Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Apr. 30, 2015 | Jun. 15, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Grand Perfecta, Inc. | |
Entity Central Index Key | 1550053 | |
Document Type | 10-Q | |
Document Period End Date | 30-Apr-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 30,500,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Current assets | ||
Cash | $183,834 | $1,880,494 |
Accounts receivable, net | 869,698 | 635,450 |
Current portion due from related parties | 418,991 | 1,481,811 |
Current portion of notes receivable | 1,555,058 | 1,682,327 |
Deferred tax assets, current portion | 644,729 | 752,183 |
Prepaid expenses and other current assets | 79,714 | 66,661 |
Total current assets | 3,752,024 | 6,498,926 |
Property and equipment, net | 281,391 | 374,257 |
Other assets | ||
Long-term notes receivables, net of current portion | 558,795 | 632,124 |
Long-term portion due from related parties, net of current portion | 1,526,448 | |
Deferred tax assets, long-term portion | 199,506 | 232,757 |
Goodwill | 6,485,169 | 7,549,434 |
Other assets | 531,703 | 610,063 |
Total other assets | 9,301,621 | 9,024,378 |
Total assets | 13,335,036 | 15,897,561 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,605,339 | 2,605,935 |
Deferred revenues | 1,162,181 | 1,390,210 |
Current portion of notes payable | 3,231,500 | 8,339,527 |
Notes payable to related parties | 1,030,730 | |
Convertible note payable | 1,680,000 | |
Taxes payable | 965,503 | 754,855 |
Total current liabilities | 9,675,253 | 13,090,527 |
Long-term portion of notes payable, net of current portion | 1,436,568 | 728,846 |
Total liabilities | 11,111,821 | 13,819,373 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 100,000 shares issued and outstanding as of April 31, 2015 (unaudited) and July 31, 2014 | 100 | 100 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 30,500,000 shares issued and outstanding as of April 30, 2015 (unaudited) and July 31, 2014 | 30,500 | 30,500 |
Additional paid-in capital | 4,121,034 | 4,121,034 |
Other comprehensive income | 125,602 | 457,959 |
Accumulated deficit | -2,092,381 | -2,576,536 |
Total GPI stockholders' equity (deficit) | 2,184,855 | 2,033,057 |
Noncontrolling interest | 38,360 | 45,131 |
Total stockholders' equity (deficit) | 2,223,215 | 2,078,188 |
Total liabilities and stockholders' equity | $13,335,036 | $15,897,561 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Preferred stock shares issued | 100,000 | 100,000 |
Preferred stock shares outstanding | 100,000 | 100,000 |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 30,500,000 | 30,500,000 |
Common stock shares outstanding | 30,500,000 | 30,500,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $4,305,535 | $4,881,671 | $13,817,621 | $16,651,792 |
Total revenues | 4,305,535 | 4,881,671 | 13,817,621 | 16,651,792 |
Operating expenses: | ||||
Cost of sales | 1,047,822 | 1,611,285 | 3,510,942 | 4,672,498 |
Depreciation expense | 26,435 | 57,387 | 83,080 | 175,238 |
Advertising | 181,612 | 668,096 | 635,456 | 1,354,486 |
Rent expense | 195,368 | 211,884 | 612,026 | 621,986 |
Salaries and wages | 1,435,301 | 1,137,313 | 4,195,584 | 3,740,776 |
Other general and administrative expenses | 1,039,991 | 1,081,282 | 3,035,267 | 3,119,754 |
Total operating expenses | 3,926,529 | 4,767,247 | 12,072,355 | 13,684,738 |
Income from operations | 379,006 | 114,424 | 1,745,266 | 2,967,054 |
Other income (expense): | ||||
Other income (loss) | 21,941 | 14,766 | 62,021 | -5,355 |
Gain (loss) on exchange | 6,872 | 6,364 | 31,462 | 24,635 |
Interest income | 2,932 | 4,076 | 9,954 | 13,808 |
Interest expense | -262,653 | -371,924 | -881,040 | -1,010,069 |
Total other income (expense) | -230,908 | -346,718 | -777,603 | -976,981 |
Net income (loss) before provision for income taxes | 148,098 | -232,294 | 967,663 | 1,990,073 |
Provision for (benefit from) income taxes | 117,359 | -108,211 | 483,832 | 1,017,123 |
Net income (loss) | 30,739 | -124,083 | 483,831 | 972,950 |
Less: net loss attributable to noncontrolling interest | -324 | -324 | ||
Net income (loss) attributable to GPI | $31,063 | ($124,083) | $484,155 | $972,950 |
Net income (loss) per share, basic and diluted | $0 | $0 | $0.02 | $0.04 |
Weighted average number of common shares outstanding, basic and diluted | 30,500,000 | 27,500,000 | 30,500,000 | 27,500,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Income Statement [Abstract] | ||||
Net income (loss) | $30,739 | ($124,083) | $483,831 | $972,950 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | -81,641 | 44,078 | -332,357 | 82,241 |
Total other comprehensive income (loss), net of tax | -81,641 | 44,078 | -332,357 | 82,241 |
Comprehensive income (loss) | -50,902 | -80,005 | 151,474 | 1,055,191 |
Comprehensive income (loss) attributable to noncontrolling interest | -784 | -461 | -6,771 | -2,303 |
Comprehensive income (loss) attributable to GPI stockholders | ($51,686) | ($80,466) | $144,703 | $1,052,888 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Cash flows from operating activities | ||
