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Grand Perfecta, Inc. – ‘10-Q’ for 10/31/19

On:  Tuesday, 3/17/20, at 8:01am ET   ·   For:  10/31/19   ·   Accession #:  1683168-20-846   ·   File #:  0-55423

Previous ‘10-Q’:  ‘10-Q’ on 6/13/19 for 4/30/19   ·   Latest ‘10-Q’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/17/20  Grand Perfecta, Inc.              10-Q       10/31/19   39:1.4M                                   GlobalOne Filings Inc/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    167K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     17K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     17K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     14K 
 5: EX-32.2     Certification -- §906 - SOA'02                      HTML     14K 
36: R1          Document and Entity Information                     HTML     48K 
19: R2          Consolidated Balance Sheets (Unaudited)             HTML     74K 
14: R3          Consolidated Balance Sheets (Unaudited)             HTML     33K 
                (Parenthetical)                                                  
24: R4          Consolidated Statements of Operations and           HTML     68K 
                Comprehensive Income (Loss) (Unaudited)                          
35: R5          Consolidated Statements of Stockholders' Equity     HTML     32K 
                (Deficit) (Unaudited)                                            
18: R6          Consolidated Statements of Cash Flows (Unaudited)   HTML     75K 
13: R7          1. Description of Business                          HTML     27K 
25: R8          2. Summary of Significant Accounting Policies       HTML     45K 
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21: R11         5. Commitments and Contingencies                    HTML     17K 
37: R12         6. Related Party Transactions                       HTML     19K 
26: R13         7. Discontinued Operations                          HTML     36K 
16: R14         8. Subsequent Events                                HTML     21K 
22: R15         2. Summary of Significant Accounting Policies       HTML     87K 
                (Policies)                                                       
38: R16         2. Summary of Significant Accounting Policies       HTML     21K 
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                (Details - Foreign currency rates)                               
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                (Details Narrative)                                              
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‘10-Q’   —   Quarterly Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Part I -- Financial Information
"Consolidated Balance Sheets at October 31, 2019 (Unaudited) and July 31, 2019
"Consolidated Statements of Operations and Comprehensive Loss (Unaudited) -- Three Months Ended October 31, 2019 and 2018
"Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) -- Three Months Ended October 31, 2019 and 2018
"Consolidated Statements of Cash Flows (Unaudited) -- Three Months Ended October 31, 2019 and 2018
"Notes to Consolidated Financial Statements (Unaudited)
"Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 3 -- Quantitative and Qualitative Disclosures About Market Risk
"Part Ii -- Other Information
"Item 1 -- Legal Proceedings
"Item 1A -- Risk Factors
"Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
"Item 4 -- Mine Safety Disclosures
"Signatures

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2019

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________to _________

 

Commission file number: 000-55423

 

GRAND PERFECTA, INC.
(Exact name of Registrant as Specified in its Charter)

 

Nevada 46-5732930
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification Number)

 

16-4408 Xiahua Road

Tianhe District, Guangzhou

Guangdong, China
(Address of Principal Executive Offices including Zip Code)

 

(212) 324-1876
(Registrant's Telephone Number, Including Area Code)


NA
(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
   
Non-accelerated filer ☒ Smaller reporting company ☒
   
Emerging growth company ☒  

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

 

As of March 13, 2020, 19,908,832 shares of the issuer's common stock, par value of $0.001 per share, were outstanding.

 

 

 C: 

 

 

 

GRAND PERFECTA, INC.

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION 3
   
ITEM 1 – FINANCIAL STATEMENTS 3
   
ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17
   
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 21
   
ITEM 4 – CONTROLS AND PROCEDURES 21
   
PART II – OTHER INFORMATION 22
   
ITEM 1 – LEGAL PROCEEDINGS 22
ITEM 1A – RISK FACTORS 22
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 22
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES 22
ITEM 4 – MINE SAFETY DISCLOSURES 22
ITEM 5 – OTHER INFORMATION 22
ITEM 6 – EXHIBITS 22
   
SIGNATURES 23

 

 

 

 C: 
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PART I – FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

 

Consolidated Balance Sheets at October 31, 2019 (Unaudited) and July 31, 2019 4
   
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) — Three Months Ended October 31, 2019 and 2018 5
   
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) — Three Months Ended October 31, 2019 and 2018 6
   
Consolidated Statements of Cash Flows (Unaudited) — Three Months Ended October 31, 2019 and 2018 7
   
Notes to Consolidated Financial Statements (Unaudited) 8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 3 

 

 

GRAND PERFECTA, INC.

