31, 2017 the loss related to the write off of notes receivable was $309,400, which is included in discontinued operations in the consolidated statements of operations and comprehensive income (loss).

 

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, 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 certain users, payment is received at the time of purchase and for others it is received after purchase. In either case, the Company recognizes revenue for per-item sales when the requested information is supplied to the user and collection is reasonably assured. For information packages that span a period of time, the Company recognizes revenue over the term of the 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.

 

 

 

  F- 10  

 

 

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. 

 

Advertising Costs

 

The Company expenses advertising costs as incurred. Advertising costs incurred amounted to $94,997 from discontinued operations and $241,623 ($2,413 from continuing operations and $239,210 from discontinued operations) for the years ended July 31, 2018 and 2017, respectively.

 

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. As of July 31, 2017, 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. As of July 31, 2018, the Company did not have any convertible notes or the options of 3,000,000. As a result, the basic and diluted earnings per share were the same for each of the periods presented.

 

Recent Accounting Pronouncements  

 

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

 

3. 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.

 

On June 26, 2018, as part of the transfer agreement of SPI, the Company received the outstanding 100,000 shares of Series A Preferred Stock and immediately cancelled these shares (see note 7).

 

The Company had 0 and 100,000 shares of Series A Preferred Stock issued and outstanding as of July 31, 2018 and 2017, respectively.

 

Common Stock Transactions

 

On August 23, 2016, the Company entered into an Offshore Securities Purchase Agreement with an investor whereby the Company sold 1,000,000 shares of common stock for a purchase price of JPY100,000,000 (US $1,000,000 as of August 23, 2016).

 

On April 10, 2017, the Company entered into an Offshore Securities Purchase Agreement with an investor whereby the Company sold 700,000 shares of common stock for a purchase price of JPY70,000,000 (US $630,000 as of April 10, 2017).

 

 

 

  F- 11  

 

 

On June 26, 2018, as part of the transfer agreement of SPI, the Company received 23,600,000 shares of Common Stock and immediately cancelled these shares (see note 7).

 

On July 9, 2018, the Company cancelled 3,222,668 shares of common stock that had been returned to the Company by the stock holders for no compensation.

 

The Company had 4,977,332 and 31,800,000 shares of Common Stock issued and outstanding as of July 31, 2018 and 2017, respectively.

 

Stock Options

 

On June 26, 2018, as part of the transfer agreement of SPI, the Company received the contract option right to purchase 3,000,000 shares of Common Stock and immediately cancelled this contract option (see note 7). There were no options outstanding as of July 31, 2018.

 

4. INCOME TAXES

 

The Company records its deferred taxes under the liability method, whereby 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 and liabilities are determined based on multi-national, multi-jurisdictional nature of the Company’s operations. 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.

 

Net deferred tax assets from continuing operations consisted of the following as of July 31, 2018 and 2017.

    July 31, 2018     July 31, 2017  
Deferred tax assets:                
Loss carryforwards   $ 569,710     $  
                 
Valuation allowance     (569,710 )      
Net deferred tax assets   $     $  

 

The income tax provision differs from the amount of income tax determined by applying the applicable income tax rate to pretax income from continuing operations for the years ended July 31, 2018 and 2017 due to the following.

 

    July 31, 2018     July 31, 2017  
Income tax expense (benefit) based on book income at the statutory rate   $ 536,238     $ (209,363 )
IRS tax penalty           210,000  
Permanent book to tax differences     (471,553 )      
Valuation allowance     (64,685 )      
Total income tax provision   $     $ 637  

 

 

 

 

  F- 12  

 

 

The Company classifies income tax penalties and interest, if any, as part of other general and administrative expenses in the accompanying consolidated statements of operations. The Company had accrued penalties of $600,000 as of July 31, 2018 and 2017 resulting from the failure to timely file required returns in the US from 2013 through 2016.

 

At July 31, 2018, the Company had net operating loss carryforwards of approximately $2,713,000 that may be offset against future taxable income from the year 2019 through 2038. No tax benefit has been reported in the July 31, 2018 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The Company's tax years for its Federal and State US jurisdictions which are currently open for examination are the years of 2014 - 2017. The Company’s tax years in Japanese jurisdictions that are open for examination are the years of 2013 – 2017.