Net income | $483,831 | $972,950 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 83,080 | 175,238 |
Loss (gain) on sale of property and equipment | 0 | 22,531 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -340,470 | -283,522 |
Prepaid expenses and other current assets | -23,236 | 9,083 |
Other assets | -8,882 | -103,711 |
Accounts payable and accrued expenses | -698,939 | -753,563 |
Deferred revenue | -30,829 | 170,012 |
Taxes payable | 333,650 | 860,830 |
Net cash provided by (used in) operating activities | -201,795 | 1,069,848 |
Cash flows from investing activities | ||
Purchase of property and equipment | -41,802 | -73,475 |
Proceeds (payments) for lending to related parties, net | 372,339 | -215,603 |
Proceeds from collection of notes receivables | 835,350 | 77,850 |
Payments for notes receivable lending | -971,581 | -222,253 |
Net cash provided by (used in) investing activities | 194,306 | -433,481 |
Cash flows from financing activities | ||
Proceeds from notes payable | 1,391 | 181 |
Proceeds from convertible notes payable | 1,760,000 | |
Payments on note payable | -3,254,063 | -698,371 |
Net cash provided by (used in) financing activities | -1,492,672 | -698,190 |
Effect of exchange rate fluctuations on cash | -196,499 | -5,884 |
Net change in cash | -1,696,660 | -67,707 |
Cash, beginning of the period | 1,880,494 | 160,525 |
Cash, end of the period | 183,834 | 92,818 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 881,040 | 1,010,069 |
Income taxes paid | $150,182 | $156,293 |
1_Description_of_Business
1. Description of Business | 9 Months Ended |
Apr. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Description of Business | Organization |
Grand Perfecta, Inc. (“Grand Perfecta”) was incorporated in the State of Nevada on March 25, 2002, as STI Holdings, Inc. (“STI”). On May 12, 2012, the Company completed an Agreement and Plan of Reorganization whereby it acquired 100% of the issued and outstanding shares of Link Bit Consulting Co, Ltd. (“LinkBit” or the “Company”), a Japanese corporation, for 25,000,000 common shares in a transaction accounted for as a recapitalization of LinkBit. Effective March 29, 2013, STI amended its Articles of Incorporation to change its name to Grand Perfecta, Inc. On May 27, 2013, the Company issued 272,668 shares in exchange for 100% of the issued and outstanding shares of Umajin Hong Kong Ltd. (“Umajin HK”), a Hong Kong corporation that maintains an office in Hong Kong. The operations of Grand Perfecta, LinkBit and Umajin HK are collectively referred to as the “Company.” | |
Nature of Business | |
The Company is engaged in the business of transmitting and providing horse racing information via various types of media, including multiple websites owned and operated by the wholly owned subsidiaries of LinkBit and Umajin HK. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
2. Summary of Significant Accounting Policies | Basis of Presentation | ||||||||
The accompanying unaudited consolidated financial statements of the Company as of April 30, 2015, and for the three and nine months ended April 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended April 30, 2015 are not necessarily indicative of the results that may be expected for the entire year. | |||||||||
Certain information and footnote disclosure normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes for the years ended July 31, 2014 and 2013 included in the Company's Form 10 filed on April 15, 2015. | |||||||||
Principals of Consolidation | |||||||||
The accompanying condensed consolidated financial statements include the accounts of Grand Perfecta and its wholly-owned subsidiaries LinkBit and Umajin HK. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future. | |||||||||
Foreign Exchange | |||||||||
The Company’s primary operations are conducted in Japan and performed by its wholly owned subsidiaries LinkBit and Umajin HK. LinkBit’s functional currency is the Japanese Yen and Umajin HK’s functional currency is the Hong Kong Dollar. | |||||||||
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 and Umajin HK into USD at the following balance sheet dates. | |||||||||
Balance Sheet Dates | |||||||||
April 30, | July 31, | ||||||||
2015 | 2014 | ||||||||
Japanese Yen to USD | 0.0084 | 0.0098 | |||||||
Hong Kong Dollars to USD | 0.129 | 0.129 | |||||||
The following rates were used to translate the accounts of LinkBit and Umajin HK into USD for the following operating periods. | |||||||||
For the Nine Months Ended | |||||||||
April 30, | April 30, | ||||||||
2015 | 2014 | ||||||||
Japanese Yen to USD | 0.0088 | 0.0099 | |||||||
Hong Kong Dollars to USD | 0.129 | 0.1289 | |||||||
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 April 30, 2015 (unaudited) or July 31, 2014. | |||||||||
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 April 30, 2015 (unaudited) and July 31, 2014. | |||||||||
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 | ||||||||
Intangible Assets | |||||||||
