Attached files
| file | filename |
|---|---|
| EX-32.2 - HYPERERA INC | v225498_ex32-2.htm |
| EX-31.1 - HYPERERA INC | v225498_ex31-1.htm |
| EX-32.1 - HYPERERA INC | v225498_ex32-1.htm |
| EX-31.2 - HYPERERA INC | v225498_ex31-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________________ to ______________
Commission file number 333-163035
Hyperera, Inc.
(Name of small business issuer in our charter)
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Nevada
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7370
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26-2007556
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(State or other jurisdiction of
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(Primary Standard
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IRS I.D.
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incorporation or organization)
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Industrial Classification
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Code Number)
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2316 S Wentworth Ave
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Chicago, IL
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60616
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number: 312-842-2288
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N/A
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(Former name, former address and former three months, if changed since last report)
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller Reporting Company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of June 8, 2011 there were 37,694,000 shares issued and outstanding of the registrant’s common stock.
TABLE OF CONTENTS
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PART I — FINANCIAL INFORMATION
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3
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Item 2. Management’s Discussion and Analysis or Plan of Operation
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21
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Item 3. Quantitative and Qualitative Disclosure about Market Risk
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24
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Item 4. Controls and Procedures
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25
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PART II — OTHER INFORMATION
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25
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Item 1. Legal Proceedings
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25
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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25
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Item 3. Defaults Upon Senior Securities
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26
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Item 4. (Removed and Reserved)
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26
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Item 5. Other Information
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26
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Item 6. Exhibits
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26
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2
PART I — FINANCIAL INFORMATION
HYPERERA, INC.
(A Development Stage Enterprise)
Financial Statements
(Unaudited)
As of March 31, 2011
3
Table of Contents
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Consolidated Balance Sheet
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5
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Consolidated Statement of Operation
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6
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Statement of Shareholders Equity
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7
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Consolidated Statement of Cash Flow
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8
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Notes to Consolidated Financial Statements
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9
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Exhibit A
Exhibit B
4
HYPERERA, INC
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
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March 31
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March 31
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December 31
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||||||||||
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2011
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2010
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2010*
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(Unaudited)
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(Unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 49,815 | $ | 238,537 | $ | 589,697 | ||||||
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Accounts receivable, net
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- | - | - | |||||||||
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Total Current Assets
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$ | 49,815 | $ | 238,537 | $ | 589,697 | ||||||
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Other current assets:
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Accrued interest
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12,401 | 3,127 | ||||||||||
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Stock subscription receivable
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90,426 | |||||||||||
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Loan to related supplier
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1,743,336 | 995,836 | ||||||||||
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Total Other Current Assets
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$ | 1,846,163 | $ | - | $ | 998,963 | ||||||
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Fixed assets
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Furniture & Equipment, Net
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$ | 24,753 | $ | 25,149 | ||||||||
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Total Fixed Assets
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$ | 25,149 | ||||||||||
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TOTAL ASSETS
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$ | 1,920,731 | $ | 238,537 | $ | 1,613,809 | ||||||
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LIABILITIES & EQUITY
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Current liabilities:
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Account payable
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$ | 600 | $ | - | $ | 600 | ||||||
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Loan from shareholders
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985 | 61,350 | 985 | |||||||||
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Payroll liabilities
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8,162 | - | 3,971 | |||||||||
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Total current liabilities
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$ | 9,747 | $ | 61,350 | $ | 5,556 | ||||||
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Stockholders' Equity:
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Common stock, $0.001 par value; 200,000,000 shares authorized; 37,694,000 shares issued and outstanding.
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$ | 37,694 | $ | 27,999 | $ | 35,984 | ||||||
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Paid-in capital
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$ | 2,196,874 | $ | 242,171 | $ | 1,831,186 | ||||||
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Deficit accumulated during the development stage
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(346,100 | ) | (92,530 | ) | (281,478 | ) | ||||||
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Accumulated other comprehensive gain (loss)
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22,516 | (453 | ) | 22,561 | ||||||||
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Total stockholders' equity
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$ | 1,910,984 | $ | 177,187 | $ | 1,608,253 | ||||||
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TOTAL LIABILITIES & EQUITY
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$ | 1,920,731 | $ | 238,537 | $ | 1,613,809 | ||||||
* Derived from audited financial statements
5
HYPERERA, INC
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF LOSS
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Cumulative from
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Three Month Ended
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Three Month Ended
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February 19, 2008 (Date
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March 31
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March 31
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of Inception) Through
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2011
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2010
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March 31, 2011
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Revenues
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$ | - | $ | 162,840 | $ | 228,858 | ||||||
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Cost of Goods Sold
