Item 1.01. Entry into a Material Definitive Agreement
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 Yetter and Liu Yang ("Mr. Liu")
pursuant to which the Company agreed to sell to Mr. Yang, 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.
Item 3.02 Sale of Unregistered Equity Securities
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. The issuance and sale of the shares were exempt from the registration
requirements of the Securities Act pursuant to Rule 506 of Regulation D as Mr.
Liu is an "accredited investor". The certificates representing the shares are
endorsed with the customary Securities Act restrictive legends. No brokerage
commissions were paid in connection with the issuance of the shares.
Item 5.01 Changes in Control of Registrant
On December 18, 2019, Steve Yetter, 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. Contemporaneously, the Company
issued an additional 11,931,500 shares of the Company's common stock to Mr. Liu
for the consideration described in Item 3.02 above. 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.
To the Company's knowledge, based on representations made by Mr. Liu, the source
of funds used by Mr. Liu for the stock purchase pursuant to the Purchase
Agreement were his personal funds.
Mr. Liu has indicated that he is purchasing a controlling interest in the
Company with the intention of acquiring an operating business in a reverse
acquisition transaction through a share exchange. There can be no assurance that
an acquisition of any business will be consummated.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Office
On December 18, 2019, in connection with the purchase of the shares by Mr. Liu,
the Company's then Board of Directors elected Mr. Liu as a director, President,
Chief Executive Officer and Chief Financial Officer, of the Company, effective
upon the closing, and Steve Yetter resigned from all positions with the Company,
effective at the closing.
Mr. Liu received a Masters Degree in Information Systems Analysis from the
University of Nottingham, United Kingdom, in 2007. Since that time he has held
various positions in the field of finance. From 2010 through September 2012, he
served as Chief Investment Officer of Asset Management Department for China Life
Property & Casualty Insurance Company Limited. From October 2012 through August
2015 he served as the General Manager of the Investment Banking Department of
China Minsheng Bank Taiyuan Branch. In 2015 he became the President of China
Intelligent Capital, a position which he continues to hold today.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Agreement for the Purchase of Common Stock
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GRAND PERFECTA, INC. 