The Company’s intangible assets include goodwill, which represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. As required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-20, the Company conducted an analysis of the goodwill on its single reporting unit using the Company. As of July 31, 2014, the assessment for impairment found that there is no impairment of goodwill. The Company has no accumulated impairment losses on goodwill. | |||||||||
Long-Lived Assets | |||||||||
In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was no impairment of assets identified during the year ended July 31, 2014 or during the nine months ended April 30, 2015 (unaudited). | |||||||||
Fair Value of Financial Instruments | |||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability. | |||||||||
GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: | |||||||||
• | Level 1 — Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. | ||||||||
• | Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: | ||||||||
– | Quoted prices for similar assets or liabilities in active markets | ||||||||
– | Quoted prices for identical or similar assets or liabilities in markets that are not active | ||||||||
– | Inputs other than quoted prices that are observable for the asset or liability | ||||||||
– | Inputs that are derived principally from or corroborated by observable market data by correlation or other means | ||||||||
• | Level 3 — Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). | ||||||||
The Company has determined that the book value of its outstanding financial instruments as of April 30, 2015 (unaudited) and July 31, 2014 approximates the fair value. | |||||||||
Concentration of Credit Risk | |||||||||
Financial instruments that potentially expose the Company to concentration of credit risk include cash, accounts receivable, notes receivable, and amounts due from related parties. The Company maintains its cash in banks located in Japan and Hong Kong in financial institutions with high credit ratings. Substantially all of the Company’s revenues are generated from customers in Japan. The Company conducts periodic reviews of the financial condition and payment practices of its customers and note receivable holders. The Company has not experienced significant losses relating to these concentrations in the past. | |||||||||
Revenue Recognition | |||||||||
The Company’s revenue consists primarily of sales of comprehensive and informative horse racing literature subscriptions through multiple websites focusing on all aspects of the horse racing industry in Japan. Publication of horse racing digital magazines, providing support for print publications, and participating in other public events and media programs related to the horse racing industry do not generate significant revenue directly. These activities are undertaken for the purpose of increasing the number of horse racing fans and driving potential customers to our websites so as to hopefully eventually convert them to paying customers. | |||||||||
The Company recognizes revenue on arrangements in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The majority of the Company’s revenue is generated by per-item sales. For all users, payment is received at the time of purchase. The Company recognizes revenue for per-item sales when the requested information is supplied to the user. For subscriptions that span a period of time, the Company recognizes revenue over the term of the subscription. Revenues are presented net of refunds, credits and known and estimated credit card chargebacks. The Company reports revenue net of any required taxes collected from customers and remitted to government authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. Rights to content purchased by customers in advance of the content being provided are recorded as deferred revenue. | |||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||
Basic and Diluted Earnings Per Share | |||||||||
In accordance with ASC 260, Earnings Per Share, the basic income per common share is computed by dividing the net income available to common stockholders after preferred stock dividends, 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. The Company had no common stock equivalents outstanding that were included in the diluted earnings per share during the three or nine months ended April 30, 2015 or 2014 (unaudited). As a result, the basic and diluted earnings per share were the same for each of the periods presented. | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements. |
3_Property_and_Equipment_net
3. Property and Equipment, net | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
3. Property and Equipment, net | The Company’s property and equipment consisted of the following. | ||||||||
April 30, | July 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Buildings and fixtures | $ | 240,478 | $ | 272,079 | |||||
Autos and trucks | 305,421 | 356,324 | |||||||
Tools and equipment | 521,482 | 567,354 | |||||||
Computer software | 1,337,372 | 1,560,267 | |||||||
Construction in progress | 12,736 | – | |||||||
Horses | 20,160 | 41,347 | |||||||
2,437,649 | 2,797,371 | ||||||||
Less: accumulated depreciation | (2,156,258 | ) | (2,423,114 | ) | |||||
$ | 281,391 | $ | 374,257 | ||||||
4_Due_from_Related_Parties
