UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

(Mark One)

 

R

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

 

For the quarterly period ended: March 31, 2013

 

£

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, 6^th Floor Suite 73

Century City, CA 90067

(Address of Principal Executive Offices)

310-407-5452

(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 May 15, 2013 is as follows:

 

Class of Securities			Shares Outstanding
Common Stock, $0.00001 par value			62,030,000

 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

  

FINANCIAL REPORTS

AT

MARCH 31, 2013

  

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

 

TABLE OF CONTENTS

 

Balance Sheets at March 31, 2013  and December 31, 2012 (Unaudited)			F-1
Statement of Operations for the Three Months Ended March 31, 2013 and 2012 and for the Period from Date of Inception (November 8, 2007) through March 31, 2013 (Unaudited)			F-2
Statement of Changes in Stockholders’ Equity for the Period from Date of Inception (November 8, 2007) through March 31, 2013 (Unaudited)			F-3
Statement of Cash Flows for the Three Months Ended March 31, 2013 and 2012 and for the Period from Date of Inception (November 8, 2007) through March 31, 2013 (Unaudited)			F-4
Notes to Financial Statements			F-5 - F-6

 

  

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

BALANCE SHEETS

 

As of March 31, 2013 and December 31, 2012

(Unaudited)

 

		March 31,				December 31,
		2013				2012
ASSETS:
Current Assets:
Cash		$	84,026			$	120,814
Total Current Assets			84,026				120,814
TOTAL ASSETS		$	84,026			$	120,814
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable and accrued expenses		$	8,733			$	6,548
Advances from Officer, interest free			815				32,034
Total Current Liabilities			9,548				38,582
TOTAL LIABILITIES			9,548				38,582
Stockholders’ Equity:
Common stock, $ .00001 par value, authorized 100,000,000 shares   62,030,000 issued and outstanding at March 31, 2013 and at December 31, 2012, respectively			620				620
Additional paid in capital			122,900				122,900
Deficit accumulated			(49,042	)			(41,288	)
Total Stockholders’ Equity			74,478				82,232
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	84,026			$	120,814

  

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

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

(Unaudited)

 

										Period From Date  of  Inception
		For the Three Months Ended								(November  8, 2007)  Through
		March 31								March 31,
		2013				2012				2013
Revenues		$	-			$	-			$	20,000
Expenses
General and Administrative			7,754				2,300				69,042
Total Expenses		$	7,754			$	2,300			$	69,042
Net Loss		$	(7,754	)		$	(2,300	)		$	(49,042	)
Loss per Share - Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted Average Common Shares Outstanding			62,030,000				52,000,000				28,594,782

 

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

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

Statement of Changes in Stockholders’ Equity

For the Period November 8, 2007 (Inception) through March 31, 2013

(Unaudited)

 

		Common Stock								Additional								Total
		Number of Shares				Amount				Paid in Capital				Accumulated (Deficit)				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	)
Issuance of Stock: Nov.19 ,2012			10,000,000				100				99,900				-				100,000
Dec. 3, 2012			20,000				-	*			10,000				-				10,000
Dec. 26, 2012			10,000				-	*			10,000				-				10,000
Net Loss			-				-				-				(12,024	)			(12,024	)
Balance-December 31, 2012			62,030,000			$	620			$	122,900			$	(41,288	)		$	82,232
Net Loss			-				-				-				(7,754	)			(7,754	)
Balance – March 31, 2013			62,030,000			$	620			$	122,900			$	(49,042	)		$	74,478

(* less than $ 1.00)

 

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

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

 

										Period from Inception
		For the Three Months Ended March 31,								( November 8,2007)  Through
		2013				2012				March 31, 2013
Cash Flows from Operating Activities:
Net Loss		$	(7,754	)		$	(2,300	)		$	(49,042	)
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			2,185				1,254				8,733
Net Cash Flows from Operating Activities			(5,569	)			18,954				(40,289	)
Net Cash Flows From Investing Activities:			-				-				-
Cash Flows from (to) Financing Activities:
Advances from Officer (net of repayments)			(31,219	)			(18,205	)			815
Issuance of Stock for Cash			-				-				123,500
Net Cash from Financing Activities			(31,219	)			(18,205	)			124,315
Net Change in Cash and Cash Equivalents			(36,788	)			-				84,026
Cash and Cash Equivalents-Beginning of Period			120,814				-				-
Cash and Cash Equivalents-End of Period		$	84,026			$	749			$	84,026
Cash Paid During the Period for:
Interest		$	-			$	-			$	-
Income Taxes		$	-			$	-			$	-

 

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

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2013

 

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 original intent was 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 and/or compatible joint ventures and business opportunities, while further developing our core business related to the field of entertainment, particularly with music, motion picture and TV production, and animation.

 

In addition, since inception we have been engaged in organizational efforts, obtaining financing and establishing the groundwork both in China and in the US to organize training programs for Chinese students and participants who wish to pursue higher levels of practical education in the entertainment industry with leading US film schools and colleges. We also plan to provide design, development, investment and management services in the creation and building of cultural theme parks and related facilities and destinations in China.

 

On February 4, 2013 the Company entered into an exclusive Collaboration Agreement with Global Entertainment Holdings, Inc. (“GEHI”), a US publicly traded independent motion production and distribution company based in Hollywood, California, which sets the stage for further joint venture projects to be undertaken in both the U.S. and China. The partnership with GEHI will also more easily enable the Company to place Chinese students in entertainment related training programs in the US and will also allow the Company to engage with GEHI in the production of live action feature motion pictures, as well as 3D animation and video game creation.

 

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 registration statement on Form 10-KSB, 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.

 

 

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 stockholder’s 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 $ 49,042 at March 31, 2013. The Company had cash of $ 84,026 at March 31, 2013 which the Company believes will be sufficient for it to continue operations as a going concern.

 

 

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. In fourth quarter 2011 we began to realize our objective of placing Chinese students with US schools and we received revenue from the placement of Chinese students with an educational institution in Los Angeles and reflected this as revenue. We intend to explore similar opportunities and may receive 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 motion picture production instruction which we expect will commence to operate in second half 2013. In addition, we are planning to offer design, development, investment and management services to create and build cultural theme parks and related facilities and destinations in China.

 

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.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

Results of Operations

 

The Company has conducted limited operations since inception. In fourth quarter 2011 we received a nominal fee of $ 20,000 from a related party for the placement of Chinese students with an educational institution in Los Angeles and reflected this as revenue. The Company intends to explore similar opportunities and may receive future revenue from this type of activity. No such revenue was received however in either the three months ending March 31, 2013 or 2012. The Company also plans to organize training centers for Chinese students both in China and in the US, focusing on 3D animation and video game instruction which it expects will commence to operate in the second half of 2013.

 

Expenses incurred since inception are primarily due to legal, accounting, administrative and other professional service fees.

 

Liquidity and Capital Resources

 

At March 31, 2013, the Company had cash of $ 84,026 remaining from the issuance of 10,030,000 common shares for cash during fourth quarter 2012.

 

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.

QuaQuantitative and qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4.

ConControls 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.

 

 

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 March 31, 2013, 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 March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

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.

None

 

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

 

Exhibit No.		Description
31*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*		Certification pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

 

*Filed herewith  

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.  

 

 

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: May 15, 2013

	HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
	(Registrant)
	/s/ David Lau
	David Lau
	Chief Executive Officer