Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−Q
(Mark One)
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 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 | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
1875 Century Park East, 6th 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 [X]
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 [X]
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 [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares outstanding of each of the issuer’s classes of common stock, as of August 14, 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
JUNE 30, 2013
2 |
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
3 |
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
(A Development Stage Company)
BALANCE SHEETS
As of June 30, 2013 and December 31, 2012
(Unaudited)
June 30, 2013 | December 31, 2012 | |||||||
ASSETS: | ||||||||
Current assets: | ||||||||
Cash | $ | 80,236 | $ | 120,814 | ||||
Total current assets | 80,236 | 120,814 | ||||||
TOTAL ASSETS | $ | 80,236 | $ | 120,814 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 8,113 | $ | 6,548 | ||||
Advances from officer, interest free | 815 | 32,034 | ||||||
Total current liabilities | 8,928 | 38,582 | ||||||
TOTAL LIABILITIES | 8,928 | 38,582 | ||||||
Stockholders’ equity: | ||||||||
Common stock, $ .00001 par value, authorized 100,000,000 shares 62,030,000 issued and outstanding at June 30, 2013 and at December 31, 2012, respectively | 620 | 620 | ||||||
Additional paid in capital | 122,900 | 122,900 | ||||||
Deficit accumulated | (52,212 | ) | (41,288 | ) | ||||
Total stockholders’ equity | 71,308 | 82,232 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 80,236 | $ | 120,814 |
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 | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | June 30, 2013 | ||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | $ | 20,000 | ||||||||||
Expenses | ||||||||||||||||||||
General and administrative | 10,924 | 5,374 | 3,170 | 3,074 | 72,212 | |||||||||||||||
Total expenses | $ | 10,924 | $ | 5,374 | $ | 3,170 | $ | 3,074 | $ | 72,212 | ||||||||||
Net loss | $ | (10,924 | ) | $ | (5,374 | ) | $ | (3,170 | ) | $ | (3,074 | ) | $ | (52,212 | ) | |||||
Loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Weighted average common shares outstanding | 62,030,000 | 52,000,000 | 62,030,000 | 52,000,000 | 30,064,026 |
The accompanying notes are an integral part of these financial statements.
F-2 |
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A Development Stage Company)
Statement of Changes in Stockholders’ Equity
For the Period November 8, 2007 (Inception) through June 30, 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 | - | - | - | (10,924 | ) | (10,924 | ) | ||||||||||||||
Balance - June 30, 2013 | 62,030,000 | $ | 620 | $ | 122,900 | $ | (52,212 | ) | $ | 71,308 |
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 (November 8, 2007) | |||||||||||
June 30, | Through | |||||||||||
2013 | 2012 | June 30, 2013 | ||||||||||
Cash flows provided by (used in) operating activities: | ||||||||||||
Net loss | $ | (10,924 | ) | $ | (5,374 | ) | $ | (52,212 | ) | |||
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 | 1,565 | (2,831 | ) | 8,113 | ||||||||
Net cash flows provided by (used in) operating activities | (9,359 | ) | 11,795 | (44,079 | ) | |||||||
Cash flows from (to) financing activities: | ||||||||||||
Advances from officer ( net of repayments) | (31,219 | ) | (10,946 | ) | 815 | |||||||
Issuance of stock for cash | - | - | 123,500 | |||||||||
Net cash from (to) financing activities | (31,219 | ) | (10,946 | ) | 124,315 | |||||||
Net increase (decrease) in cash | (40,578 | ) | - | 80,236 | ||||||||
Cash -beginning of period | 120,814 | - | - | |||||||||
Cash -end of period | $ | 80,236 | $ | 849 | $ | 80,236 | ||||||
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
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.
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 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 $ 52,212 at June 30, 2013. However, the Company had cash of $ 80,236 at June 30, 2013 which the Company believes will be sufficient for it to continue operations 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. 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 late 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.
3 |
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, which we reflected 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 six months ending June 30, 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 late 2013.
Expenses incurred since inception are primarily due to legal, accounting, administrative and other professional service fees.
Liquidity and Capital Resources
At June 30, 2013, the Company had cash of $ 80,236 arising mainly 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 | 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.
4 |
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, 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 June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5 |
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. |
6 |
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 19, 2013
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | |
(Registrant) | |
/s/ David Lau | |
David Lau | |
Chief Executive Officer |
7 |