Attached files
| file | filename |
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| EX-32.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | ex32-1.htm |
| EX-31.2 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | ex31-2.htm |
| EX-31.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2016
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File No. 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
Century City, CA 90067
(Address of Principal Executive Offices)
323-998-7187
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Name of each exchange on which registered | |
| None | None |
Securities registered pursuant to Section 12(g) of the Exchange Act: common stock, par value $.00001 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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 registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
There was a total of 62,030,000 shares of the registrant’s common stock outstanding as of April 14, 2017
Documents Incorporated by Reference:
None.
TABLE OF CONTENTS
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INTRODUCTORY COMMENTS
Special Note Regarding Forward Looking Statements
This annual report on Form 10-K, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results of the Company to differ materially from those anticipated, expressed or implied in the forward-looking statements. The words “believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those anticipated are discussed in Item 1A “Risk Factors”.
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this Report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
Use of Terms
Except as otherwise indicated by the context, all references in this annual report to (i) the “Company,” “we,” “us” and “our” are to HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC , a Delaware corporation; (ii) “SEC” are to the Securities and Exchange Commission; (iii) “Securities Act” are to the Securities Act of 1933, as amended; (iv) “Exchange Act” are to the Securities Exchange Act of 1934, as amended; and (v) “U.S. dollar,” “$” and “US$” are to the legal currency of the United States.
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Our History and Background
We were incorporated in the State of Delaware on November 8, 2007. Since inception, we have been engaged in organizational efforts and obtaining financing. We also plan to acquire, invest and manage certain training and educational businesses located in China. We were originally formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business and/or entering into collaboration and joint venture agreements with existing businesses compatible with our core business objectives. Since the effectiveness of our registration statement, we have focused our efforts on identifying a possible business combinations, acquisitions, and/or compatible joint ventures and business opportunities and further developing our core business in the field of education, vocational training and business/financial services.
Overview of Our Business
To date, we have been primarily a company with the intent to acquire and/or enter into a business combination with one or more privately held businesses since we believe that we would be attractive to privately held operating companies interested in becoming publicly traded by means of a business combination with us, without offering their own securities to the public. We still hold to this previous view.
In late 2011, we began to realize our additional 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 continue to explore similar opportunities and may receive future revenue from this type of activity. In addition, we are planning to acquire and/or organize training centers for Chinese students both in China and in the US.
Meanwhile, until these potential plans materialize, we still consider ourselves to be in a development stage and we continue to be unrestricted in our search for acquisitions, business combination candidates both in China and the U.S. and may enter into a combination or joint venture with a private business engaged in any line of business particularly that associated with the entertainment and/or educational industry. Management’s discretion is, as a practical matter, unlimited in the selection of an acquisition or a combination candidate.
It is anticipated that prospective business opportunities will come to our attention from various sources, including our management, our special professional advisors (see below), and additional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. There are no plans currently to use advertisements, notices or any general solicitation in the search for combination candidates.
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Combination Suitability Standards
The analysis of new business opportunities has and will be undertaken by or under the supervision of our management. To a large extent, a decision to make an acquisition and/or to participate in a specific combination may be made upon management’s analysis of the quality of the candidate company’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, the perceived benefit the candidate will derive from becoming a publicly held entity, and numerous other factors which are difficult, if not impossible, to objectively quantify or analyze. In many instances, it is anticipated that the historical operations of a specific candidate may not necessarily be indicative of the potential for the future because of the possible need to shift marketing approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. We will be dependent upon the owners and management of a candidate to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes. Because we may participate in a business combination with a newly organized candidate or with a candidate which is entering a new phase of growth, it should be emphasized that we may incur further risks, because management in many instances may not have proved its abilities or effectiveness, the eventual market for the candidate’s products or services may likely not be fully established, and the candidate may not be profitable when acquired.