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- | 148,000 | 207,998 | |||||||||
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Gross Profit
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$ | - | $ | 14,840 | $ | 20,860 | ||||||
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Operating expenses:
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Selling, general and administrative expenses
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72,521 | 17,126 | 377,365 | |||||||||
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Depreciation and amortization expenses
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1,587 | - | 2,567 | |||||||||
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Total Operating Expenses
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$ | 74,108 | $ | 17,126 | $ | 379,932 | ||||||
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Operating Loss
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$ | (74,108 | ) | $ | (2,286 | ) | $ | (359,072 | ) | |||
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Investment income, net
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$ | 9,486 | $ | - | $ | 12,972 | ||||||
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Interest Expense, net
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- | - | - | |||||||||
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Loss before income taxes
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(64,622 | ) | (2,286 | ) | (346,100 | ) | ||||||
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Loss tax expense
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- | - | ||||||||||
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Net loss
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$ | (64,622 | ) | $ | (2,286 | ) | $ | (346,100 | ) | |||
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Net loss per common share- Basics
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
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Net loss per common share- Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
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Other comprehensive loss, net of tax:
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Foreign currency translation adjustments
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(45 | ) | - | 22,516 | ||||||||
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Other comprehensive loss
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(45 | ) | $ | - | $ | 22,516 | ||||||
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Comprehensive Loss
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(64,667 | ) | $ | (2,286 | ) | $ | (323,584 | ) | ||||
6
HYPERERA, INC
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)
The Period February 19, 2008 ( Date of Inception) through March 31, 2011
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Deficit
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Accumulated
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Accumulated
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Additional
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During the
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Other
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Total
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Common Stock
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Paid-in
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Development
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Comprehensive
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Stockholders'
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Shares
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Amount
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Capital
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Stage
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Income (Loss)
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Equity
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Issuance of common stocks to shareholders @0.001 per share on February 19, 2008
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20,000,000 | $ | 20,000 | $ | - | $ | - | $ | 20,000 | |||||||||||||||
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Issurance of common stocks to shareholders @0.03 per share on March 31, 2008
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5,200,000 | $ | 5,200 | $ | 150,800 | $ | 156,000 | |||||||||||||||||
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Issurance of common stocks to shareholders @0.03 per share on April 28, 2008
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1,400,000 | $ | 1,400 | $ | 40,600 | $ | 42,000 | |||||||||||||||||
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Issurance of common stocks to shareholders @0.03 per share on July 20, 2008
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1,200,000 | $ | 1,200 | $ | 34,800 | $ | 36,000 | |||||||||||||||||
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Issurance of common stocks to Williams @0.03 per share on July 20, 2008
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139,000 | $ | 139 | $ | 4,031 | $ | 4,170 | |||||||||||||||||
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Adjustment for Exchange rate changes
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$ | (311 | ) | $ | (311 | ) | ||||||||||||||||||
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Net loss for the period ended December 31, 2008
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$ | (51,611 | ) | $ | (51,611 | ) | ||||||||||||||||||
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Balance, December 31, 2008
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27,939,000 | $ | 27,939 | $ | 230,231 | $ | (51,611 | ) | $ | (311 | ) | $ | 206,248 | |||||||||||
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Issurance of common stocks to shareholders @0.20 per share on December 15, 2009
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60,000 | $ | 60 | $ | 11,940 | $ | 12,000 | |||||||||||||||||
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Adjustment for Exchange rate changes
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$ | (142 | ) | $ | (142 | ) | ||||||||||||||||||
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Net loss for the period ended December 31, 2009
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$ | (38,633 | ) | $ | (38,633 | ) | ||||||||||||||||||
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Balance, December 31, 2009
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27,999,000 | $ | 27,999 | $ | 242,171 | $ | (90,244 | ) | $ | (453 | ) | $ | 179,473 | |||||||||||
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Issuance of common stocks to shareholders @0.20 per share on September 30, 2010
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2,030,000 | $ | 2,030 | $ | 403,970 | $ | 406,000 | |||||||||||||||||
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Issuance of common stocks to shareholders @0.20 per share on December 31, 2010
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5,955,000 | $ | 5,955 | $ | 1,185,045 | $ | 1,191,000 | |||||||||||||||||
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Adjustment for Rate Exchange
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$ | 23,014 | $ | 23,014 | ||||||||||||||||||||
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Net loss for the period ended December 31, 2010
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$ | (191,234 | ) | $ | (191,234 | ) | ||||||||||||||||||
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Balance, December 31 30, 2010
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35,984,000 | $ | 35,984 | $ | 1,831,186 | $ | (281,478 | ) | $ | 22,561 | $ | 1,608,253 | ||||||||||||
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Issuance of common stocks to shareholders @0.20 per share on January 1, 2011
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50,000 | $ | 50 | $ | 9,950 | $ | 10,000 | |||||||||||||||||
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Issuance of common stocks to shareholders @0.2153 per share on March 31, 2011
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1,660,000 | $ | 1,660 | $ | 355,738 | $ | 357,398 | |||||||||||||||||
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Adjustment for Rate Exchange
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$ | (45 | ) | $ | (45 | ) | ||||||||||||||||||
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Net loss for the period ended March 31, 2011
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$ | (64,622 | ) | $ | (64,622 | ) | ||||||||||||||||||
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Balance, March 31, 2011
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37,694,000 | $ | 37,694 | $ | 2,196,874 | $ | (346,100 | ) | $ | 22,516 | $ | 1,910,984 | ||||||||||||
7
HYPERERA, INC
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
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Cumulative from
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||||||||||||
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Three Month
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Three Month
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February 19,
2008
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||||||||||
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Ended
March 31
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Ended
March 31
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(Date of