 

The Company adopted the provisions of ASU 2015-17 prospectively, with the first annual period of change effective July 31, 2018. Prior periods were not retrospectively adjusted.

 

5. COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

Prior to June 27, 2018, the Company was leasing its corporate headquarters and administrative offices in Tokyo, Japan, as well as the administrative offices of SPT in Kuala Lumpur, Malaysia under non-cancelable operating leases extending through April 15, 2019. These leases were transferred with the discontinued operations. The lease of the Umajin HK office ended on July 21, 2017. The Company also leases other office space as needed on a month-to-month basis.

 

The Company incurred rent expense for continuing operations of $0 and for discontinued operations of $363,976 for the year ended July 31, 2018 and for continuing operations of $9,575 and for discontinued operations of $710,565 for the year ended July 31, 2017.

  

Litigation

 

In the ordinary course of business, the Company may be or has been involved in legal proceedings from time to time. As of the date of this annual report, there have been no material legal proceedings relating to the Company.

 

6. RELATED PARTY TRANSACTIONS

 

In June 2018, the Company entered into a consulting agreement with its new CEO and sole director. The agreement was for five months from June through October. The Company agreed to pay him $3,000 per month for his services in running the Company and making sure that the required audit and filings get completed. As of July 31, 2018 the Company had $6,000 in accrued liabilities for this agreement.

 

The following related party transactions were all related to the Company’s previous management and the discontinued operations. These related party transactions all were eliminated with the discontinuation of LBC and SPI (see note 7):

 

As of July 31, 2018 and 2017, the Company had $0 and $3,258,309, respectively of notes payable due to related parties (see note 7).

 

Umajin Co., Ltd. (“Umajin Japan”), was a related party entity owned by one of the former directors of the Company. The Company and Umajin Japan entered into a service agreement which was modified on 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) for a total of 23 million Yen per month. The Company and Umajin Japan agreed to reduce the monthly fees from 23 million Yen to 11 million Yen subsequent to October 2016. Subsequent to February 2017, the Company and Umajin Japan agreed to reduce the fee to 8 million Yen per month through July 2018.

 

Total fees paid to Umajin Japan for the year ended July 31, 2018 and 2017 amounted to $793,520 and $1,255,800, respectively. The fees paid to Umajin Japan are included in income (loss) from operations of discontinued operations in the accompanying consolidated statements of operations. As of July 31, 2018 the Company had $0 due to Umajin Japan due to the sale of LBC (see note 7). As of July 31, 2017 the Company had $108,604 due to Umajin Japan which is reflected in current liabilities of discontinued operations in the accompanying consolidated balance sheets.

 

 

 

  F- 13  

 

 

During the years ended July 31, 2018 and 2017, the Company received consulting services from Cheval Attache, a related party entity owned by one of the Company’s former directors, (including amounts for consumption tax) of $108,108 and $117,938, respectively, which are included in income (loss) from operations of discontinued operations in the accompanying consolidated statements of operations. During the year ended July 31, 2017, the Company also charged Cheval Attache (including amounts for consumption tax) $100,300 of revenue related to information provided relating to providing horseracing contacts, which is included in income (loss) from operations of discontinued operations in the accompanying consolidated statement of operations.

 

G-Liberta, a subsidiary of Cheval Attache, performed certain advertising and research services for the Company. Total expenses related to G-Liberta during the year ended July 31, 2018 and 2017 amounted to $2,800 and $1,209, respectively, and are reflected as part of income (loss) from operations of discontinued operations in the accompanying consolidated statements of operations. As of July 31, 2018 the Company had $0 due to G-Liberta due to the sale of LBC (see note 7) and as of July 31, 2017 the Company had $1,209 due to G-Liberta which is reflected in current liabilities of discontinued operations in the accompanying consolidated balance sheets.

 

On October 17, 2016, the Company entered into an agreement with Clara Ltd., a related party entity owned by one of the Company’s former directors, allowing Clara Ltd. access to the Company’s database containing certain horse racing information owned by the Company for an indefinite period. As compensation, the Company was to receive a total of 30,000,000 Yen, payable in 10 monthly installments starting in November 2016. As of July 31, 2017 the amount due under this agreement was $27,300 which is reflected in current liabilities of discontinued operations in the accompanying consolidated balance sheets, which was paid in full in August of 2017. The revenue related to this transaction of $273,000 is reflected as income (loss) from operations of discontinued operations on the accompanying consolidated statement of operations for the year ended July 31, 2017 with no revenue recorded from the related party during the year ended July 31, 2018.

