Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2019 | Mar. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Grand Perfecta, Inc. | |
Entity Central Index Key | 0001550053 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,908,832 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity small business | true | |
Entity emerging growth | true | |
Ex transition emerging growth | false | |
Entity Shell Company | false | |
Entity Data interactive current | Yes | |
Entity File Number | 0-55423 | |
Entity Incorporation State Code | NV |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Oct. 31, 2019 | Jul. 31, 2019 |
Current assets | ||
Cash | $ 235 | $ 235 |
Current assets of discontinued operations | 355 | 516 |
Total current assets | 590 | 751 |
Total assets | 590 | 751 |
Current liabilities | ||
Accounts payable and accrued expenses | 49,296 | 26,392 |
Advance payable - related party | 1,000 | 0 |
Current liabilities of discontinued operations | 10,697 | 7,946 |
Total current liabilities | 60,993 | 34,338 |
Total liabilities | 60,993 | 34,338 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 500,000,000 shares authorized, 7,977,332 shares issued and outstanding | 7,977 | 7,977 |
Additional paid-in capital | 4,681,285 | 4,681,285 |
Accumulated deficit | (4,724,573) | (4,697,648) |
Accumulated other comprehensive income | (25,092) | (25,201) |
Total stockholders' equity (deficit) | (60,403) | (33,587) |
Total liabilities and stockholders' equity (deficit) | $ 590 | $ 751 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Oct. 31, 2019 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 7,977,332 | 7,977,332 |
Common stock shares outstanding | 7,977,332 | 7,977,332 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Income Statement [Abstract] | ||
Net sales | $ 0 | $ 0 |
Total revenues | 0 | 0 |
Operating expenses: | ||
General and administrative expenses | 23,904 | 28,329 |
Total operating expenses | 23,904 | 28,329 |
Loss from operations | (23,904) | (28,329) |
Net loss before provision for income taxes | (23,904) | (28,329) |
Provision for (benefit from) income taxes | 0 | 0 |
Net loss from continuing operations | (23,904) | (28,329) |
Income (loss) from operations of discontinued operations | (83) | 2,353 |
Provision for income taxes for discontinued operations | (2,938) | 0 |
Net income (loss) from discontinued operations | (3,021) | 2,353 |
Net loss | (26,925) | (25,976) |
Other comprehensive loss | ||
Foreign currency translation adjustments | 109 | 139 |
Comprehensive loss | $ (26,816) | $ (25,837) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Acccumulated Other Comprehensive Income | Total |
Beginning balance, shares at Jul. 31, 2018 | 0 | 4,977,332 | ||||
Beginning balance, value at Jul. 31, 2018 | $ 0 | $ 4,977 | $ 4,594,285 | $ (5,152,172) | $ (21,870) | $ (574,780) |
Foreign currency translation adjustment | 139 | 139 | ||||
Net income (loss) | (25,976) | (25,976) | ||||
Ending balance, shares at Oct. 31, 2018 | 0 | 4,977,332 | ||||
Ending balance, value at Oct. 31, 2018 | $ 0 | $ 4,977 | 4,594,285 | (5,178,148) | (21,731) | (600,617) |
Beginning balance, shares at Jul. 31, 2019 | 0 | 7,977,332 | ||||
Beginning balance, value at Jul. 31, 2019 | $ 0 | $ 7,977 | 4,681,285 | (4,697,648) | (25,201) | (33,587) |
Foreign currency translation adjustment | 109 | 109 | ||||
Net income (loss) | (26,925) | (26,925) | ||||
Ending balance, shares at Oct. 31, 2019 | 0 | 7,977,332 | ||||
Ending balance, value at Oct. 31, 2019 | $ 0 | $ 7,977 | $ 4,681,285 | $ (4,724,573) | $ (25,092) | $ (60,403) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (26,925) | $ (25,976) | |
Less net (income) loss from discontinued operations | 3,021 | (2,353) | |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued expenses | 22,904 | (9,527) | |
Operating cash flows from discontinued operations | (163) | 3,282 | |
Net cash used in operating activities | (1,202) | (34,574) | |
Cash flows from investing activities | |||
Investing activities of discontinued operations | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | |
Cash flows from financing activities | |||
Proceeds from related party advances | 1,000 | 0 | |
Financing activities of discontinued operations | 0 | 0 | |
Net cash provided by financing activities | 1,000 | 0 | |
Effect of exchange rate fluctuations on cash | 41 | (118) | |
Net change in cash | (161) | (34,692) | |
Cash of continuing operations, beginning of period | 235 | 49,857 | $ 49,857 |
Cash of discontinued operations, beginning of period | 516 | 2,859 | 2,859 |
Cash, beginning of the period | 751 | 52,716 | 52,716 |
Cash, end of the period | 590 | 18,024 | 751 |
Less: cash of discontinued opertions, end of period | 355 | 6,023 | 516 |
Cash of continuing operations, end of period | 235 | 12,001 | $ 235 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 0 | 0 | |
Income taxes paid | $ 0 | $ 0 |
1. Description of Business
1. Description of Business | 3 Months Ended |
Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 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. (“LBC”), a Japanese corporation, for 25,000,000 common shares in a transaction accounted for as a recapitalization of LBC. 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. (“SPI”), as a California subsidiary to pursue development of a fantasy sports offering to horse racing fans. The operations of Grand Perfecta, LBC, Umajin HK, and SPI are collectively referred to as the “Company.” On December 16, 2015, LBC acquired 100% of the outstanding shares of Basougu Shokuninkai Co., Ltd. (“Basougu”), a Japanese corporation. On January 7, 2016, SPI acquired 100% of the outstanding stock of Just Mobile Sdn. Bhd. (“Just Mobile”), a Malaysian company. 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. 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 SPI 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) 100,000 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 “SPI Transaction”). After this transaction, Neo Sports did not own any securities of the Company. All common and preferred shares delivered to the Company as part of the SPI Transaction were immediately cancelled. 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, 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 “LBC Transaction”). On December 16, 2019, the Company transferred 100% of the common stock of Umajin HK, a Hong Kong corporation and a subsidiary of the Company to a Japanese corporation in exchange for $1. Also on December 16, 2019, the Company transferred 100% of the common stock of WRN, a Japanese corporation and a subsidiary of the Company to a Japanese corporation in exchange for $1 and the forgiveness of a payable to WRN in the amount of $90,956. After these transfers, the Company had no subsidiaries. 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 and was sold on December 16, 2019. 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 operated one of these websites through April 2019 and was sold on December 16, 2019. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements of the Company as of October 31, 2019, and for the three months ended October 31, 2019 and 2018, 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 October 31, 2019 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, 2019 and 2018 included in the Company's Form 10-K filed on December 18, 2019. The accompanying unaudited consolidated financial statements include the accounts of Grand Perfecta and its wholly-owned subsidiaries Umajin HK and WRN. The Company discontinued the operations of its wholly-owned subsidiaries Umajin HK and WRN in December 2019. 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. After the discontinued operations, the Company consists solely of Grand Perfecta. 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 discontinuation 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 into which to enter 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 October 31, 2019, we had cash of $590, of which $235 was from continuing operations and $355 was from discontinued operations, and a working capital deficit of $60,403. As of July 31, 2019, we had cash of $751, of which $235 was from continuing operations and $516 was from discontinued operations, and a working capital deficit of $33,587. 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 WRN and Umajin HK (UHK). UHK had been delivering information on horse racing to its users through its website, however it terminated its service at the end of June 2017. WRN had been delivering information on horse racing to its users through its website, however it terminated its service during April 2019. WRN 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 Umajin HK and WRN into USD at the following balance sheet dates. Balance Sheet Dates October 31, 2019 July 31, 2019 Japanese Yen to USD 0.0092 0.0092 Hong Kong Dollars to USD 0.1276 0.1278 The following rates were used to translate the accounts of Umajin HK and WRN into USD for the following operating periods. For the Three Months Ended October 31, 2019 October 31, 2018 Japanese Yen to USD 0.0093 0.0089 Hong Kong Dollars to USD 0.1276 0.1275 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 October 31, 2019 and July 31, 2019. 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 October 31, 2019 and July 31, 2019. 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 October 31, 2019 and July 31, 2019 approximates the fair value. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk include cash and accounts receivable. The Company maintains its cash in banks located in Japan, Hong Kong and the United States in financial institutions with high credit ratings. Substantially all of the Company’s revenues have been generated from customers in Japan. The Company conducts periodic reviews of the financial condition and payment practices of its customers. The Company had no losses related to the write off of accounts receivable during the three months ended October 31, 2019 and 2018. Revenue Recognition Effective August 1, 2018 we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 606-10, Revenue from Contracts with Customers (“ASC 606-10”). The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. The Company’s revenue consisted 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 were 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 majority of the Company’s revenue was generated by per-item sales. For certain users, payment was received at the time of purchase and for others it was received after purchase. In either case, our performance obligation was to provide the requested information to users. Therefore, we recognized revenue for per-item sales when the requested information was supplied to the user or for information packages that span a period of time, ratably over the subscription period. 