Inception) to
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2011
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2010
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March 31, 2011
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Operating Activities:
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Net loss
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$ | (64,622 | ) | $ | (2,286 | ) | $ | (346,100 | ) | |||
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Adjustments to reconcile net income to net cash provided by operating activities:
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Non-cash portion of share based legal fee expense
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- | - | 4,170 | |||||||||
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Non-cash portion of share based consulting fee expense
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20,000 | |||||||||||
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Depreciation
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1,587 | 2,567 | ||||||||||
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Prepaid Expenses
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- | 148,600 | - | |||||||||
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Loan to shareholders
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- | - | - | |||||||||
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Loans to related supplier
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(747,500 | ) | (1,743,336 | ) | ||||||||
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Accured interest receivable
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(9,274 | ) | (12,401 | ) | ||||||||
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Account payable
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- | - | 600 | |||||||||
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Payroll liabilities
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4,191 | - | 8,162 | |||||||||
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Loan from shareholders
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- | 7,719 | 985 | |||||||||
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Net cash provided by operating activities
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$ | (815,618 | ) | $ | 154,033 | $ | (2,065,353 | ) | ||||
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Investing Activities:
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Furniture & Equipment, Net
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(1,191 | ) | (27,320 | ) | ||||||||
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Net cash provided by investing activities
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$ | (1,191 | ) | $ | (27,320 | ) | ||||||
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Financing Activities:
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Proceeds from issuance of common stock
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276,972 | 2,119,972 | ||||||||||
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Net cash provided by financing activities
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$ | 276,972 | $ | 2,119,972 | ||||||||
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Effect of Exchange Rate on Cash
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$ | (45 | ) | $ | 22,516 | |||||||
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Net increase (decrease) in cash and cash equivalents
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$ | (539,882 | ) | $ | 154,033 | $ | 49,815 | |||||
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Cash and cash equivalents at beginning of the year
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$ | 589,697 | $ | 84,504 | $ | - | ||||||
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Cash and cash equivalents at end of year
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$ | 49,815 | $ | 238,537 | $ | 49,815 | ||||||
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Supplemental schedule of non-cash investing and financing activities:
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Common stock issued pursuant to stock subscription receivable
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$ | 90,426.00 | $ | 90,426 | ||||||||
8
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE A- BUSINESS DESCRIPTION
Hyperera, Inc. (the “Company”), incorporated under the laws of Nevada on February 19, 2008, with registered address at 375 N. Stephanie, Suite 1411, Henderson, NV 89014. Hyperera, Inc. operates its business in the U.S. as Hyperera USA, Inc. the Company’ s wholly owned branch located in the State of Illinois and has principal office at 2316 South Wentworth Avenue, Chicago, IL 60616.
In addition to our U.S. operation, we have one representative office in China. Hyperera Beijing Representative Office (“Hyperera Beijing”) was established on April 2, 2008. It is a representative office on behalf of Hyperera, Inc. The office was closed effective on July 1, 2009; in order to developing and operating more efficiently, at the mean time, Hyperera, Inc established a subsidiary Hyperera Technology (Beijing) Co, Ltd in China in July 3, 2009 to replace the office to conduct and operate the business of trading services, distribution, and marketing of the surgery anesthesia clinic management software and ICU management system software and hardware system in Asia.
Hyperera Technology (Beijing) Co, Ltd, as the wholly owned subsidiary, is registered on July 3, 2008 in China. Hyperera Technology (Beijing), Ltd is located at Room 11A, Block B, Kingwing Hotel, No. 17 Dongsanhuan South Road, Chaoyang District, Beijing, China 100021.
Hyperera, Inc. is headquartered in 2316 South Wentworth Avenue, Chicago, IL 60616, USA. The telephone number is 312-842-2288.
Hyperera Inc is a high-tech enterprise specialized in the surgery anesthesia clinic management software and intensive care unit (ICU) management system, control software research, development, software maintenance, upgrade and services. Our business is the sale of the surgery anesthesia clinic management software and ICU management system in Asia, and North America.
The surgery anesthesia clinic management software and ICU management system software is developed in China by Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”). It was established in 2002 specializing in technology developed and service, sales of computer hardware and software, machine and electric equipment. Beijing Chaoran Chuangshi Technology Co., is located in No.28 Mujiu Road, Mujiayu Town, Miyun, Beijing, China. On March 1st, 2008, Hyperera, Inc. signed a long-term distribution agreement with Beijing Chaoran Chuangshi Technology Co. Beijing Chaoran Chuangshi Technology Co is a Chinese Technology company owned 100% by Mr.Liancheng Li, a Chinese national, the founder of the company.
9
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
At March 31, 2011 for the three months then ended, the financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
The Company has determined the United States dollars to be its functional currency for Hyperera; People’s Republic of China Chinese Yuan Renminbi to be its functional currency in Hyperera Beijing subsidiary. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2011, there was $49,815 cash and cash equivalents.
Property, Plant, and Equipment Depreciation
Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. As of March 31, 2011, there were net fixed assets of $24,753 in the Company’s balance sheets. The straight line depreciation methods over 7 years for furniture and 5 years for computers were used to calculate depreciations.
Comprehensive Income (Loss)
The company’s comprehensive income (loss) is comprised of net income (loss), unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging. As of March 31, 2011, the company has $45 comprehensive loss.
10
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation
The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC 505, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
Net Loss Per Common Share
Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
The Company only issued one type of shares, i.e., common shares only. There are no other types securities were issued. Accordingly, the diluted and basics net loss per common share are the same.
Loans to Related Party Supplier- Beijing Chaoran
From October to December 2010, the Company advanced short-term loans of $995,836 as of December 31, 2010 to related party supplier, Beijing Chaoran. The interest rate was agreed at annual rate of 3.0%, the accrued interest receivables were $3,127. The repayment terms were demanded as request by the Company.
From January to March 31, 2011, the Company advanced additional short-term loans of $747,500 to related party supplier, Beijing Chaoran. The interest rata was estimated at annual rate of 3%, the accrued interest receivables were $9,273.
11
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
In accordance with the FASB ASC 985-605-25-3 Software Revenue Recognition if the arrangement does not require significant production, modification, or
customization of software, revenue shall be recognized when all of the following criteria are
a. Persuasive evidence of an arrangement exists (paragraphs 985-605-25-15 through 25-17).
b. Delivery has occurred (paragraphs 985-605-25-18 through 25-29).
c. The vendor’s fee is fixed or determinable (see paragraphs 985-605-25-30 through 25-40).
d. Collectability is probable (paragraphs 985-605-25-13 through 25-14 and 985-605-
25-30 through 25-40).