4. Due from Related Parties | 9 Months Ended |
Apr. 30, 2015 | |
Related Party Transactions [Abstract] | |
4. Due from Related Parties | The Company made short-term revolving advances to related parties, including officers, directors and other related parties. All loans are unsecured and due within one year of the issuance date, and earn interest at rates ranging from 0% to 3% per annum. The total amounts outstanding from related parties amounted to $1,945,439 (unaudited) and $1,481,811 as of April 30, 2015 and July 31, 2014, respectively. |
Of the total related party receivables, the amounts outstanding directly from officers and directors amounted to $0 (unaudited) and $1,144,647 as of April 30, 2015 and July 31, 2014, respectively. Subsequent to the year ended July 31, 2014, the Company settled the amounts due directly from officers of the Company in full. | |
The remaining outstanding receivables amounting to $1,945,439 (unaudited) and $337,164 as of April 30, 2015 and July 31, 2014, respectively, represented amounts outstanding from a related party entity owned by one of the directors of the Company. Of the amount outstanding from this related party as of April 30, 2015, $1,526,448 of the outstanding balance bears interest at 0.48% and is due in full on February 28, 2018. The remaining portion of $418,991 is non-interest bearing and due on demand. | |
Management considers all of these outstanding advances to be fully collectible and has determined that no allowance is necessary. |
5_Notes_Receivable
5. Notes Receivable | 9 Months Ended | ||||
Apr. 30, 2015 | |||||
Receivables [Abstract] | |||||
5. Notes Receivable | The Company’s outstanding notes receivable consist of unsecured advances, including interest ranging from 0% to 8% per annum, payable in full on dates extending through 2039. As of April 30, 2015 and July 31, 2014, the Company had total outstanding notes receivable of $2,113,853 (unaudited) and $2,314,451, respectively. The portion of these outstanding notes receivables that were either due on demand or had scheduled due dates within one year amounted to $1,555,058 (unaudited) and $1,780,327 as of April 30, 2015 and July 31, 2014, respectively. | ||||
The future scheduled maturities of outstanding notes receivables as of April 30, 2015 based on contractual due dates are as follows. | |||||
Period ended | |||||
30-Apr-15 | |||||
2015 (remainder of) | $ | 1,555,058 | |||
2016 | – | ||||
2017 | – | ||||
2018 | – | ||||
2019 | 9,493 | ||||
Thereafter | 549,302 | ||||
Total | $ | 2,113,853 | |||
6_Goodwill
6. Goodwill | 9 Months Ended | ||||
Apr. 30, 2015 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
6. Goodwill | The Company has recorded goodwill relating to the purchase of Media 21, Inc. in 2011, as well as the acquisition of Umajin HK on May 27, 2013. The following is a summary of the activity relating to goodwill for the nine months ended April 30, 2015 (unaudited): | ||||
Balance as of July 31, 2014 | $ | 7,549,434 | |||
Foreign currency translation adjustment | (1,064,265 | ) | |||
Balance as of April 30, 2015 (unaudited) | $ | 6,485,169 | |||
7_Notes_Payable
7. Notes Payable | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
7. Notes Payable | A summary of the Company’s outstanding notes payable is as follows: | ||||||||
April 30, | July 31, | ||||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Unsecured notes payable originally issued on September 30, 2009 and November 30, 2010, due in full on November 30, 2015, bearing interest at 3.5% per annum due monthly. | $ | 72,223 | $ | 205,134 | |||||
Unsecured note payable issued on December 9, 2011, due on demand, bearing interest at 1% per annum due monthly. | 840,000 | 980,000 | |||||||
Unsecured note payable issued on January 30, 2013, due on demand, bearing interest at 1% per annum due monthly. | 420,000 | 490,000 | |||||||
Unsecured note payable issued on July 23, 2013, due on August 5, 2016, bearing interest at 1.2% per annum due monthly. | 176,568 | 327,712 | |||||||
Unsecured note payable issued on September 30, 2013, due on September 30, 2014, bearing interest at 15% per annum due monthly. | – | 784,000 | |||||||
Unsecured note payable issued on December 20, 2011, due on December 20, 2014, bearing interest at 15% per annum due monthly. | 1,596,000 | 2,058,000 | |||||||
Unsecured note payable issued on June 28, 2013, due on October 31, 2015, bearing interest at 15% per annum due monthly. | 168,000 | 196,000 | |||||||
Unsecured note payable issued on August 2, 2010, due on July 31, 2015, bearing interest at 12% per annum due monthly. | – | 1,715,000 | |||||||
Unsecured note payable issued on January 20, 2011, due on June 30, 2017, bearing interest at 12% per annum due monthly. | 1,092,000 | 1,960,000 | |||||||
Unsecured note payable issued on July 20, 2011, due on July 20, 2015, bearing interest at 12% per annum due monthly. | 252,000 | 294,000 | |||||||
Unsecured notes payable, non-interest bearing, due on demand | 51,277 | 58,527 | |||||||
Total notes payable | 4,668,068 | 9,068,373 | |||||||
Less: current portion of notes payable | 3,231,500 | 8,339,527 | |||||||
