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EX-31.2 - EXHIBIT 31.2 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.v320998_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.v320998_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.v320998_ex31-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

(Mark One)

 

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

 

For the quarterly period ended: June 30, 2012

 

  ¨ 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: 000-53069

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   26-1702585
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification No.)
or organization)    

1875 Century Park East, 6th Floor Suite 73

Century City, CA 90067

(Address of Principal Executive Offices)

310-990-2590

(Registrant’s telephone number, including area code)

 

 

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 such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No þ

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 þ

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.

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No ¨

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 14, 2012 is as follows:

 

Class of Securities   Shares Outstanding  
Common Stock, $0.00001 par value     52,000,000  

 

 
 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

 

 

FINANCIAL REPORTS

AT

JUNE 30, 2012

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

 

TABLE OF CONTENTS

Balance Sheets at June 30, 2012 and December 31, 2011 (Unaudited)   F-1  
       
Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 and for the Period from Date of Inception (November 8, 2007) through June 30, 2012 (Unaudited)   F-2  
       
Statement of Changes in Stockholders’ Deficit for the Period from Date of Inception (November 8, 2007) through June 30, 2012 (Unaudited)   F-3  
       
Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 and for the Period from Date of Inception (November 8, 2007) through June 30, 2012 (Unaudited)   F-4  
       
Notes to Financial Statements   F-5 - F-6  

 

i
 

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

As of June 30, 2012 and December 31, 2011

 

   June 30,   December 31, 
   2012   2011 
         
ASSETS:          
           
Current Assets:          
Cash  $849   $- 
Due from Related Party   -    20,000 
Total Current Assets   849    20,000 
TOTAL ASSETS  $849   $20,000 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT:          
           
Current Liabilities:          
Accounts payable and accrued expenses  $4,788   $7,619 
Advances from Officer, interest free   27,179    38,125 
Total Current Liabilities   31,967    45,744 
TOTAL LIABILITIES   31,967    45,744 
           
Stockholders’ Deficit:          
Common stock, $ .00001 par value, authorized 100,000,000 shares          
52,000,000 issued and outstanding at June 30, 2012 and at December 31, 2011   520    520 
Additional paid in capital   3,000    3,000 
Deficit accumulated   (34,638)   (29,264)
Total Stockholders’ Deficit   (31,118)   (25,744)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $849   $20,000 

 

The accompanying notes are an integral part of these financial statements.

 

F-1
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

           Period
From
 
           Date of
Inception
 
   For the Six Months
Ended
   For the Three Months
Ended
   (November
8,
2007)
 
   June 30,   June 30,   Through 
   2012   2011   2012   2011   June 30,
2012
 
                     
Revenues  $   $   $   $   $20,000 
                          
Expenses                         
General and Administrative   5,374    2,069    3,074    1,094    54,638 
                          
Total Expenses  $5,374   $2,069   $3,074   $1,094   $54,638 
                          
Net Loss  $(5,374)  $(2,069)  $(3,074)  $(1,094)  $(34,638)
                          
Loss per Share - Basic and Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                          
Weighted Average Common Shares Outstanding   52,000,000    52,000,000    52,000,000    52,000,000    11,515,228 

 

The accompanying notes are an integral part of these financial statements.

 

F-2
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

Statements of Changes in Stockholders’ Deficit

For the Period November 8, 2007 (Inception) through June 30, 2012

(Unaudited)

 

 

   Common Stock             
   Number of
Shares
   Amount   Additional
Paid in
Capital
   Accumulated
(Deficit)
   Total
Stockholders’
Deficit
 
                     
Inception  - November 8, 2007   -   $-   $-   $-   $- 
                          
Issuance of  Stock to Officer   2,000,000    20    -    -    20 
Net Loss   -    -    -    (4,808)   (4,808)
Additional Paid In Capital   -    -    3,000    -    3,000 
                          
Balance December 31, 2008   2,000,000    20    3,000    (4,808)   (1,788)
Net Loss   -    -    -    (7,477)   (7,477)
Issuance of Stock to officer   50,000,000    500    -    -    500 
                          
Balance- December 31, 2009   52,000,000    520    3,000    (12,285)   (8,765)
                          
Net Loss   -    -    -    (27,041)   (27,041)
Balance- December 31 ,2010   52,000,000    520    3,000    (39,326)   (35,806)
                          
Net Income   -    -    -    10,062    10,062 
Balance-December 31, 2011   52,000,000   $520   $3,000   $(29,264)  $(25,744)
Net Loss   -    -    -    (5,374)   (5,374)
Balance-June 30, 2012   52,000,000   $520   $3,000   $(34,638)  $(31,118)

 

The accompanying notes are an integral part of these financial statements.

 

F-3
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)

 

   For the Six Months Ended   Period from Inception 
   June 30,   (November 8, 2007) Through 
   2012   2011   June  30, 2012 
Cash Flows from Operating Activities:               
                
Net Loss  $(5,374)  $(2,069)  $(34,638)
                
Non Cash Adjustments:               
Common Stock Issued in Lieu of Expenses Paid   -    -    20 
                
Change in Due from Related Party   20,000    -    - 
                
Change in Accounts Payable and Accrued Expenses   (2,831)   (150)   4,788 
                
Net Cash Flows from Operating Activities   11,795    (2,219)   (29,830)
                
Net Cash Flows From Investing Activities:   -    -    - 
                
Cash Flows from (to) Financing Activities:               
                
Advances from Officer   (10,946)   2,219    27,179 
Issuance of Stock to Officer   -    -    500 
Additional Paid-in Capital   -    -    3,000 
                
Net Cash from Financing Activities   (10,946)   2,219    30,679 
                
Net Change in Cash and Cash Equivalents   -    -    - 
                
Cash and Cash Equivalents-Beginning of Period   -    -    - 
                
Cash and Cash Equivalents-End of Period  $849   $-   $849 
                
Cash Paid During the Period for:               
Interest  $-   $-   $- 
Income Taxes  $-   $-   $- 

 

The accompanying notes are an integral part of these financial statements.