 

7. DISCONTINUED OPERATIONS

 

During the year ended July 31, 2018 the Company decided to discontinue most of its operating activities. This was done by way of the following two transactions:

 

On June 26, 2018, the Company exchanged all the issued and outstanding shares of common stock of its wholly owned subsidiary, Sports Perfecta, Inc. (“SPI”) to Neo Sports, Ltd, a Japanese company, for 100,000 shares of the Company’s series A preferred stock, 23,600,000 shares of the Company’s common stock and an option contract right for 3,000,000 shares of the Company’s common stock. This transaction included SPI’s wholly owned subsidiary, Sports Perfecta Technologies Sdn Bhd.

 

On June 27, 2018, the Company exchanged all the issued and outstanding shares of common stock of its wholly owned subsidiary, Link Bit Consulting Co. Ltd. (“LBC”) to IS Digital Ltd., a Cayman Island company for $420,000 in cash and 100% of the account receivable balance owed to the Company by LBC for $80,000 in cash. This transaction included all of LBC’s subsidiaries, except for WRN Co. Ltd. (“WRN”). WRN’s issued and outstanding common stock was transferred to the Company from LBC on this date.

 

 

 

  F- 14  

 

 

In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of July 31, 2018 and July 31, 2017, and consist of the following:

 

    July 31, 2018     July 31, 2017  
CURRENT ASSETS OF DISCONTINUED OPERATIONS:                
Cash   $     $ 102,289  
Accounts receivable, net           1,065,541  
Accounts receivable - related party           27,300  
Current portion of notes receivable [1]           2,057,251  
Deferred tax assets, current [2]           206,270  
Prepaid expenses and other current assets           30,803  
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS   $     $ 3,489,454  
                 
NONCURRENT ASSETS OF DISCONTINUED OPERATIONS:                
Property and equipment, net [3]   $     $ 174,311  
Long-term note receivable, net of current portion [1]           605,449  
Deferred tax assets, long-term [2]           583,052  
Goodwill [4]           6,917,722  
Other assets [5]           181,414  
TOTAL NONCURRENT ASSETS OF DISCONTINUED OPERATIONS   $     $ 8,461,948  
                 
CURRENT LIABILITIES OF DISCONTINUED OPERATIONS                
Accounts payable and accrued expenses   $     $ 2,826,219  
Accounts payable - related party           109,813  
Deferred revenues           866,866  
Current portion of notes payable [6]           4,427,536  
Notes payable to related parties [7]           3,241,794  
Taxes payable           513,384  
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS   $     $ 11,985,612  
                 
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS                
Long-term portion of notes payable, net of current portion [6]   $     $ 737,100  
TOTAL LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS   $     $ 737,100  

  

[1] The Company’s outstanding notes receivable consist of unsecured advances, including interest ranging from 0% to 3% per annum, payable in full on dates extending through 2039. As of July 31, 2018 and 2017, the Company had total outstanding notes receivable of $0 and $2,662,700, respectively. The portion of these outstanding notes receivables that were either due on demand or had scheduled due dates within one year amounted to $0 and $2,057,251 as of July 31, 2018 and 2017, respectively.

 

[2] Net deferred tax assets from discontinued operations consisted of the following as of July 31, 2018 and 2017:

 

    July 31, 2018     July 31, 2017  
Deferred tax assets:                
Commission expenses   $     $ 425,797  
Loss carryforwards           172,145  
Allowance for doubtful accounts           143,554  
Other           84,564  
                 
Deferred tax liabilities:                
Others           (10,529 )
                 
Valuation allowance           (26,209 )
Net deferred tax assets   $     $ 789,322  

 

 

 

 

  F- 15  

 

The income tax provision differs from the amount of income tax determined by applying the applicable income tax rate to pretax income from discontinued operations for the years ended July 31, 2018 and 2017 due to the following:

 

    July 31, 2018     July 31, 2017  
Income tax expense (benefit) based on book income at Japanese statutory rate   $ 748,934     $ (209,116 )
Entertainment expense     65,333       80,914  
Additional taxes     3,966       3,966  
Tax rate difference between current tax and deferred tax assets     3,539       3,539  
Others     (47,106 )     23,444  
Total income tax provision   $ 774,666     $ (97,253 )

  

[3] The Company’s property and equipment consisted of the following.