CONSOLIDATED BALANCE SHEETS

 

   October 31, 2019   July 31, 2019 
   (Unaudited)      
Assets          
Current assets          
Cash  $235   $235 
Current assets of discontinued operations   355    516 
Total current assets   590    751 
Total assets  $590   $751 
           
Liabilities and Stockholders' Equity (Deficit)          
Current liabilities          
Accounts payable and accrued expenses  $49,296   $26,392 
Advance payable - related party   1,000     
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        
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 

 

See accompanying notes to unaudited consolidated financial statements

 

 

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GRAND PERFECTA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

   For the Three Months Ended 
   October 31, 2019   October 31, 2018 
         
Net sales  $   $ 
Total revenues        
           
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        
Net loss from continuing operations   (23,904)   (28,329)
Income (loss) from operations 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 
Net loss  $(26,925)  $(25,976)
           
Net income (loss) per share from continuing operations, basic and diluted  $(0.00)  $(0.01)
Net income (loss) per share from discontinued operations, basic and diluted  $(0.00)  $0.00 
Net income (loss) per share, basic and diluted  $(0.00)  $(0.01)
           
Weighted average number of common shares outstanding, basic and diluted   7,977,332    4,977,332 
           
Other comprehensive loss          
Foreign currency translation adjustments   109    139 
Comprehensive loss  $(26,816)  $(25,837)

 

See accompanying notes to unaudited consolidated financial statements

 

 

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GRAND PERFECTA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

   Preferred Stock   Common Stock   Additional Paid-in   Accumulated   Accumulated Other Comprehensive     
   Shares   Amount   Shares   Amount   Capital   Deficit   Income   Total 
Balance, July 31, 2019      $            7,977,332   $7,977   $4,681,285   $(4,697,648)  $(25,201)  $(33,587)
Foreign currency translation adjustment                           109    109 
Net loss                       (26,925)       (26,925)
Balance, October 31, 2019      $    7,977,332   $7,977   $4,681,285   $(4,724,573)  $(25,092)  $(60,403)
                                         
Balance, July 31, 2018      $    4,977,332   $4,977   $4,594,285   $(5,152,172)  $(21,870)  $(574,780)
Foreign currency translation adjustment                           139    139 
Net loss                       (25,976)       (25,976)
Balance, October 31, 2018      $    4,977,332   $4,977   $4,594,285   $(5,178,148)  $(21,731)  $(600,617)

 

See accompanying notes to unaudited consolidated financial statements

 

 

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GRAND PERFECTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Three Months Ended 
   October 31, 2019   October 31, 2018 
Cash flows from operating activities          
Net loss  $(26,925)  $(25,976)
Less: net (income) loss from discontinued operations   2,982    (2,353)
Adjustments to reconcile net loss to net cash used in operating activities:          
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        
Net cash used in investing activities        
           
Cash flows from financing activities          
Proceeds from related party advances   1,000     
Financing activities of discontinued operations        
Net cash provided by financing activities   1,000     
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 
Cash of discontinued operations, beginning of period   516    2,859 
Cash, beginning of the period   751    52,716 
Cash, end of the period   590    18,024 
Less: cash of discontinued operations, end of period   355    6,023 
Cash of continuing operations, end of period  $235   $12,001 
           
Supplemental disclosure of cash flow information:          
Interest paid  $   $ 
Income taxes paid  $   $ 

 

See accompanying notes to unaudited consolidated financial statements

 

 

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GRAND PERFECTA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. DESCRIPTION OF BUSINESS

 

Organization

 

Grand Perfecta, Inc. (“Grand Perfecta”) was incorporated in the State of Nevada on March 25, 2002, as STI Holdings, Inc. (“STI”). On May 12, 2012, Grand Perfecta completed an Agreement and Plan of Reorganization whereby it acquired 100% of the issued and outstanding shares of Link Bit Consulting Co, Ltd. (“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.

 

 

 

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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 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.

 

 

 

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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 

  

 

 

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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.

 

 

 

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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.

 

 

 

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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 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

 

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 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.

 

 

 

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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

 

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 

  

 

 

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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 

  

 

 

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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.

 

 

 

 

 

 

 

 

 

 

 

 

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ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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

 

General

 

Grand Perfecta was engaged in the business of gathering, transmitting and providing horse racing information via various types of media, including a website owned and operated by the wholly owned subsidiary WRN until it was sold on December 16, 2019.

 

Critical Accounting Policies

 

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require that we make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. On an ongoing basis, management evaluates its estimates, including those related to collection of receivables, impairment of goodwill, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in material differences from the estimated amounts in the financial statements. Our significant accounting policies are more fully described in the notes to our consolidated financial statements.

 

Basis of Presentation

 

The accompanying 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 (UHK) and WRN. The Company discontinued the operations of its wholly-owned subsidiaries UHK 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 of Grand Perfecta, solely.

 

 

 

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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).

