U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
GRAND PERFECTA, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
38611X 108
(CUSIP Number)
Takashi Ozawa, President
Grand Perfecta, Inc.
21st Floor, South Tower, New Pier Takeshiba
1-16-1, Kaigan, Minato-ku, Tokyo, Japan 105-0022
Telephone: +81-3-3436-4577
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
COPIES TO:
Mark E. Lehman
Nick Greenwood
Parsons Behle & Latimer
201 S. Main Street, Suite 1800
Salt Lake City, UT 84111
Tel: (801) 532-1234
Fax: (801) 536-6111
June 15, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following boxo.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 38611X 108 | Page2 of4 |
| 1 | Names of Reporting Persons
TAKASHI OZAWA | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a.¨ b.¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
| 6 | Citizenship or Place of Organization
JAPAN | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
6,600,000 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
6,600,000 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,600,000 | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
21.6% | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 38611X 108 | Page3 of4 |
| Item 1. | Security and Issuer. |
The title of the class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.001 per share (the “Shares”) of Grand Perfecta, Inc., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 21st Floor, South Tower, New Pier Takeshiba, 1-16-1, Kaigan, Minato-ku, Tokyo, Japan 105-0022.
| Item 2. | Identity and Background. |
(a), (b), (f) This Schedule 13D is being filed by Takashi Ozawa of Japan. The principal business address for Mr. Ozawa is 21st Floor, South Tower, New Pier Takeshiba, 1-16-1, Kaigan, Minato-ku, Tokyo, Japan 105-0022.
(c) Mr. Ozawa is the President, Chief Operations Officer, and a Director of the Issuer, and his address is the same as that of the Issuer.
(d) Mr. Ozawa has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Ozawa has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.
On May 12, 2012, the Issuer completed an Agreement and Plan of Reorganization whereby it acquired 100% of the issued and outstanding shares of LinkBit Consulting Co, Ltd. (“LinkBit”) for 25,000,000 common shares in a transaction accounted for as a recapitalization of LinkBit. Mr. Ozawa was a representative director and equity owner of LinkBit and acquired his Shares through this transaction.
| Item 4. | Purpose of Transaction. |
The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated herein by reference.
Mr. Ozawa from time to time may enter into discussions with other directors and officers of the Issuer, and other shareholders or third parties in connection with the his investment in the Issuer. Such discussions may include one or more of management, the board, other stockholders of the Issuer and other persons to discuss the Issuer’s business, strategies and other matters related to the Issuer. These discussions may review options for enhancing shareholder value through various strategic alternatives or operational or management initiatives including, but not limited to, improving capital structure and/or capital allocation, merger transactions, and general corporate strategies.
Mr. Ozawa intends to review his respective investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Shares, other investment opportunities available to Mr. Ozawa, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as he deems appropriate, including: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Shares (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) disposing of any or all of the Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
| CUSIP No. 38611X 108 | Page4 of4 |
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b) As of the date hereof, Mr. Ozawa may be deemed to be the beneficial owner of 6,600,000 Shares, constituting 21.6% of the Shares, based upon a total of 30,500,000 Shares outstanding as of March 15, 2015 (based on the Issuer’s Form 10, originally filed with the Securities and Exchange Commission on April 15, 2015).
Mr. Ozawa may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) his Shares.
(c) – (e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.
Except for the arrangements described herein, to the best knowledge of Mr. Ozawa, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to be Filed as Exhibits. |
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: June 15, 2015 | TAKASHI OZAWA | |
By: |
/s/ Takashi Ozawa | |