 

    July 31, 2018     July 31, 2017  
Buildings and fixtures   $     $ 102,528  
Autos and trucks           275,799  
Tools and equipment           423,632  
Computer software           1,442,753  
            2,244,712  
Less: accumulated depreciation           (2,070,401 )
    $     $ 174,311  

 

Depreciation expense amounted to $25,867 and $54,053 for the year ended July 31, 2018 and 2017, respectively.

 

[4] The Company had 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 years ended July 31, 2018 and 2017.

 

Balance as of July 31, 2016 $ 7,449,853  
Foreign currency translation adjustment   (532,131 )
Balance as of July 31, 2017 $ 6,917,722  
Transfer of discontinued operation assets   (6,917,722 )
Balance as of July 31, 2018 $  

 

[5] Intangible assets acquired with SPT represent developed technology which had an estimated useful life of 4 years. Amortization expense for intangible assets amounted to $0 and $34,390 for year ended July 31, 2018 and 2017, respectively. As of July 31, 2017, the Company determined that the future projected cash flows over the remaining useful life of the intangible assets were negative. As a result, the Company recorded an impairment charge during the year ended July 31, 2017 of $83,712, representing the book value of the intangible assets at the time.

 

[6] A summary of the Company’s outstanding notes payable is as follows:

 

  July 31, 2018   July 31, 2017  
Unsecured note payable issued on June 15, 2016, due on December 15, 2016, bearing interest at 15% per annum (21.9% per annum after the maturity date) due monthly. This note was transferred as part of the discontinued operations. $   $ 910,000  
Unsecured note payable issued on December 20, 2011, due on December 31, 2016, bearing interest at 15% per annum (18% per annum after the maturity date) due monthly. This note was transferred as part of the discontinued operations.       1,911,000  
Unsecured note payable issued on December 18, 2015, due in 20 monthly installments from July 31, 2017 through February 28, 2019, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.       864,500  
Unsecured note payable issued on February 5, 2016, due in 23 installments of JPY 3,000,000 beginning in February 2017 and a final installment of JPY 31,000,000 in January 2019, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.       746,200  
Unsecured note payable issued on June 28, 2017, payable in full on June 30, 2018, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.       418,600  
Unsecured note payable issued on July 20, 2011, due on July 20, 2018, bearing interest at 12% per annum due monthly. This note was transferred as part of the discontinued operations.       273,000  
Unsecured notes payable, non-interest bearing, due on demand. This note was transferred as part of the discontinued operations.       41,336  
Total notes payable       5,164,636  
Less: current portion of notes payable       (4,427,536 )
Long-term portion of notes payable $   $ 737,100  

 

Substantially all of the above outstanding notes payable were personally guaranteed by the Company’s former Chief Executive Officer.

 

 

 

  F- 16  

 

 

[7] A summary of the Company’s outstanding notes payable to related parties is as follows:
  July 31, 2018   July 31, 2017  
Unsecured note payable issued on March 26, 2012, due on demand, bearing interest at 1% per annum due monthly. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations. $   $ 910,000  
Unsecured note payable issued on January 30, 2013, due on demand, bearing interest at 1% per annum due monthly. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.       455,000  
Unsecured note payable issued on June 14, 2016, non-interest bearing and due on October 31, 2017 discounted using an effective interest rate of 12%. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.       273,000  
Unsecured short-term borrowing on April 25, 2017, non-interest bearing and due on demand. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.       345,800  
Unsecured note payable issued on September 21, 2016, due on October 31, 2017 discounted using an effective interest rate of 12%. The balance was due to a related party entity which is owned by one of the former directors of the Company. This debt was transferred with the discontinued operations.       273,000  
Unsecured note payable due to the Company's former Chairman and CEO, non-interest bearing and due on demand. This debt was transferred with the discontinued operations.       1,001,509  
Total notes payable to related parties       3,258,309  
Discount on notes payable to related parties       16,515  
Notes payable to related parties, net $   $ 3,241,794  

 

The Company imputed interest on the above notes payable received on June 14, 2016 and September 21, 2016 using the effective interest rate of 12%, which approximated the Company’s incremental borrowing rate. The total interest imputed amounted to $78,628, including $61,754 during the year ended July 31, 2017 and $0 during the year ended July 31, 2018. The imputed interest was recorded as a discount to the note payable and an increase to additional paid-in capital. The amounts are being amortized as interest expense through the maturity dates of the notes, which amounted to $16,515 and $57,128 during the year ended July 31, 2018 and 2017, respectively.