The Company recognizes sales revenue for hardware, software and customized clinical information systems sales when it is realized or realizable and earned.
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(1)
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Sales of Hardware
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For most of the Company’s hardware product sales, these criteria are met at the time the product is shipped. The Company recognizes revenue from the sale of hardware products, and software bundled with hardware that is essential to the functionality of the hardware sold by the Company in accordance with general revenue recognition accounting guidance based on guidance in FASB ASC 605-25.
For March 31, 2010, the company sold total of hardware products for $162,840, which had no bundled system operation software. For March 31, 2011, There was no hardware sales.
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(2)
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Sales of Software
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In accordance with FASB ASC 605-25 and FASB ASC 985-605-25, “Revenue Recognition,” the Company recognizes software sales revenue when it is realized or realizable and earned. Revenue is realized or realizable when the product is exchanged for cash or for claim to cash or other assets that are readily convertible into known amounts of cash. The Company must meet all of the following four criteria under FASB ASC 605-25 and FASB ASC 985-605-25 to recognize software revenue:
12
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
|
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·
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Persuasive evidence of an arrangement exists
|
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·
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Delivery has occurred
|
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·
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The vendor’s fee is fixed or determinable
|
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·
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Collectability is probable.
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The Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software products, (ii) sales of software upgrades and (iii) sales of software bundled with hardware not essential to the functionality of the hardware.
The Company’s CIS software is standalone, and as of March 31, 2011, there were no software sales revenue.
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(3)
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Multiple-element Arrangement for Sales of Hardware, Software and CIS:
|
We currently recognize multiple-element sales revenue pursuant to FASB ASC Topic 985-605 Software, Revenue Recognition, or ASC 985-605. We generate revenue from the sale of our software products sold directly to end-users. We also generate revenue from sales of hardware and third party software, implementation, training, software customization, post-contract support (maintenance). A typical system contract contains multiple elements of the above items. FASB ASC Topic 985-605-25, Software, Revenue Recognition, Multiple Elements, or ASC 985-605-25, as amended, requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair values of those elements. The fair value of an element must be based on vendor specific objective evidence ("VSOE"). We limit our assessment of VSOE for each element to either the price charged when the same element is sold separately or the price established by management having the relevant authority to do so, for an element not yet sold separately. VSOE calculations are updated and reviewed at the end of each quarter or annually depending on the nature of the product or service.
In accordance with paragraph 4-14 of FASB ASC 605-45, "Reporting Revenues Gross as a Principal versus Net as an Agent", the Company will recognize revenues on a gross basis.
13
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
ASC 605-45 discusses whether revenues and cost of goods sold to arrive at gross profit and their corresponding assets and liabilities should be recorded at gross or net.
The following indicators of gross revenue recognition are applicable in the Company:
|
|
·
|
Acts as principal in the transaction.
|
|
|
·
|
Has risk and rewards of ownership, such as risk of loss for collection, delivery and returns, and
|
|
|
·
|
Takes title to the products,
|
|
|
·
|
Flexibility in pricing
|
|
|
·
|
Assumes credit risk;
|
|
|
·
|
The company can change the products or perform part of the service, and the Company customizes the supplier’s software based on customer’s needs.
|
All the indicators of net revenue reporting (ASC 605-45, paragraph 16-23) are not applicable in the Company.
Professional Fee
For the three months period of January to March 31 2011, the Company incurred $2,865 of Edgarization and SEC filing expenses.
For the three months period of January 31, 2010, the Company incurred $2,667 of Edgarrization and SEC filing fees.
Operating Expenses
From the three months period of January 1, 2011 to March 31, 2011, and 2010, there’s total of $74,108, and $17126, operating expenses respectively. Details shows in the Exhibit A.
14
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating Leases
The Company entered into two leases for its corporate offices under terms of non-cancelable operating leases. The first lease term is from March 1, 2008 through February 28, 2011 and requires a $600 monthly lease payment. This office space is the corporate office of US, and is leased from a related party, which is the Company’s officer Simon Bai. For the three months period of January to March 2011 and 2010, there were $1,800 rent expense incurred for both years.
The second lease is the office space for China’s subsidiary in Beijing. The lease term runs from July 1, 2009 through June 30, 2011 and required a RMB 17,552 monthly lease payment. For the period of January to March 2011 and 2010, there was USD $7,743 and $7,710 rent expenses incurred correspondingly.
Therefore, there was total of $9,543 and $9,510 rent expenses for the three months end March 31, 2011 and 2010.
NOTE C – RELATED PARTY TRANSACTIONS
Loans from Shareholders
On March 2, 2008, founder of the Company, Mr. Zhiyong Li opened a bank account at Chicago branch with CitiBank. Mr. Zhiyong Li loaned $500.00 to the Company to open the bank account, and the same amount have returned back to him on March, 2009. In the year of 2009, the Company’s founder and CEO, Mr. Zhiyong Li have loaned $53,631 to Beijing subsidiary, Hyperera Technology (Beijing) Co. Ltd for operating and administrating expenses.
In 2010, the Company repaid the loan balance to Mr. Li Zhiyong. As of December 31, 2010, there was travel related expense of $985 paid by Mr. Li Zhiyong, which was accounted as loans from shareholders.