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 information purchased by customers in advance of the information being provided are recorded as deferred. As of October 31, 2019, the Company had $0 in deferred revenues. The Company will amortize these deferred revenues based on the monthly subscriptions and record revenue in line with the amortization of these advance payments. 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 $0 and $0 for the three months ended October 31, 2019 and 2018, 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. 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. Advance Payable - Related Pa
3. Advance Payable - Related Party | 3 Months Ended |
Oct. 31, 2019 | |
Payables and Accruals [Abstract] | |
Advance Payable - Related Party | 3. ADVANCE PAYABLE – RELATED PARTY During the three months ended October 31, 2019, the Company received $1,000 in funds advance by a related party. This advance is due on demand, unsecured and non-interest bearing. |
4. Stockholders' Equity
4. Stockholders' Equity | 3 Months Ended |
Oct. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 4. 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 zero shares of Series A Preferred Stock issued and outstanding as of October 31, 2019 and July 31, 2019. Common Stock The Company had 7,977,332 shares of Common Stock issued and outstanding as of October 31, 2019 and July 31, 2019. |
5. Commitments and Contingencie
5. Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES 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
6. Related Party Transactions | 3 Months Ended |
Oct. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. This agreement was extended for seventeen additional months through December 2019 at which time he resigned from all his position with the Company. During the three months ending October 31, 2019 and 2018 the Company had expensed $9,000 and $9,000 in consulting fees for this agreement, respectively. During the three months ended October 31, 2019, the Company received $1,000 in funds advance by the now former CEO. This advance is due on demand, unsecured and non-interest bearing. During the year ended July 31, 2019 and prior to May 5, 2019, the Company received $26,849 in advances from its now former CEO of which they paid $15,949 back. On May 5, 2019, the Company issued 3,000,000 shares of common stock to its now former CEO and sole director as payment of the remaining $10,900 in advances and also $4,500 in consulting services accrued at that time for the agreement listed above and recognized a loss on extinguishment of related party debt of $74,600. |
7. Discontinued Operations
7. Discontinued Operations | 3 Months Ended |
Oct. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 7. DISCONTINUED OPERATIONS In December 2019, the Company decided to discontinue its remaining operations. This was done by the way of two transactions. On December 16, 2019, the Company transferred 100% of the common stock of Umajin HK, a Hong Kong corporation and a subsidiary of the Company to a Japanese corporation in exchange for $1. Also on December 16, 2019, the Company transferred 100% of the common stock of WRN, a Japanese corporation and a subsidiary of the Company to a Japanese corporation in exchange for $1 and the forgiveness of a payable to WRN in the amount of $90,956. After these transfers, the Company had no subsidiaries. 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 October 31, 2019 and July 31, 2019, and consist of the following: October 31, 2019 July 31, 2019 CURRENT ASSETS OF DISCONTINUED OPERATIONS: Cash $ 355 $ 516 Prepaid expenses and other current assets – – TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ 355 $ 516 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS Accounts payable and accrued expenses $ 6,432 $ 6,581 Taxes payable 4,265 1,365 TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ 10,697 $ 7,946 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 from discontinued operations for the three months ended October 31, 2019 and 2018 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) for the three months ended October 31, 2019 and 2018, and consist of the following: For the Three Months Ended October 31, 2019 October 31, 2018 REVENUES OF DISCONTINUED OPERATIONS $ – $ 30,662 OPERATING EXPENSES OF DISCONTINUED OPERATIONS: Cost of sales – 26,397 Other general and