 

In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for these entities for the period ended June 27, 2018 and year ended July 31, 2017 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) for the years ended July 31, 2018 and 2017, and consist of the following:

 

  Year Ended  
  July 31, 2018   July 31, 2017  
REVENUES OF DISCONTINUED OPERATIONS $ 11,119,238   $ 12,724,319  
             
OPERATING EXPENSES OF DISCONTINUED OPERATIONS:            
Cost of sales   2,428,226     3,347,993  
Depreciation and amortization expense   25,867     88,443  
Impairment expense       83,712  
Advertising expense   94,997     239,210  
Rent Expense   363,976     710,565  
Salaries and wages expense   2,938,904     4,298,044  
Other general and administrative expenses   2,663,376     3,847,281  
    8,515,346     12,615,248  
OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS   2,603,892     109,071  
             
OTHER (INCOME) EXPENSE OF DISCONTINUED OPERATIONS            
Other (income) expense   (714 )   9,822  
(Gain) loss on foreign exchange   (18,040 )   (27,306 )
Interest income   (5,854 )   (9,662 )
Interest expense   715,132     927,351  
    690,524     900,205  
             
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS   1,913,368     (791,134 )
Provision for (benefit from) income taxes of discontinued operations [2]   774,666     (97,253 )
NET INCOME (LOSS) OF DISCONTINUED OPERATIONS $ 1,138,702   $ (693,881 )

 

 

 

  F- 17  

 

 

In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the period ended June 27, 2018 and year ended July 31, 2017 have been reflected as discontinued operations in the consolidated statements of cash flows for the years ended July 31, 2018 and 2017, and consist of the following:

 

  Year Ended  
  July 31, 2018   July 31, 2017  
DISCONTINUED OPERATING ACTIVITIES            
Net income (loss) $ 1,138,702   $ (693,881 )
Depreciation and amortization   25,867     88,443  
Amortization of debt discount   16,515     57,128  
Impairment charge       83,712  
Loss on disposal of property, plant and equipment       132,746  
Loss on write-off of notes receivables       309,400  
Provision for (benefit from) deferred taxes   73,810     (109,279 )
Changes in operating assets and liabilities:            
Accounts receivable   (517,058 )   (379,934 )
Accounts receivable - related party   18,200     (27,300 )
Prepaid expenses and other current assets   16,002     (18,961 )
Other assets   (11,475 )   443,691  
Accounts payable and accrued liabilities   (169,821 )   357,601  
Accounts payable and accrued liabilities to related party   39,511     (149,236 )
Deferred revenue   (118,585 )   (455,428 )
Taxes payable   818,287     225,952  
Net cash provided by (used in) operating activities of discontinued operations $ 1,329,955   $ (135,346 )
             
INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS            
Purchase of property and equipment $ (4,259 ) $ (135,700 )
Proceeds from collection of notes receivables   511,570     527,617  
Payments for notes receivable lending   (330,046 )   (618,927 )
Net cash provided by (used in) investing activities of discontinued operations $ 177,265   $ (227,010 )
             
FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS            
Proceeds from notes payable $ 2,093,000   $ 955,500  
Payments on note payable   (3,130,400 )   (1,246,700 )
Payments on convertible note payable       (1,001,000 )
Payments on notes payable - related parties       (606,515 )
Proceeds from notes payable - related parties   (164,594 )   1,274,000  
Net cash used in financing activities of discontinued operations $ (1,201,994 ) $ (624,715 )

 

8. SUBSEQUENT EVENTS

 

Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through January 16, 2019, the date which the consolidated financial statements were available to be issued and there are no material subsequent events.

 

 

 

 

  F- 18  

Grand Perfecta, Inc. (PC) (USOTC:GPIW)
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