From January to March 31, 2011, there was no additional loans from Mr. Li Zhiyong. Therefore, as of March 31, 2011, the total balance of Loans from Shareholders was $985.
15
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE C – RELATED PARTY TRANSACTIONS (Continued)
Common Shares Issued to Executive and Non-Executive Officers and Directors
As of March 31, 2011, total 20,400,000 shares were issued to officers and directors were not changed. But, the total outstanding shares were changed to 37,694,000; the percentage of common shares issued to executive and non-executive officers and directors have been changed accordingly. Please see the Table below for details:
|
Name
|
Title
|
Share QTY
|
Amount
|
Date
|
% of Common
Share*
|
||||||||||
|
Zhi Yong Li
|
Chairman
|
10,000,000 | $ | 10,000.00 |
2/19/2008
|
26.53 | % | ||||||||
|
Wei Wu
|
President
|
5,000,000 | $ | 5,000.00 |
2/19/2008
|
13.26 | % | ||||||||
|
Hui Tao Zhou
|
Director
|
5,000,000 | $ | 5,000.00 |
2/19/2008
|
13.26 | % | ||||||||
|
Jian Wu Zhang
|
Director
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | ||||||||
|
Ming Liu
|
Director
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | ||||||||
|
Hong Tao Bai
|
Vice-President
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | ||||||||
|
Nan Su
|
CTO
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | ||||||||
|
Simon Bai
|
CFO
|
0.00 | % | ||||||||||||
|
Total
|
20,400,000 | $ | 32,000.00 | 54.09 | % | ||||||||||
* the percentage was based on the total outstanding shares of 37,694,000 as of March 31, 2011.
Cost of Goods Sold
The Company’s purchase cost is primarily from supplier, Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”), owned 100% by Mr.Liancheng Li, the father of Mr. Zhiyong Li. The management believes that the purchase price for the parts will be market price.
16
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Cost of Goods Sold (Continue)
The products the Company will sell are provided by Beijing Chaoran Chuangshi Technology Co., Ltd. Beijing Chaoran was established in 2002 specializing in management information system applied in power industry. The Company signed a two-year software license and distribution agreement with Beijing Chaoran on March 1, 2009. Under the terms of the agreement Beijing Chaoran authorizes Hyperera to be its exclusive sales and service agent for suegery anesthesia clinic management software and ICU management system product lines. The product lines shall include the products that Beijing Chaoran developed before the agreement signed and the products that will be developed solely by Beijing Chaoran during the term of the agreement. Beijing Chaoran is the exclusive supplier of the products Hyperera sells. The management Hyperera, Inc. believes that the purchase price for the system and software from Hyperera will be market price. Hyperera, Inc. and Beijing Chaoran are two totally separated entities, i.e., Hyperara, Inc. is a USA corporation and will fully comply with USA regulations and USA general accepted accounting principles; Beijing Chaoran is a Chinese company and it will comply with Chinese legal systems. Hyperera, Inc. and Beijing Chaoran will operate independently. Beijing Chaoran, as a Chinese local company, will record their software and hardware costs based on the Chinese accounting regulations rulings. But, when Hyperera, Inc. purchases the software and hardware and the services from Beijing Chaoran, Hyperera, Inc. will record the actual costs paid to Beijing Chaoran as long as the products or services been delivered to Hyperera, Inc. by Beijing Chaoran.
The management of Beijing Chaoran disclosed to Hyperera, Inc. that Beijing Chaoran adopted the cost plus pricing policies with market adjustment, negotiable with customers. Beijing Chaoran adopted the cost plus system for all the products for all customers including the product, surgery anesthesia clinic management software and ICU management system exclusively distributed by Hyperera, Inc. Specifically, the selling price for Beijing Chaoran is determined by total actual cost of direct materials (hardware), direct labor, and allocated overhead, plus 5-10% of total cost.
In March 1, 2009, the Company placed order to purchase the three hardware parts through Beijing Chaoran, the total cost of the hardware purchase is $207,998.00, the amount of $59,998 and $ 148,000 was prepaid on March 9 and 18, 2009 respectively.
And the prepaid amount of $59,998 became cost of good sold as of December 31, 2009, and the prepaid amount of $148,000 became cost of good sold as of March 31, 2010.
For three month ended March 31, 2011, there was no cost of goods sold incurred.
17
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE D – SHAREHOLDERS’ EQUITY
Under the Company’s Articles of Incorporation dated February 19, 2008, the Company is authorized to issue 200,000,000 shares of capital stock with a par value of $0.001.
On Feburary19, 2008, the Company was incorporated in the State of Nevada.
On February 19, 2008, , the Company issued 20,000,000 shares to three founders of the Company, Zhiyong Li, Wei Wu, and Huitao Zhou at $0.001 per share or $20,000 for initial capital (stock subscription receivable). On March 31, 2008, the Company issued total 5,200,000 shares to 52 shareholders at $0.03 per share or $156,000 for common stock (stock subscription receivable). On April 28, 2008, the Company issued additional 1,400,000 shares to 14 shareholders at $0.03 per share or $42,000 for common stock (stock subscription receivable). On July 20, 2008, additional 1,200,000 shares were issued to 7 shareholders at $ 0.03 per share, and the total proceeds of $36,000 were received.
On July 20, 2008, 139,000 shares were issued to Williams Law Group at $ 0.03 per share for the legal service value $4,170.
At December 15, 2009, additional 60,000 shares were issued to 3 shareholders, Baozhong Fu, Long Zhang, and Xuefeng Zhang, Chinese citizens, at $ 0.20 per share, and the total proceeds of $12,000 were received.