Long-term portion of notes payable | $ | 1,436,568 | $ | 728,846 | |||||
Future scheduled maturities of long-term debt are as follows: | |||||||||
Year Ended | |||||||||
July 31, | |||||||||
2015 (remainder of) | $ | 3,159,277 | |||||||
2016 | 240,223 | ||||||||
2017 | 1,268,568 | ||||||||
Total | $ | 4,668,068 | |||||||
8_Notes_Payable_from_Related_P
8. Notes Payable from Related Parties | 9 Months Ended |
Apr. 30, 2015 | |
Notes Payable From Related Parties | |
8. Notes Payable from Related Parties | As of April 30, 2015, the Company had an outstanding note payable balance due to its Chairman and CEO amounting to $862,730 and an outstanding note payable balance due to its President amounting to $168,000. The note payable balances are non-interest bearing and are due on demand. |
9_Convertible_Note_Payable
9. Convertible Note Payable | 9 Months Ended |
Apr. 30, 2015 | |
Convertible Notes Payable [Abstract] | |
9. Convertible Note Payable | On March 5, 2015, the Company entered into a convertible note agreement for total principal borrowings of $1,680,000. The amounts are due one year after the issuance of the note on March 5, 2015, and bear interest at a rate of 1% per annum. At the option of the debt holder, beginning 40 days after the issuance of the note, the debt holder may convert the outstanding balance of the note into shares of the Company’s common stock at a conversion rate equal to one share per $1.10 of outstanding principal and accrued interest. |
10_Stockholders_Equity
10. Stockholders' Equity | 9 Months Ended |
Apr. 30, 2015 | |
Equity [Abstract] | |
10. Stockholders' Equity | Preferred Stock |
The Company is authorized to issue up to 100,000,000 shares of preferred stock with a par value of $0.001, with 100,000 shares designated as Series A Preferred Stock. The Series A Preferred Stock receive a 10 to 1 voting preference over common stock. Accordingly, for every share of Series A Preferred Stock held, the holder receives the voting rights equal to 10 shares of common stock. As such, the holders of the Series A Preferred Stock have the equivalent voting capability of 1,000,000 shares of common stock. The Series A Preferred Stock also has a $0.05 per share liquidation preference over common stock, and can be redeemed by the Company at any time, upon thirty days’ notice, for $0.05 per share. | |
The Company had 100,000 shares of Series A Preferred Stock issued and outstanding as of April 30, 2015 and July 31, 2014. | |
Common Stock Transactions | |
The Company had no common stock issuances during the nine months ended April 30, 2015 or 2014. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation | Basis of Presentation | ||||||||
The accompanying unaudited consolidated financial statements of the Company as of April 30, 2015, and for the three and nine months ended April 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended April 30, 2015 are not necessarily indicative of the results that may be expected for the entire year. | |||||||||
Certain information and footnote disclosure normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes for the years ended July 31, 2014 and 2013 included in the Company's Form 10 filed on April 15, 2015. | |||||||||
Principals of Consolidation | Principals of Consolidation | ||||||||
The accompanying condensed consolidated financial statements include the accounts of Grand Perfecta and its wholly-owned subsidiaries LinkBit and Umajin HK. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future. | |||||||||
Foreign Exchange | Foreign Exchange | ||||||||
The Company’s primary operations are conducted in Japan and performed by its wholly owned subsidiaries LinkBit and Umajin HK. LinkBit’s functional currency is the Japanese Yen and Umajin HK’s functional currency is the Hong Kong Dollar. | |||||||||
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 and Umajin HK into USD at the following balance sheet dates. | |||||||||
Balance Sheet Dates | |||||||||
April 30, | July 31, | ||||||||
2015 | 2014 | ||||||||
Japanese Yen to USD | 0.0084 | 0.0098 | |||||||
Hong Kong Dollars to USD | 0.129 | 0.129 | |||||||
The following rates were used to translate the accounts of LinkBit and Umajin HK into USD for the following operating periods. | |||||||||
For the Nine Months Ended | |||||||||
April 30, | April 30, | ||||||||
2015 | 2014 | ||||||||
Japanese Yen to USD | 0.0088 | 0.0099 | |||||||
Hong Kong Dollars to USD | 0.129 | 0.1289 | |||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents. The Company had no cash equivalents as of April 30, 2015 (unaudited) or July 31, 2014. | |||||||||
Accounts Receivable | Accounts Receivable | ||||||||
Accounts receivable are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering each customer's financial condition and credit history, as well as current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The Company had no allowance for doubtful accounts as of April 30, 2015 (unaudited) and July 31, 2014. | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives once the individual assets are placed in service. Estimated useful lives for the assets are as follows. | |||||||||