Otherwise, we anticipate that we may consider, among other things, the following factors:
| ● | Potential for growth, indicated by new technology, anticipated market expansion or new products; | |
| ● | Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole; | |
| ● | Strength and diversity of management, either in place or scheduled for recruitment; | |
|
● |
Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; |
| ● | The cost of participation by us as compared to the perceived tangible and intangible values and potentials; | |
| ● | The extent to which the business opportunity can be advanced; | |
| ● | The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and | |
| ● | Other relevant factors. |
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No one of the factors described above will be controlling in the selection of a candidate. Potentially available candidates may be involved in different aspects of their respective industries and at various stages of development, all of which may make the task of comparative investigation and analysis of such business opportunities difficult and complex. It should be recognized that, because of our limited capital available for lengthy investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. We cannot predict when we may participate in an acquisition or business combination. We expect, however, that the analysis of specific proposals and the selection of a candidate may take several months or more.
Form of Acquisition
It is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other of our securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the acquired company of a controlling interest (i.e. 80% or more) of the common stock of the combined entities immediately following the reorganization.
If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Internal Revenue Code, our current stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional dilution in the equity of those who were our stockholders prior to such reorganization. Any such issuance of additional shares might also be done simultaneously with a sale or transfer of shares representing a controlling interest in us by the current officers, directors and principal stockholders.
It is anticipated that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available, from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, we may agree to register such securities either at the time the transaction is consummated, or under certain conditions or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market that might develop in our securities may have a depressive effect upon such market.
We will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous other terms.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, our inability to pay until an indeterminate future time may make it impossible to procure goods and services.
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Post Combination Activities
Management anticipates that, following consummation of an acquisition or combination through the issuance of our stock, our stock ownership will change as a result of the issuance of additional common stock to the stockholders of the business acquired in the combination. However, we expect that the Company’s existing shareholders will continue to be the majority shareholders and that our incumbent directors will remain on the Board of Directors. Should new directors be appointed, Rule 14f-1 under the Exchange Act requires that, if in connection with a business combination or sale of our control there should arise any arrangement or understanding for a change in a majority of our directors and the change in the board of directors is not approved in advance by our stockholders at a stockholder meeting, then none of the new directors may take office until at least ten (10) days after an information statement has been filed with the SEC and sent to our stockholders. The information statement furnished must as a practical matter include the information required by Items 6(a), (d) and (e), 7 and 8 of Schedule 14A of Regulation 14A in a proxy statement. Following consummation of a combination, management anticipates that we will file a current report on Form 8-K with the Commission which discloses among other things the date and manner of the combination, material terms of the definitive agreement, the assets and consideration involved, the identity of the person or persons from whom the assets or other property was acquired, changes in management and biographies of the new directors and executive officers, identity of principal stockholders following the combination, and contains the required financial statements. Such a Form 8-K report also will be required to include all information that is required to be disclosed under a Form 10 relating to the target company. Depending on the size of the acquisition and/or business combination, we intend to pursue a listing on a US stock exchange such as OTC, American Stock Exchange or NASDAQ depending on the qualification requirements.
Use of Consultants and Finders
Our management might hire and pay an outside consultant to assist in the investigation and selection of acquisition candidates, and we may be required to pay a finder’s fee to a person who introduces a candidate with which we complete an acquisition or combination. Since our management has no current plans to use any outside consultants or finders to assist in the investigation and selection of candidates, no policies have been adopted regarding use of consultants or finders, the criteria to be used in selecting such consultants or finders, the services to be provided, the term of service, or the structure or amount of fees that may be paid to them. However, because of our limited resources, it is likely that any such fee we agree to pay may be paid in stock and not in cash. Accordingly, it is possible that compensation in the form of common stock, options, warrants or other of our securities, cash or any combination thereof, may be paid to outside consultants or finders. None of our securities will be paid to our officers, directors or promoters or any of their respective affiliates in the form of finder’s fees. Any payments of cash to a consultant or finder would be made by the business acquired or persons affiliated or associated with it, and not by us. It is possible that the payment of such compensation may become a factor in any negotiations for our acquisition of a business opportunity. Any such negotiations and compensation may present conflicts of interest between the interests of persons seeking compensation and those of our stockholders, and there is no assurance that any such conflicts will be resolved in favor of our stockholders.