On September 10, 2010, additional 2,030,000 shares were issued to 79 shareholders, Chinese citizens, at $ 0.20 per share or $ 406,000 for common stock (stock subscription receivable). On December 15, 2010, additional 5,855,000 shares were issued to 75 shareholders at $0.20 per share for $1,171,000. On December 31, 2010, additional 100,000 shares were issued to Mr. Jing Li for financial consulting services at $0.20 per share for $20,000. Therefore, as of December 31, 2010, the Company has a total of 35,984,000 shares were issued and outstanding.
At January 1, 2011, 50,000 shares were issued to one shareholder at $0.20 per share for $10,000. On March 31, 2011, additional 1,660,000 shares were issued to 14 shareholders, Chinese citizens at RMB 1.40 per share, equivalent at USD $0.2153 per share for RMB 2,324,000.
Therefore, as of March 31, 2011, the total outstanding common shares were 37,694,000.
18
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE D – SHAREHOLDERS’ EQUITY (Continue)
Stock Subscription Receivable
At February 19, 2008, the Company had receivables from its four founding stockholders aggregating $20,000 for the purchase of their Company common stock.
At March 31, 2008, the Company had receivables from its 52 shareholders aggregating $ 156,000 for the purchase of their Company common stock.
And at April 28, 2008, the Company had receivables from its 14 shareholders aggregating $ 42,000 for the purchase of their Company common stock.
All receivables of the above $ 218,000 were subsequently paid in full in July 2008.
At March 31, 2011, the Company had receivables from 4 shareholders aggregating of $90,426 for 420,000 shares issued. The total receipts were received on April 2011.
Therefore, there was $90,426 stock subscription receivable outstanding as of March 31, 2011.
NOTE E – SUBSEQUENT EVENTS
From October 2010 to March 2011, the Company advanced total short-term loans of $1,743,336 as of March 31, 2011 to related party supplier, Beijing Chaoran. The interest rate was agreed at annual rate of 3.0%, the accrued interest receivables were $12,401. The repayment terms were demanded as request by the Company.
Beijing Chaoran began to repay the loans to the Company on May 3, 2011 for RMB 4,840,000; on May 4, 2011 for RMB 1,118,685; total equivalent of US dollars of $916,720 were paid as of June 8, 2011.
NOTE F – GOING CONCERN
As shown in the accompanying financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern, the Company has incurred accumulated operating losses of 359,072 for the period February 19, 2008 (inception) through March 31, 2011. The Company is considered to be a development stage company.
19
The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.
The Company’s related party transactions, the short-term loans to related party supplier- may raise substantial doubt about it’s ability to carry out it’s operational business plan and cause uncertainty about its cash flows, such related party borrows or withdraws may raise substantial doubt about the Company’s ability to continue as going concerns.
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operation.
Exhibit A:
|
Hyperera, Inc
|
||||||||
|
3/31/2011
|
3/31/2010
|
|||||||
|
Expense
|
||||||||
|
Auto
|
942.21 | 0.00 | ||||||
|
Bank Service Charges
|
158.11 | 180.00 | ||||||
|
Depreciation
|
1,586.66 | 0.00 | ||||||
|
Insurance
|
1,535.00 | |||||||
|
License & Registration
|
0.00 | 654.00 | ||||||
|
Meals and Entertainment
|
1,184.85 | 0.00 | ||||||
|
Office Supplies
|
22,456.29 | 800.00 | ||||||
|
Payroll Expenses
|
||||||||
|
Net Wage Payment-China
|
26,243.39 | 0.00 | ||||||
|
Payroll Withholding Tax-China
|
1,584.55 | 0.00 | ||||||
|
Total Payroll Expenses
|
27,827.94 | 0.00 | ||||||
|
Postage
|
318.42 | |||||||
|
Total Professional Fees
|
2,865.00 | 2,667.60 | ||||||
|
Rent Expense
|
||||||||
|
Rent Expense - China Subsidiary
|
7,743.33 | 7,710.00 | ||||||
|
Rent Expense - US Corporation
|
1,800.00 | 1,800.00 | ||||||
|
Total Rent Expense
|
9,543.33 | 9,510.00 | ||||||
|
Supplies
|
101.47 | 0.00 | ||||||
|
Telephone
|
111.58 | 0.00 | ||||||
|
Travel Expense
|
||||||||
|
Total Travel Expense
|
3,077.39 | 3,314.10 | ||||||
|
Utilities
|
2,399.87 | 0.00 | ||||||
|
Total Expense
|
74,108.12 | 17,125.70 | ||||||
20
Item 2. Management’s Discussion and Analysis or Plan of Operation.
This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing else where in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. Refer also to "Cautionary Note Regarding Forward Looking Statements" and “Risk Factors” below.
Overview
Our business is sale of hardware and software and customization of clinical information system software for medical clinics and hospitals in China and throughout Asia.
The Clinical Information System of we sell was developed in China by Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”). It was established in 2002 specializing in technology developed and service, sales of computer hardware and software, machine and electric equipment. Beijing Chaoran is located in No.28 Mujiu Road, Mujiayu Town, Miyun, Beijing, China. Beijing Chaoran is a Chinese Technology company owned 100% by Mr.Liancheng Li, the father of our Chairman Zhi Yong Li.