Buildings and fixtures | 8 - 43 years | ||||||||
Autos and trucks | 2 - 6 years | ||||||||
Tools and equipment | 4 - 10 years | ||||||||
Computer software | 5 years | ||||||||
Intangible Assets | Intangible Assets | ||||||||
The Company’s intangible assets include goodwill, which represents the excess of purchase price over tangible and intangible assets acquired, less liabilities assumed arising from business acquisitions. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. As required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350-20, the Company conducted an analysis of the goodwill on its single reporting unit using the Company. As of July 31, 2014, the assessment for impairment found that there is no impairment of goodwill. The Company has no accumulated impairment losses on goodwill. | |||||||||
Long-Lived Assets | Long-Lived Assets | ||||||||
In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There was no impairment of assets identified during the year ended July 31, 2014 or during the nine months ended April 30, 2015 (unaudited). | |||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability. | |||||||||
GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: | |||||||||
• | Level 1 — Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. | ||||||||
• | Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: | ||||||||
– | Quoted prices for similar assets or liabilities in active markets | ||||||||
– | Quoted prices for identical or similar assets or liabilities in markets that are not active | ||||||||
– | Inputs other than quoted prices that are observable for the asset or liability | ||||||||
– | Inputs that are derived principally from or corroborated by observable market data by correlation or other means | ||||||||
• | Level 3 — Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). | ||||||||
The Company has determined that the book value of its outstanding financial instruments as of April 30, 2015 (unaudited) and July 31, 2014 approximates the fair value. | |||||||||
Concentration of Credit Risk | Concentration of Credit Risk | ||||||||
Financial instruments that potentially expose the Company to concentration of credit risk include cash, accounts receivable, notes receivable, and amounts due from related parties. The Company maintains its cash in banks located in Japan and Hong Kong in financial institutions with high credit ratings. Substantially all of the Company’s revenues are generated from customers in Japan. The Company conducts periodic reviews of the financial condition and payment practices of its customers and note receivable holders. The Company has not experienced significant losses relating to these concentrations in the past. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
The Company’s revenue consists primarily of sales of comprehensive and informative horse racing literature subscriptions through multiple websites focusing on all aspects of the horse racing industry in Japan. Publication of horse racing digital magazines, providing support for print publications, and participating in other public events and media programs related to the horse racing industry do not generate significant revenue directly. These activities are undertaken for the purpose of increasing the number of horse racing fans and driving potential customers to our websites so as to hopefully eventually convert them to paying customers. | |||||||||
The Company recognizes revenue on arrangements in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The majority of the Company’s revenue is generated by per-item sales. For all users, payment is received at the time of purchase. The Company recognizes revenue for per-item sales when the requested information is supplied to the user. For subscriptions that span a period of time, the Company recognizes revenue over the term of the subscription. Revenues are presented net of refunds, credits and known and estimated credit card chargebacks. The Company reports revenue net of any required taxes collected from customers and remitted to government authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. Rights to content purchased by customers in advance of the content being provided are recorded as deferred revenue. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share | ||||||||
In accordance with ASC 260, Earnings Per Share, the basic income per common share is computed by dividing the net income available to common stockholders after preferred stock dividends, 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. The Company had no common stock equivalents outstanding that were included in the diluted earnings per share during the three or nine months ended April 30, 2015 or 2014 (unaudited). As a result, the basic and diluted earnings per share were the same for each of the periods presented. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of foreign translation rates | Balance Sheet Dates | ||||||||
April 30, | July 31, | ||||||||
2015 | 2014 | ||||||||
Japanese Yen to USD | 0.0084 | 0.0098 | |||||||
Hong Kong Dollars to USD | 0.129 | 0.129 | |||||||