State Securities Laws and Considerations
Section 18 of the Securities Act provides that no law, rule, regulation, order or administrative action of any state may require registration or qualification of securities or securities transactions that involve the sale of a “covered security”. The term “covered security” is defined in Section 18 to include among other things transactions by “any person not an issuer, underwriter or dealer”, (in other words, secondary transactions in securities already outstanding) that are exempted from registration by Section 4(1) of the Securities Act, provided the issuer of the security is a “reporting company,” meaning that it files reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Section 18 preserves the authority of the states to require certain limited notice filings by issuers and to collect fees as to certain categories of covered securities, specifically including Section 4(1) secondary transactions in the securities of reporting companies. Section 18 expressly provides, however, that a state may not “directly or indirectly prohibit, limit, or impose conditions based on the merits of such offering or issuer, upon the offer or sale of any (covered) security.” This provision prohibits states from requiring registration or qualification of securities of an Exchange Act reporting company which is current in its filings with the SEC. Generally, the states are free to enact legislation or adopt rules that prohibit secondary trading in the securities of “blank check” companies like us. Section 18 of the Securities Act, however, preempts state law as to covered securities of reporting companies.
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Thus, while the states may require certain limited notice filings and payment of filing fees by us as a precondition to secondary trading of our shares in those states, they cannot, so long as we are a reporting issuer, prohibit, limit or condition trading of our securities based on the fact that we are or ever were a blank check company. We will comply with such state limited notice filings as may be necessary in regard to secondary trading. At this time, our stock is not actively traded in any market, and an active market in our common stock is not expected to arise, if ever, until after completion of a business combination.
No Investment Company Act Regulation
Prior to completing a combination, we will not engage in the business of investing or reinvesting in, or owning, holding or trading in securities, or otherwise engaging in activities which would cause us to be classified as an “investment company” under the Investment Company Act of 1940, as amended, or the Investment Company Act. To avoid becoming an investment company, not more than 40% of the value of our assets (excluding government securities and cash and cash equivalents) may consist of “investment securities”, which is defined to include all securities other than U.S. government securities and securities of majority-owned subsidiaries. Because we will not own less than a majority of any assets or business acquired, we will not be regulated as an investment company. We will not pursue any combination unless it will result in our owning at least a majority interest in the business acquired.
Recent Developments
In the second half of 2014 the Company entered into potential merger discussions with China Tactician University Company Limited (“Tactician Group”) which is a Hong Kong corporation owning a variety of Chinese companies involved in a wide range of education and training, including vocational training to middle management as well as operating regional colleges. A due diligence process has commenced whereby the Company will evaluate the audited financial statements of the Tactician Group which, if and when completed, may enable the Company to work towards a definitive merger agreement. At the same time, the Company also entered into similar potential merger discussions with Gold Street Holding (China) Co., Limited (“Gold Street Group”). Subject to the satisfactory completion of due diligence process, the Company may proceed with the acquisition of the Gold Street Group. There can be no assurance, however, this either merger/acquisition will actually be achieved.
On April 11, 2016 the Company executed a Letter of Intent with Haerbin International TV & Film Arts Academy (“HITFAA”) which is located in the city of Haerbin, Heilongjiang province (in northeast China). Under this Letter of Intent, the parties agreed to cooperate to create a resource to train students in the field of film and TV production. On May 16, 2016 a Chinese joint venture company was formed (51% owned by the Company and 49% owned by local Chinese parties). called Haerbin Leading Film & TV Entertainment Co., Ltd. with the objective of owning 100% of HITFAA. Presently, no capitalization and no activity has occurred in Haerbin Leading Film & TV Entertainment Co., Ltd. and there can be no assurance that any capitalization or activity will actually occur.
Competition
We may face competition from other companies with similar objectives. We are in a highly competitive market for a relatively small number of business opportunities which could reduce the likelihood of consummating a successful business combination. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we may be at a competitive disadvantage in identifying possible business opportunities and successfully completing an acquisition or a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
Employees
We presently have no employees other than our officers.
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You should carefully review and consider the following risks as well as all other information contained in this report, including our financial statements and the notes to those statements. The following risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are currently unaware or which we believe are not material also could materially adversely affect our business, financial condition, results of operations, or cash flows. To the extent any of the information contained in this annual report constitutes forward-looking information, the risk factors set forth below are cautionary statements identifying important factors that could cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by or on our behalf and could materially adversely effect our financial condition, results of operations or cash flows.
There may be conflicts of interest as a result of our management being involved with other companies which may result in decisions that are adverse to our business.