We signed a three-year software distribution agreement with Beijing Chaoran on March 1, 2009. Under the terms of the agreement Beijing Chaoran authorizes Hyperera to be its exclusive sales and service agent for surgery anesthesia clinic management software and ICU management system product lines. The product lines shall include the products that Beijing Chaoran developed before the agreement signed and the products that will be developed by Beijing Chaoran during the term of the agreement. Beijing Chaoran is the exclusive supplier of the products Hyperera sells. The purchase price Hyperera will pay for all products subject to this agreement will be comparable to what Hyperera would have paid a non-related party in arm’s-length transactions. Specifically, the selling price for Beijing Chaoran is determined by total actual cost of direct materials (hardware), direct labor, and allocated overhead, plus 5-10% of Beijing Chaoran’s total purchase cost if Beijing Chaoran resell to Hyperera.
The Company sold computer hardware for $162,840 during March 2010; there was no sales revenue for the period of January 1 to March 31, 2011.
Our operations depend heavily on the continuation of our distribution agreement with Beijing Chaoran. The agreement with Beijing Chaoran is for a term of three years commencing March 1, 2009, subject to earlier termination upon terms described in the Agreement. Although we believe such events are not likely, if they were to occur, we may not be able to find alternative suppliers if the agreement is terminated or not renewed which could reduce our revenues or cause us to cease operations.
Results of Operations
For the three months ended March 31, 2011 vs. March 31, 2010.
Revenue
For the three months ended March 31, 2011, there was no sales income recognized.
21
For the three months ended March 31, 2010, the there was hardware sales of $162,840.
We anticipate the hardware and software sales later this year 2011. However, due to most of our potential customers are state-owned hospitals, we incurred significant difficulty to go though the lengthy governmental approval process. Further, we have met unanticipated significant market resistance to our software because its current technological stage of development. We will continue our marketing efforts but there is no assurance as to when, if ever, we will commence generating sales revenue in the future.
Cost of Revenue
For the three months ended March 31, 2011, there was no cost of goods sold incurred
For the three months ended March 31, 2010, there was $148,000 cost of goods sold incurred.
Expense
For the three months ended March 31, 2011, the Company incurred selling, general and administrative expenses of $74,108. The primary expenses were payroll expense of $27,828, rent expense of 9543, office supplies of $22,456, travel expense of $3,077, and SEC filing fee of $2865.
For the three months ended March 31, 2010, the Company incurred selling, general and administrative expenses of $17,126. The primary expenses were rent expense of 9510, travel expense of $3,314, and SEC filing fee of $2667.
The significant increase of operation expense for the three months ended March 31, 2011 than March 31, 2010, was due to the increase of payroll expenses in 2011. The Company increased the marketing and operating activities since October 2010, the office operation expenses also was increased.
Income Taxes
The Company had net loss of $64,622 at March 31, 2011, and net loss of $2286 at March 31, 2010. There were no income taxes for three month periods of March 31, 2011, and 2010 respectively.
Net Income(Loss)
For three months ended March 31, 2011, the Company incurred net loss of $64,622; for three months ended March 31, 2010, the Company had net loss of $2,286.
Commitments and Contingencies
The Company has signed a three year agreement with Beijing Chaoran. Our operations depend heavily on the continuation of our distribution agreement with Beijing Chaoran. The agreement with Beijing Chaoran is for a term of three years commencing March 1, 2009, subject to earlier termination upon terms described in the Agreement. Although we believe such events are not likely, if they were to occur, we may not be able to find alternative suppliers if the agreement is terminated or not renewed which could reduce our revenues or cause us to cease operations.
Our Company is still a development stage enterprise, and we continue to expend our efforts in our marketing to sell our software. However, we have met unanticipated significant market resistance to our software because its current technological stage of development. Further, due to most of our potential customers are state-owned hospitals, we incurred significant difficulty to go though the lengthy governmental approval process. We continue to explore methods to improve our product and remedy this situation, but also have started looking for opportunities to develop other profit areas to respond to shareholders’ investment expectations. After months of searching and inspection, we identified an energy-saving environmental protection battery, while also developing energy recycling and rechargeable batteries. We have engaged in discussions concerning acquisition of a significant minority interest in this company but are currently conducting additional due diligence. We have no current binding contract, agreement or commitment to acquire an interest in this or any other company.
22
Foreign Currency Translation
The Company has determined the United States dollars to be its functional currency for Hyperera’s operation in USA; People’s Republic of China Chinese Yuan Renminbi to be its functional currency in Hyperera Beijing. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. The exchange rate of issuance of common stocks to shareholders was used as one U.S. dollar to 6.5 Chinese Yuan (RMB). Statement of operations amounts were translated to U.S. dollars using the historic rate, i.e., the rate at the last date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.
Liquidity and Capital Resources
|
At March 31
|
At December 31
|
|||||||
|
2011
|
2010
|
|||||||
|
Current Ratio
|
197.06 | 285.94 | ||||||
|
Cash
|
$ | 49,815 | $ | 589,697 | ||||
|
Working Capital
|
$ | 1,886,231 | $ | 1,583,104 | ||||
|
Total Assets
|
$ | 1,920,731 | $ | 1,613,809 | ||||
|
Total Liabilities
|
$ | 9,747 | $ | 5,556 | ||||
|
Total Equity
|
$ | 1,910,984 | $ | 1,608,253.00 | ||||
|
Total Debt/Equity
|
0.01 | 0.00 | ||||||
*Current Ratio = Current Assets /Current Liabilities
** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.
The Company had cash and cash equivalents of $49,815 at March 31, 2011, and the working capital of $1,886,231, and cash and cash equivalent of $589,697 at December 31, 2010 and the working capital of $1,583,104.