administrative expenses 83 1,912 83 28,309 OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS (83 ) 2,353 INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS (83 ) 2,353 Provision for income taxes of discontinued operations 2,938 – NET INCOME (LOSS) OF DISCONTINUED OPERATIONS $ (3,021 ) $ 2,353 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 three months ended October 31, 2019 and 2018 have been reflected as discontinued operations in the consolidated statements of cash flows for the three months ended October 31, 2019 and 2018, and consist of the following: Three Months Ended October 31, 2019 October 31, 2018 DISCONTINUED OPERATING ACTIVITIES Net income (loss) $ (2,982 ) $ 2,353 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Changes in operating assets and liabilities: Accounts receivable – 1,826 Accounts payable and accrued expenses 2,819 (897 ) Net cash provided by operating activities of discontinued operations $ (163 ) $ 3,282 |
8. Subsequent Events
8. Subsequent Events | 3 Months Ended |
Oct. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. SUBSEQUENT EVENTS Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the consolidated financial statements were issued and there are no material subsequent events, except as noted below. On December 16, 2019, the Company executed two stock purchase agreements to sell its two operating subsidiaries of the Company. The Company sold 100% of the shares issued and outstanding of its subsidiary, Umajin HK (UHK), for $1.00 to a Japanese corporation. The Company also sold 100% of the shares issued and outstanding of its subsidiary, WRN, for $1.00 to a Japanese corporation. Additionally, in conjunction with these agreements, the payable in the amount of $90,956 of the Company to WRN will be forgiven and a payable in the amount of approximately $15,541 of its subsidiary UHK to WRN will also be forgiven. On December 18, 2019, Grand Perfecta, Inc. (the “Company”) entered into and consummated an Agreement for the Purchase of Common Stock (the “Purchase Agreement”) dated December 4, 2019, with Steve Ketter and Liu Yang (“Mr. Liu”) pursuant to which the Company agreed to sell to Mr. Liu, and Mr. Liu agreed to purchase from the Company, 4,350,000 shares of the Company’s common stock for a purchase price of $182,000. On December 18, 2019, the Company issued to Mr. Liu an aggregate of 11,931,500 shares of common stock in consideration of $182,000 paid pursuant to the Purchase Agreement and for the efforts of Mr. Liu in acquiring a majority of the outstanding shares of the Company, the expenses incurred in connection therewith and the understanding that he will fund the immediate capital needs of the Company. On December 18, 2019, Steve Ketter, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer and sole director of the Company, sold 3,000,000 shares of the Company’s common stock to Liu Yang for a purchase price of $268,000 pursuant to the Purchase Agreement. As a result of the foregoing transactions, Mr. Liu owns 14,931,500 shares of the Company’s common stock, representing approximately 75% of the Company’s outstanding shares of common stock. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company as of October 31, 2019, and for the three months ended October 31, 2019 and 2018, 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 October 31, 2019 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, 2019 and 2018 included in the Company's Form 10-K filed on December 18, 2019. The accompanying unaudited consolidated financial statements include the accounts of Grand Perfecta and its wholly-owned subsidiaries Umajin HK and WRN. The Company discontinued the operations of its wholly-owned subsidiaries Umajin HK and WRN in December 2019. 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. After the discontinued operations, the Company consists solely of Grand Perfecta. |
Financial Statement Reclassification | Financial Statement Reclassification Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications. 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 | 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 | Going Concern Based on operating losses and negative cash from operations and the discontinuation 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 into which to enter 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 October 31, 2019, we had cash of $590, of which $235 was from continuing operations and $355 was from discontinued operations, and a working capital deficit of $60,403. As of July 31, 2019, we had cash of $751, of which $235 was from continuing operations and $516 was from discontinued operations, and a working capital deficit of $33,587. 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 | Foreign Exchange The Company’s primary operations are conducted in Japan and performed by its wholly owned subsidiaries WRN and Umajin HK (UHK). UHK had been delivering information on horse racing to its users through its website, however it terminated its service at the end of June 2017. WRN had been delivering information on horse racing to its users through its website, however it terminated its service during April 2019. WRN 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 Umajin HK and WRN into USD at the following balance sheet dates. Balance Sheet Dates October 31, 2019 July 31, 2019 Japanese Yen to USD 0.0092 0.0092 Hong Kong Dollars to USD 0.1276 0.1278 The following rates were used to translate the accounts of Umajin HK and WRN into USD for the following operating periods. For the Three Months Ended October 31, 2019 October 31, 2018 Japanese Yen to USD 0.0093 0.0089 Hong Kong Dollars to USD 0.1276 0.1275 |