Conflicts of interest and non-arms length transactions may arise in the future. Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of the Company. The terms of a business combination may include terms like the retention of our current officers and directors as officers and directors of the successor company in the business combination. The terms of a business combination may provide for a payment by cash or otherwise to members of our management team for the purchase or retirement of all or part of our common stock that is held by them or for services rendered incident to or following a business combination.
Our management team would directly benefit from this type of employment or payment. These benefits may influence our management team’s choice of a target company. Our certificate of incorporation provides that we may indemnify our officers and/or directors for liabilities, which can include liabilities arising under the securities laws. Therefore, our assets could be used or attached to satisfy any liabilities subject to this indemnification.
Our management is currently or in the future may become, involved with other companies, and in our pursuit of business combinations, conflicts with such other companies may arise. If we desire to take advantage of the same opportunities then those members of management that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine which company will be entitled to proceed with the proposed transaction. These conflicts may result in management decisions that could negatively affect our operations and potentially result in the loss of opportunities.
We have a limited operating history and limited revenues or earnings from operations.
We have a limited operating history and have only limited revenues or earnings from operations since inception. While we may sustain additional operating expenses without corresponding revenues at least until the consummation of a merger, other business combination with a private company or until our own operations better develop.
Since our inception on November 8, 2007 through December 31, 2016, we have accumulated a net loss of $ 120,030 attributable to our business development and presently have working capital (current assets exceeding current liabilities of only $ 3,490). However, as noted on page 8 we may achieve significant income producing assets and cash flow from the acquisition of certain Chinese based companies in the future in the event such transactions and deals close. There is no assurance that they will materialize.
Our auditors have included a going concern modification in their opinion; we may not obtain any significant revenues for several years and there is no assurance that we will ever generate sustainable revenues or be profitable.
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses and negative operating cash flows since inception, and has no recurring source of revenue. As a result, the Company’s independent registered public accounting firm, in their report on the Company’s 2016 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
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We face a number of risks associated with potential acquisitions.
We intend to use reasonable efforts to complete am acquisition, merger or other business combination with an operating business. Such combination may be accompanied by risks commonly encountered in acquisitions, including, but not limited to, difficulties in integrating the operations, technologies, products and personnel of the acquired companies and insufficient revenues to offset increased expenses associated with acquisitions. Failure to manage and successfully integrate acquisitions we make could harm our business, our strategy and our operating results in a material way.
There is competition for those private companies suitable for a merger transaction of the type contemplated by management.
We are in a highly competitive market for a relatively small number of business opportunities which could reduce the likelihood of limiting our expansion plans.
A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we presently have; consequently, we may be at a competitive disadvantage in identifying possible business opportunities and successfully completing an acquisition or a business combination. These competitive factors may reduce the likelihood of our identifying and consummating certain acquisitions or successful business combinations.
Our proposed operations are purely speculative. Future success is highly dependent on the ability of management to locate and attract a suitable acquisition. There can be no assurance that we will successfully consummate a business combination.
The nature of our operations is speculative, and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek acquisitions and business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting these criteria.
In the event that we complete an acquisition or business combination, the success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company and numerous other factors beyond our control. We can give no assurances that we will successfully identify and evaluate suitable business opportunities, negotiate a business combination on favorable terms, or that we will conclude a business combination.
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Our management team may not devote all of its full time to our business and operations which may adversely impact our ability to identify a suitable acquisition candidate.
Some of our officers and/or directors serve on a part-time basis and we are solely dependent on them. We lack the funds or other incentives to hire other full-time experienced management. Some of our current management members have other employment or business interests to which they may devote some of their attention and will continue to do so, devoting time to us on an as-needed basis. This limited commitment may adversely impact our ability to identify and consummate a successful acquisition or business combination.
The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.
Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
We may be subject to further government regulation which would adversely affect our operations.
Although we are subject to the reporting requirements under the Exchange Act, management believes we are not subject to regulation under the Investment Company Act since we are not engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.
Any potential acquisition or merger with a foreign company may subject us to additional risks.
If we enter into an acquisition or business combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.
We may be subject to certain tax consequences in our business, which may increase our cost of doing business.
Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that we may undertake. We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.