Our independent auditor has indicated that there is substantial doubt about our ability to continue as a going concern due to the Company’s short operating history and heavy concentration of customers. As shown in the accompanying financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern, the Company has incurred a cumulative operating loss of $346,100 for the period February 19, 2008 (inception) through March 31, 2011. The Company’s related party transactions, the short-term loans to related party supplier may raise substantial doubt about its ability to carry out its operational business plan and cause uncertainty about its cash flows, such related party borrows or withdraws may raise substantial doubt about the Company’s ability to continue as going concerns. There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operation.
23
The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.
Loans to Related Party Supplier- Beijing Chaoran
From October to December 2010, the Company advanced short-term loans of $995,836 as of December 31, 2010 to related party supplier, Beijing Chaoran. The interest rate was agreed at annual rate of 3.0%, the accrued interest receivables on this loan were $3,127. The loan was not reflected in writing and was repayable upon demand as requested by the Company.
From January to March 31, 2011, the Company advanced additional short-term loans of $747,500 to related party supplier, Beijing Chaoran on the same terms and conditions. As of March 31, 2011, the total loans to related party supplier-Beijing Chaoran was $1,743,336.
Beijing Chaoran began to repay the loans to the Company on May 3, 2011 for RMB 4,840,000; on May 4, 2011 for RMB 1,118,685; total aggregate equivalent of US dollars of $916,720 were re-paid as of June 8, 2011. The total balance of loans to related party supplier Beijing Chaoran as of June 8, 2011 was $826,616.
Shareholder’s Equity
The Company had total equity of $491,979 at September 30, 2010, and $182,524 at September 30, 2009, respectively.
On February 19, 2008, the Company issued 20,000,000 shares to three founders of the Company, Zhiyong Li, Wei Wu, and Huitao Zhou at $0.001 per share or $20,000 for initial capital (stock subscription receivable).
On March 31, 2008, the Company issued total 5,200,000 shares to 52 shareholders at $0.03 per share or $156,000 for common stock (stock subscription receivable).
On April 28, 2008, the Company issued additional 1,400,000 shares to 14 shareholders at $0.03 per share or $42,000 for common stock (stock subscription receivable).
On July 20, 2008, additional 1,200,000 shares were issued to 7 shareholders at $ 0.03 per share, and the total proceeds of $36,000 were received.
On July 20, 2008, 139,000 shares were issued to Williams Law Group at $ 0.03 per share for the legal service value $4,170.
At December 15, 2009, additional 60,000 shares were issued to 3 shareholders, Baozhong Fu, Long Zhang, and Xuefeng Zhang, Chinese citizens, at $ 0.20 per share, and the total proceeds of $12,000 were received.
On September 10, 2010, additional 2,030,000 shares were issued to 79 shareholders, Chinese citizens, at $ 0.20 per share or $ 406,000 for common stock (stock subscription receivable). On December 15, 2010, additional 5,855,000 shares were issued to 75 shareholders at $0.20 per share for $1,171,000. On December 31, 2010, additional 100,000 shares were issued to Mr. Jing Li for financial consulting services at $0.20 per share for $20,000. Therefore, as of December 31, 2010, the Company has a total of 35,984,000 shares were issued and outstanding.
At January 1, 2011, 50,000 shares were issued to one shareholder at $0.20 per share for $10,000. On March 31, 2011, additional 1,660,000 shares were issued to 14 shareholders, Chinese citizens at RMB 1.40 per share, equivalent at USD $0.2153 per share for RMB 2,324,000.
Therefore, as of March 31, 2011, the total outstanding common shares were 37,694,000.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
24
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act) during the fiscal quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Unregistered Sales of Equity Securities.
At January 1, 2011, 50,000 shares were issued to one non U.S. shareholder at $0.20 per share for $10,000. On March 31, 2011, additional 1,660,000 shares were issued to 14 shareholders, Chinese citizens at RMB 1.40 per share, equivalent at USD $0.2153 per share for RMB 2,324,000 or approximately $358,875 USD.
We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.
Regulation S was available for sales to non-U.S. shareholders because:
|
|
·
|
None of these issuances involved underwriters, underwriting discounts or commissions;
|
|
|
·
|
We placed Regulation S required restrictive legends on all certificates issued;
|
|
|
·
|
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
|
|
|
·
|
No direct selling efforts of the Regulation S offering were made in the United States.
|
25
In connection with the above transactions, , we provided the following to all investors:
|
|
·
|
Access to all our books and records.
|
|
|
·
|
Access to all material contracts and documents relating to our operations.
|
|
|
·
|
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
|
Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
(b) Use of Proceeds.
The Registrant did not sell any unregistered securities during the three months ended March 31, 2011.
Item 3. Defaults Upon Senior Securities
None.
Item 4. (Removed and Reserved).
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
|
|
(a)
|
Exhibits.
|
|
Exhibit
No.
|
Document Description
|
|
|
31.1
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
|
31.2
|
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
|
32.1
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
|
32.2
|
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
26
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Hyperera, Inc., a Nevada corporation
|
Title
|
Name
|
Date
|
Signature
|
|||
|
Principal Executive Officer
|
Zhi Yong Li
|
June 15, 2011
|
/s/ Zhi Yong Li
|
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
|
/s/ Zhi Yong Li
|
Zhi Yong Li
|
Principal Executive Officer and Director
|
June 15, 2011
|
|||
|
/s/ Simon Bai
|
Simon Bai
|
Principal Financial Officer and Principal Accounting Officer
|
June 15, 2011
|
27
EXHIBIT INDEX
|
Exhibit
No.
|
Document Description
|
|
|
31.1
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
|
31.2*
|
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
|
32.1
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
|
32.2*
|
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
28