 

F-4
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012

 

Note A - The Company

 

Hollywood Entertainment EDU Holding, Inc., a development stage company (the “Company”), was incorporated under the laws of the State of Delaware on November 8, 2007. As a “blank check company”, the Company’s intent is to pursue a business combination or a joint venture through acquisition, or merger with, an existing company. Accordingly, the Company is looking to acquire an existing company or acquire the technology or enter into cooperation and/or merger agreements with learning and educational institutions with entertainment media related training programs to begin operations.

We intend to explore opportunities for the placement of Chinese students with educational institutions in Los Angeles with the objective of receiving future revenue from this type of activity. In addition, we are planning to organize training centers for Chinese students both in China and in the US, focusing on 3D animation and video game instruction which we expect will commence to operate by the end of 2012.

 

On March 5, 2012, the Company entered into a long term cooperation agreement with TOEIC English, Beijing, China which is a professional English Education Institution having trained more than 6,000 Chinese students in high quality English. It has two large training centers, in the prime locations in Beijing, which will now become Training Centers of the Company to teach such topics as Film and Animation, Pop Music, Acting and other cultural arts, in addition to continuing English training. The Company plans to also invite selected TOEIC students to continue their education in the US, in addition to working with TOEIC to expand training centers and educational branches to the other areas of China outside Beijing.

 

On March 5, 2012 the Company concluded a letter of intent with the International Academy of Film and Television (“IAFT”) by which each agreed to collaborate together to organize and operate on going three week Certification and Training Courses in 3D Animation and Video Game Production, for up to 25 participants at one time, at the new IAFT educational facility in Burbank, California. This will be primarily for applicants from the entertainment industry in China who wish to gain hands on post graduate training and professional work enhancement with industry experts in the U.S. The company and IAFT will share the net proceeds from these training courses after deducting operating costs, with the expectation that this ongoing program will commence by the end of 2012.

 

The condensed financial statements of Hollywood Entertainment EDU Holding, Inc., (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K, and other reports filed with the SEC.

 

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

 

F-5
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

Note B - Summary of Significant Accounting Policies

Method of Accounting and Recently Issued Accounting Policies

 

The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

 

Note C - Equity Securities

 

Holders of shares of common stock shall be entitled to cast one vote for each common share held at all stockholders meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights

 

Note D – Going Concern

 

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $ 34,638 at June 30, 2012.

 

The Company’s continued existence is dependent upon its ability to raise capital, acquire a marketable company and/or upon continued advances from the Company’s Officer. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

F-6
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

Item 2. Management’s Discussion and Analysis or Plan of Operation

 

Plan of Operation

 

While our original plan was solely to locate a suitable acquisition or merger candidate and consummate a business combination, we also intend to act as a placement service in placing Chinese students with educational institutions in Los Angeles. In addition, we are planning to organize and operate training centers for Chinese students both in China and in the US, focusing on 3D animation and video game instruction. We may need additional cash advances from our stockholders or loans from other parties to pay for operating expenses until we consummate a merger or business combination with a privately-held operating company, or until we generate sufficient revenues from our placement services or from our training centers. Although it is currently anticipated that we can satisfy our cash requirements with additional cash advances or loans from our officers, if needed, for at least the next twelve months, we can provide no assurance that we can continue to satisfy our cash requirements for such period.

 

Since our formation on November 8, 2007 through to date, our main purpose has been to effect a business combination with an operating business which we believe has significant growth potential. However, we currently have no definitive agreements or understanding with any prospective business combination candidates and have not targeted any business for investigation and evaluation nor are there any assurances that we will find a suitable business with which to combine.

 

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

 

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.

 The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.

 Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders at such time.

 

2
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

Results of Operations

 

The Company has conducted only limited operations since inception, except for its efforts to locate suitable acquisition candidates and to enter into certain collaboration agreement. Only nominal revenue has been generated by the Company from November 8, 2007(inception) to June 30, 2012. It is unlikely the Company will have any significant revenues unless it is able to effect an acquisition or merger with an operating company or when the collaboration agreements previously entered into create income, of which there can be no assurance. Expenses incurred since inception are primarily due to legal, accounting, administrative and other professional service fees.

 

Liquidity and Capital Resources

 

At June 30, 2012, the Company had limited capital resources and will rely upon additional advances from its Officer and/or the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.

The Company and/or shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and/or shareholders may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and/or shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Item 3. Quantitative and qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

 

3
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Enterprise)

 

Evaluation of Disclosure Controls and Procedures

 

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2012, our Principal Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

 

Change in Internal Controls

 

No change in our internal control over financial reporting ( as defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

4
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Enterprise)

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

None

 

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.
31.1   Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section 302*
     
31.2   Certification by Chief Financial Officer pursuant to Sarbanes-Oxley Section 302*
     
32.1   Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002*

 

 

* Filed Herewith

 

5
 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Dated: August 14, 2012    
    HOLLYWOOD ENTERTAINMENT
    EDU HOLDING, INC.
    (Registrant)
     
    /s/ David Lau
    David Lau
    Chief Executive Officer

 

6