The following rates were used to translate the accounts of LinkBit and Umajin HK into USD for the following operating periods. | |||||||||
For the Nine Months Ended | |||||||||
April 30, | April 30, | ||||||||
2015 | 2014 | ||||||||
Japanese Yen to USD | 0.0088 | 0.0099 | |||||||
Hong Kong Dollars to USD | 0.129 | 0.1289 | |||||||
Schedule of estimated useful lives of property and equipment | Buildings and fixtures | 8 - 43 years | |||||||
Autos and trucks | 2 - 6 years | ||||||||
Tools and equipment | 4 - 10 years | ||||||||
Computer software | 5 years |
3_Property_and_Equipment_net_T
3. Property and Equipment, net (Tables) | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of property and equipment | April 30, | July 31, | |||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Buildings and fixtures | $ | 240,478 | $ | 272,079 | |||||
Autos and trucks | 305,421 | 356,324 | |||||||
Tools and equipment | 521,482 | 567,354 | |||||||
Computer software | 1,337,372 | 1,560,267 | |||||||
Construction in progress | 12,736 | – | |||||||
Horses | 20,160 | 41,347 | |||||||
2,437,649 | 2,797,371 | ||||||||
Less: accumulated depreciation | (2,156,258 | ) | (2,423,114 | ) | |||||
$ | 281,391 | $ | 374,257 |
5_Notes_Receivable_Tables
5. Notes Receivable (Tables) | 9 Months Ended | ||||
Apr. 30, 2015 | |||||
Receivables [Abstract] | |||||
Schedule of future maturities of notes receivable | Period ended | ||||
30-Apr-15 | |||||
2015 (remainder of) | $ | 1,555,058 | |||
2016 | – | ||||
2017 | – | ||||
2018 | – | ||||
2019 | 9,493 | ||||
Thereafter | 549,302 | ||||
Total | $ | 2,113,853 |
6_Goodwill_Tables
6. Goodwill (Tables) | 9 Months Ended | ||||
Apr. 30, 2015 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Schedule of goodwill | Balance as of July 31, 2014 | $ | 7,549,434 | ||
Foreign currency translation adjustment | (1,064,265 | ) | |||
Balance as of April 30, 2015 (unaudited) | $ | 6,485,169 |
7_Notes_Payable_Tables
7. Notes Payable (Tables) | 9 Months Ended | ||||||||
Apr. 30, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of notes payable | April 30, | July 31, | |||||||
2015 | 2014 | ||||||||
(Unaudited) | |||||||||
Unsecured notes payable originally issued on September 30, 2009 and November 30, 2010, due in full on November 30, 2015, bearing interest at 3.5% per annum due monthly. | $ | 72,223 | $ | 205,134 | |||||
Unsecured note payable issued on December 9, 2011, due on demand, bearing interest at 1% per annum due monthly. | 840,000 | 980,000 | |||||||
Unsecured note payable issued on January 30, 2013, due on demand, bearing interest at 1% per annum due monthly. | 420,000 | 490,000 | |||||||
Unsecured note payable issued on July 23, 2013, due on August 5, 2016, bearing interest at 1.2% per annum due monthly. | 176,568 | 327,712 | |||||||
Unsecured note payable issued on September 30, 2013, due on September 30, 2014, bearing interest at 15% per annum due monthly. | – | 784,000 | |||||||
Unsecured note payable issued on December 20, 2011, due on December 20, 2014, bearing interest at 15% per annum due monthly. | 1,596,000 | 2,058,000 | |||||||
Unsecured note payable issued on June 28, 2013, due on October 31, 2015, bearing interest at 15% per annum due monthly. | 168,000 | 196,000 | |||||||
Unsecured note payable issued on August 2, 2010, due on July 31, 2015, bearing interest at 12% per annum due monthly. | – | 1,715,000 | |||||||
Unsecured note payable issued on January 20, 2011, due on June 30, 2017, bearing interest at 12% per annum due monthly. | 1,092,000 | 1,960,000 | |||||||
Unsecured note payable issued on July 20, 2011, due on July 20, 2015, bearing interest at 12% per annum due monthly. | 252,000 | 294,000 | |||||||
Unsecured notes payable, non-interest bearing, due on demand | 51,277 | 58,527 | |||||||
Total notes payable | 4,668,068 | 9,068,373 | |||||||
Less: current portion of notes payable | 3,231,500 | 8,339,527 | |||||||
Long-term portion of notes payable | $ | 1,436,568 | $ | 728,846 | |||||
Schedule of future long-term debt maturities | Year Ended | ||||||||
July 31, | |||||||||
2015 (remainder of) | $ | 3,159,277 | |||||||
2016 | 240,223 | ||||||||
2017 | 1,268,568 | ||||||||
Total | $ | 4,668,068 |
1_Description_of_Business_Deta
1. Description of Business (Details Narrative) | Apr. 30, 2015 |
LinkBit | |
Equity ownership percentage | 100.00% |
Umajin HK | |
Equity ownership percentage | 100.00% |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details - Foreign currency rates) | 9 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Jul. 31, 2014 | |
Japan, Yen | |||
Foreign currency rates | 0.0084 | 0.0098 | |
Foreign currency rates over duration | 0.0088 | 0.0099 | |
Hong Kong, Dollars | |||
Foreign currency rates | 0.129 | 0.129 | |
Foreign currency rates over duration | 0.129 | 0.1289 |
2_Summary_of_Significant_Accou4
2. Summary of Significant Accounting Policies (Details - Estimated useful lives) | 9 Months Ended |
Apr. 30, 2015 | |
Building and fixtures [Member] | |
Estimated useful lives | 8-43 years |
Autos and trucks [Member] | |
Estimated useful lives | 2-6 years |