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 October 31, 2019 and July 31, 2019. |
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 October 31, 2019 and July 31, 2019. |
Fair Value of Financial Instruments | 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 October 31, 2019 and July 31, 2019 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 and accounts receivable. The Company maintains its cash in banks located in Japan, Hong Kong and the United States in financial institutions with high credit ratings. Substantially all of the Company’s revenues have been generated from customers in Japan. The Company conducts periodic reviews of the financial condition and payment practices of its customers. The Company had no losses related to the write off of accounts receivable during the three months ended October 31, 2019 and 2018. |
Revenue Recognition | Revenue Recognition Effective August 1, 2018 we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 606-10, Revenue from Contracts with Customers (“ASC 606-10”). The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. The Company’s revenue consisted 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 were 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 majority of the Company’s revenue was generated by per-item sales. For certain users, payment was received at the time of purchase and for others it was received after purchase. In either case, our performance obligation was to provide the requested information to users. Therefore, we recognized revenue for per-item sales when the requested information was supplied to the user or for information packages that span a period of time, ratably over the subscription period. 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 information purchased by customers in advance of the information being provided are recorded as deferred. As of October 31, 2019, the Company had $0 in deferred revenues. The Company will amortize these deferred revenues based on the monthly subscriptions and record revenue in line with the amortization of these advance payments. |
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. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs incurred amounted to $0 and $0 for the three months ended October 31, 2019 and 2018, respectively. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share In accordance with ASC 260, Earnings Per Share, the basic income per common share is computed by dividing the net income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. No dilutive potential common shares were included in the computation of diluted net income per share because their impact was anti-dilutive. The basic and diluted earnings per share were the same for each of the periods presented. |
Recent Accounting Pronouncements | 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. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of foreign translation rates | The following rates were used to translate the accounts of Umajin HK and WRN into USD at the following balance sheet dates. Balance Sheet Dates October 31, 2019 July 31, 2019 Japanese Yen to USD 0.0092 0.0092 Hong Kong Dollars to USD 0.1276 0.1278 The following rates were used to translate the accounts of Umajin HK and WRN into USD for the following operating periods. For the Three Months Ended October 31, 2019 October 31, 2018 Japanese Yen to USD 0.0093 0.0089 Hong Kong Dollars to USD 0.1276 0.1275 |
7. Discontinued Operations (Tab
7. Discontinued Operations (Tables) | 3 Months Ended |
Oct. 31, 2019 | |
Discontinued Operations [Member] | |
Schedule of discontinued operations financial information | October 31, 2019 July 31, 2019 CURRENT ASSETS OF DISCONTINUED OPERATIONS: Cash $ 355 $ 516 Prepaid expenses and other current assets – – TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ 355 $ 516 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS Accounts payable and accrued expenses $ 6,432 $ 6,581 Taxes payable 4,265 1,365 TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ 10,697 $ 7,946 For the Three Months Ended October 31, 2019 October 31, 2018 REVENUES OF DISCONTINUED OPERATIONS $ – $ 30,662 OPERATING EXPENSES OF DISCONTINUED OPERATIONS: Cost of sales – 26,397 Other general and administrative expenses 83 1,912 83 28,309 OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS (83 ) 2,353 INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS (83 ) 2,353 Provision for income taxes of discontinued operations 2,938 – NET INCOME (LOSS) OF DISCONTINUED OPERATIONS $ (3,021 ) $ 2,353 Three Months Ended October 31, 2019 October 31, 2018 DISCONTINUED OPERATING ACTIVITIES Net income (loss) $ (2,982 ) $ 2,353 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Changes in operating assets and liabilities: Accounts receivable – 1,826 Accounts payable and accrued expenses 2,819 (897 ) Net cash provided by operating activities of discontinued operations $ (163 ) $ 3,282 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details - Foreign currency rates) | 3 Months Ended | ||
Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | |
Japan, Yen | |||
Foreign currency rates at balance sheet date | 0.0092 | 0.0092 | |
Foreign currency rates during the period | 0.0093 | 0.0089 | |
Hong Kong, Dollars | |||
Foreign currency rates at balance sheet date | 0.1276 | 0.1278 | |
Foreign currency rates during the period | 0.1276 | 0.1275 |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | Jul. 31, 2018 | |
Cash | $ 235 | $ 12,001 | $ 235 | $ 49,857 |
Cash, at end of period | 590 | 18,024 | 751 | $ 52,716 |
Working capital | (60,403) | (33,587) | ||
Cash equivalents | 0 | 0 | ||
Allowance for doubtful accounts | 0 | 0 | ||
Impairment on long-lived assets | 0 | 0 | ||
Advertising expenses | $ 0 | $ 0 | ||
Anti-dilutive shares excluded from computation of net income per share | 0 | 0 | ||
Segment Continuing Operations [Member] | ||||
Cash, at end of period | $ 235 | 235 | ||
Discontinued Operations [Member] | ||||
Cash, at end of period | $ 355 | $ 516 |
3. Advance Payable - Related _2
3. Advance Payable - Related Party (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Proceeds from related party | $ 1,000 | $ 0 |
4. Stockholders' Equity (Detail
4. Stockholders' Equity (Details Narrative) - $ / shares | 3 Months Ended | |
Oct. 31, 2019 | Jul. 31, 2019 | |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock shares issued | 7,977,332 | 7,977,332 |
Common stock shares outstanding | 7,977,332 | 7,977,332 |
Series A Preferred Stock [Member] | ||
Preferred stock shares authorized | 100,000 | 100,000 |
Liquidation preference per share | $ 0.05 | $ 0.05 |
Preferred stock voting preference | 10 to 1 voting preference over common stock |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2019 | |
Accounts payable related party | $ 1,000 | $ 0 | |
Proceeds from related party | 1,000 | $ 0 | |
Advertising expense | 0 | 0 | |
Former CEO [Member] | |||
Proceeds from related party | 1,000 | 26,849 | |
Repayment to related party | $ 15,949 | ||
Stock issued for services, shares | 3,000,000 | ||
Debt converted, amount converted | $ 15,400 | ||
Loss on extinguishment of debt | $ (74,600) | ||
Consulting services | $ 9,000 | $ 9,000 |
7. Discontinued Operations (Det
7. Discontinued Operations (Details - Balance Sheet) - USD ($) | Oct. 31, 2019 | Jul. 31, 2019 |
Total current assets of discontinued operations | $ 355 | $ 516 |
Total current liabilities of discontinued operations | 10,697 | 7,946 |
Discontinued Operations [Member] | ||
Cash of discontinued operations | 355 | 516 |
Accounts receivable, net | 0 | 0 |
Total current assets of discontinued operations | 355 | 516 |
Accounts payable and accrued expenses | 6,432 | 6,581 |
Taxes payable | 4,265 | 1,365 |
Total current liabilities of discontinued operations | $ 10,697 | $ 7,946 |
7. Discontinued Operations (D_2
7. Discontinued Operations (Details - Results of Operations) - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
OPERATING EXPENSES OF DISCONTINUED OPERATIONS: | ||
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS | $ (83) | $ 2,353 |
Provision for (benefit from) income taxes of discontinued operations [1] | 2,938 | 0 |
Net income (loss) from discontinued operations | (3,021) | 2,353 |
Discontinued Operations [Member] | ||
REVENUES OF DISCONTINUED OPERATIONS | 0 | 30,662 |
OPERATING EXPENSES OF DISCONTINUED OPERATIONS: | ||
Cost of sales | 0 | 26,397 |
Other general and administrative expenses | 83 | 1,912 |
Total operating expenses, disposal group | 83 | 28,309 |
OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS | (83) | 2,353 |
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS | (83) | 2,353 |
Provision for (benefit from) income taxes of discontinued operations [1] | 2,938 | 0 |
Net income (loss) from discontinued operations | $ (3,021) | $ 2,353 |
7. Discontinued Operations (D_3
7. Discontinued Operations (Details - Cash Flows) - USD ($) | 3 Months Ended | |
Oct. 31, 2019 | Oct. 31, 2018 | |
DISCONTINUED OPERATING ACTIVITIES | ||
Net income (loss) from discontinued operations | $ (3,021) | $ 2,353 |
Changes in operating assets and liabilities: | ||
Net cash provided by operating activities of discontinued operations | (163) | 3,282 |
Discontinued Operations [Member] | ||
DISCONTINUED OPERATING ACTIVITIES | ||
Net income (loss) from discontinued operations | (3,021) | 2,353 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 1,826 |
Accounts payable and accrued liabilities | 2,819 | (897) |
Net cash provided by operating activities of discontinued operations | $ (163) | $ 3,282 |