 

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 subsidiary WRN. WRN terminated their website services in April 2019 and was sold on December 16, 2019. A wholly owned subsidiary, Umajin HK, had been delivering information on horse racing to its users through its website similar to LinkBit, however it terminated its service at the end of June 2017 and was sold on December 16, 2019. WRN’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 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 

 

 

 

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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 

 

Results of Operations for the Three Months Ended October 31, 2019 and 2018

 

The following are the results of our operations for the three months ended October 31, 2019 as compared to the three months ended October 31, 2018:

 

   For the Three Months Ended     
   October 31, 2019   October 31, 2018   $ Change 
Net sales  $   $   $ 
Total revenue            
                
Operating Expenses               
Other general and administrative expenses   23,904    28,329    (4,425)
Total operating expenses   23,904    28,329    (4,425)
                
Net loss before provision for income taxes   (23,904)   (28,329)   4,425 
Provision for income taxes            
Net loss from continuing operations   (23,904)   (28,329)   4,425 
Income (loss) from discontinued operations   (83)   2,353    (2,436)
Provision for income taxes of discontinued operations   2,938        2,938 
Net income (loss) of discontinued operations   (3,021)   2,353    (5,374)
Net loss  $(26,925)  $(25,976)  $(949)

 

Net Sales

 

Due to the sale of WRN and UHK on December 16, 2019, we did not have any sales from continuing operations for the three months ended October 31, 2019 or October 31, 2018.

  

Operating Expenses

 

Total operating expenses for the three months ended October 31, 2019 were $23,904, which represented a decrease of $4,425 as compared to the same period in 2018. The lower operating expenses are due to the discontinued operations.

 

 

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Going Concern and Capital Resources

 

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.

 

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

 

We continue to have a significant working capital deficit that adversely affects our business by limiting the resources we have available to pursue the promotion of our information services and develop new service opportunities for potential customers. Historically, we have relied on extensions of note payment due dates and new debt financing to repay note obligations as they came due in order to continue operations. Going forward we will continue to use extensions and new debt financing to address note obligations that come due, endeavor to gradually reduce obligations with cash flow provided by operations, and pursue over the next 12 months equity financing that we can apply to debt reduction and business development. Nevertheless, the shortage of working capital adversely affects our ability to develop, sponsor, or participate in activities that promote our information services to prospective customers and to develop new content, because a substantial portion of cash flow goes to reduce debt rather than to advance operating activities. There is no assurance that our plans for addressing our working capital shortages will be successful, and our failure to be reasonably successful should be expected to result in a significant contraction of our operations and potentially a failure of the business.

 

The following is a summary of our cash flows from operating, investing and financing activities for the three months ended October 31, 2019 and 2018.

 

   Three Months Ended 
   October 31, 2019   October 31, 2018 
Cash flows provided by (used in) operating activities  $(1,202)  $(34,574)
Cash flows used in investing activities  $   $ 
Cash flows provided by financing activities  $1,000   $ 

  

Net cash flows used in operating activities for the three months ended October 31, 2019 amounted to $1,202, compared to cash flows used in operating activities of $34,574 for the three months ended October 31, 2018. Our cash used in operations decreased during the three months ended October 31, 2019 due to an increase in accounts payable and accrued expenses compared to cash used in operations during the three months ended October 31, 2018.

 

There was no net cash provided by investing activities during the three months ended October 31, 2019 and 2018.

 

Net cash provided by financing activities for the three months ended October 31, 2019 amounted to $1,000, compared to net cash provided by of $0 for the three months ended October 31, 2018. During the three months ended October 31, 2019, the cash provided by financing activities was the result of borrowings of $1,000 from a related party. During the three months ended October 31, 2018, there was no cash provided by financing activities.

 

 

 

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) of the Exchange Act, the Company's management, under the supervision of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based upon such evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective at October 31, 2019.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended October 31, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART II – OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending legal proceedings against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

 

ITEM 1A – RISK FACTORS

 

As a smaller reporting company, we are not required to include disclosure under this item.

 

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 – OTHER INFORMATION

 

None.

 

ITEM 6 – EXHIBITS

 

The following exhibits are filed as part of this Report:

 

Exhibit No.   Description
     
31.1   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
101.DEF   XBRL Taxonomy Extension Definition Linkbase
101.LAB   XBRL Taxonomy Extension Label Linkbase
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  GRAND PERFECTA, INC.  
       
       
March 17, 2020 By: /s/ Liu Yang  
    Liu Yang  
    Chief Executive Officer,
(Principal Executive Officer)
 
       
       
March 17, 2020 By: /s/ Liu Yang  
    Liu Yang  
    Chief Financial Officer
(Principal Financial Officer)
 

 

 

 

 

 

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:3/17/20
3/13/20
12/18/1910-K
12/16/19
12/4/198-K
For Period end:10/31/19
7/31/1910-K,  NT 10-K
5/5/19
10/31/1810-Q,  NT 10-K
8/1/18
7/31/1810-K,  NT 10-K
6/27/18
6/26/18
1/20/16
1/7/16
12/16/15
5/27/13
3/29/13
5/12/12
3/25/02
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