Tools and equipment [Member] | |
Estimated useful lives | 4-10 years |
Computer software [Member] | |
Estimated useful lives | 5 years |
2_Summary_of_Significant_Accou5
2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 9 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [Abstract] | |
Cash equivalents | $0 |
Allowance for doubtful accounts | 0 |
Accumulated impairment losses on goodwill | 0 |
Asset impairment charges | $0 |
Common stock equivalents | 0 |
3_Property_and_Equipment_net_D
3. Property and Equipment, net (Details) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Property and equipment, gross | $2,437,649 | $2,797,371 |
Less: accumulated depreciation | -2,156,258 | -2,423,114 |
Property and equipment, net | 281,391 | 374,257 |
Building and fixtures [Member] | ||
Property and equipment, gross | 240,478 | 272,079 |
Autos and trucks [Member] | ||
Property and equipment, gross | 305,421 | 356,324 |
Tools and equipment [Member] | ||
Property and equipment, gross | 521,482 | 567,354 |
Computer software [Member] | ||
Property and equipment, gross | 1,337,372 | 1,560,267 |
Construction in Progress [Member] | ||
Property and equipment, gross | 12,736 | 0 |
Horses [Member] | ||
Property and equipment, gross | $20,160 | $41,347 |
4_Due_from_Related_Parties_Det
4. Due from Related Parties (Details Narrative) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Due from related parties | $1,945,439 | $1,481,811 |
Officers and directors | ||
Due from related parties | 0 | 1,144,647 |
Other related party | ||
Due from related parties | $1,945,439 | $337,164 |
5_Notes_Receivable_Details_Not
5. Notes Receivable (Details - Notes Receivable) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Receivables [Abstract] | ||
2015 (remainder of) | $1,555,058 | |
2016 | 0 | |
2017 | 0 | |
2018 | 0 | |
2019 | 9,493 | |
Thereafter | 549,302 | |
Total | $2,113,853 | $2,314,451 |
5_Notes_Receivable_Details_Nar
5. Notes Receivable (Details Narrative) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Receivables [Abstract] | ||
Notes receivable outstanding | $2,113,853 | $2,314,451 |
Notes receivable current | $1,555,058 | $1,682,327 |
6_Goodwill_Details
6. Goodwill (Details) (USD $) | 9 Months Ended |
Apr. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $7,549,434 |
Foreign currency translation adjustment | -1,064,265 |
Goodwill, ending balance | $6,485,169 |
7_Notes_Payable_Details_Schedu
7. Notes Payable (Details - Schedule of debt) (USD $) | 9 Months Ended | |
Apr. 30, 2015 | Jul. 31, 2014 | |
Unsecured notes payable | $4,668,068 | $9,068,373 |
Notes payable, current portion | 3,231,500 | 8,339,527 |
Notes payable, long-term portion | 1,436,568 | 728,846 |
Note 1 | ||
Unsecured notes payable | 72,223 | 205,134 |
Debt maturity date | 30-Nov-15 | |
Stated interest rate | 3.50% | |
Note 2 | ||
Unsecured notes payable | 840,000 | 980,000 |
Stated interest rate | 1.00% | |
Note 3 | ||
Unsecured notes payable | 420,000 | 490,000 |
Stated interest rate | 1.00% | |
Note 4 | ||
Unsecured notes payable | 176,568 | 327,712 |
Debt maturity date | 5-Aug-16 | |
Stated interest rate | 1.20% | |
Note 5 | ||
Unsecured notes payable | 0 | 784,000 |
Debt maturity date | 30-Sep-14 | |
Stated interest rate | 15.00% | |
Note 6 | ||
Unsecured notes payable | 1,596,000 | 2,058,000 |
Debt maturity date | 20-Dec-14 | |
Stated interest rate | 15.00% | |
Note 7 | ||
Unsecured notes payable | 168,000 | 196,000 |
Debt maturity date | 31-Oct-15 | |
Stated interest rate | 15.00% | |
Note 8 | ||
Unsecured notes payable | 0 | 1,715,000 |
Debt maturity date | 31-Jul-15 | |
Stated interest rate | 12.00% | |
Note 9 | ||
Unsecured notes payable | 1,092,000 | 1,960,000 |
Debt maturity date | 30-Jun-17 | |
Stated interest rate | 12.00% | |
Note 10 | ||
Unsecured notes payable | 252,000 | 294,000 |
Debt maturity date | 20-Jul-15 | |
Stated interest rate | 12.00% | |
Note 11 | ||
Unsecured notes payable | $51,277 | $58,527 |
7_Notes_Payable_Details_Maturi
7. Notes Payable (Details - Maturities of debt) (USD $) | Apr. 30, 2015 |
Debt Disclosure [Abstract] | |
2015 (remainder of) | $3,159,277 |
2016 | 240,223 |
2017 | 1,268,568 |
Total notes payable | $4,668,068 |
Recovered_Sheet1
8. Notes Payable From Related Parties (Details Narrative) (USD $) | Apr. 30, 2015 | Jul. 31, 2014 |
Note payable to related party | $1,030,730 | |
Chairman and Chief Executive Officer [Member] | ||
Note payable to related party | 862,730 | |
President [Member] | ||
Note payable to related party | $168,000 |
9_Convertible_Note_Payable_Det
9. Convertible Note Payable (Details Narrative) (USD $) | 9 Months Ended | |
Apr. 30, 2015 | Jul. 31, 2014 | |
Convertible note payable | $1,680,000 | |
Convertible Debt [Member] | ||
Convertible note payable | $1,680,000 | |
Debt maturity date | 5-Mar-16 | |
Stated interest rate | 1.00% | |
Debt conversion terms | At the option of the debt holder, beginning 40 days after the issuance of the note, the debt holder may convert the outstanding balance of the note into shares of the Company’s common stock at a conversion rate equal to one share per $1.10 of outstanding principal and accrued interest. |