Because we may seek to complete a business combination through a “reverse merger,” following such a transaction we may not be able to attract the attention of major brokerage firms.
Additional risks may exist since we expect to assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock.
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There is not an active market for our common stock and we cannot assure you that the common stock will become liquid or that it will be listed on a securities exchange
There currently is no market for our common stock. We plan to list our common stock as soon as practicable. On a US stock exchange. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing. In this venue, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock and trading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for the common stock may never develop. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.
We cannot assure you that following a business combination with an operating business, our common stock will be listed on any US securities exchange; and if listed we may be subject to penny stock rules.
Following am acquisition or business combination, we may seek the listing of our common stock on OTC, NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on a US stock exchange, we expect that our common stock could be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock.
In addition, after such listing, our securities may be classified as penny stock. The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share whose securities are admitted to quotation but do not trade on the US Capital Market or on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require delivery of a document to investors stating the risks, special suitability inquiry, regular reporting and other requirements. Prices for penny stocks are often not available and investors are often unable to sell this stock. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.
The majority of our issued and outstanding capital stock is owned and controlled by our Officers.
Our officers currently own the majority of our issued and outstanding capital stock, and therefore control our operations and will have the ability to control all matters submitted to stockholders for approval, including:
| ● | election of our board of directors; | |
| ● | removal of any directors; | |
| ● | amendment of our Certificate of Incorporation or Bylaws; and | |
| ● | adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination. |
These stockholders thus have complete control over our management and affairs. Accordingly, their ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock, which may further affect its liquidity.
Our stockholders may have a minority interest in the Company following a merger or other business combination with an operating business.
If we consummate an acquisition, merger or business combination with a company with a value in excess of the value of our Company and issue shares of common stock to the stockholders of such company as consideration for merging with us, our stockholders may own less than 50% of the Company after the business combination. The stockholders of the acquired company would therefore be able to control the election of our board of directors and control our Company.
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We have never paid dividends on our common stock.
We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.
We intend to issue more shares to raise capital or in a merger or acquisition, which will result in substantial dilution.
Our Certificate of Incorporation authorizes the issuance of a maximum of 100,000,000 shares of common stock. Presently, we have 62,030,000 issued and outstanding shares of common shares Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders.
Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our current stockholders. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holder of common stock might be materially and adversely affected.
There are issues impacting liquidity of our securities with respect to the SEC’s review of a future resale registration statement.
Since shares of our common stock issued prior to a business combination or reverse merger cannot freely trade currently, nor may they for a considerable period of time after we complete a business combination, be available to be offered, sold, pledged or otherwise transferred without being registered pursuant to the Securities Act, we will likely file a resale registration statement on Form S-1, or some other available form, to register for resale such shares of our common stock. We cannot control this future registration process in all respects as some matters are outside our control. Even if we are successful in causing the effectiveness of the resale registration statement, there can be no assurances that the occurrence of subsequent events may not preclude our ability to maintain the effectiveness of the registration statement. Any of the foregoing items could have adverse effects on the liquidity of our shares of our common stock.
In addition, the SEC has recently disclosed that it has developed internal informal guidelines concerning the use of a resale registration statement to register the securities issued to certain investors in private investment in public equity (PIPE) transactions, where the issuer has a market capitalization of less than $75 million and, in general, does not qualify to file a Registration Statement on Form S-3 to register its securities. The SEC has taken the position that these smaller issuers may not be able to rely on Rule 415 under the Securities Act, or Rule 415, which generally permits the offer and sale of securities on a continued or delayed basis over a period of time, but instead would require that the issuer offer and sell such securities in a direct or “primary” public offering, at a fixed price, if the facts and circumstances are such that the SEC believes the investors seeking to have their shares registered are underwriters and/or affiliates of the issuer. It appears that the SEC in most cases will permit a registration for resale of up to one third of the total number of shares of common stock then currently owned by persons who are not affiliates of such issuer and, in some cases, a larger percentage depending on the facts and circumstances. Staff members also have indicated that an issuer in most cases will have to wait until the later of six months after effectiveness of the first registration or such time as substantially all securities registered in the first registration are sold before filing a subsequent registration on behalf of the same investors. Since, following a reverse merger or business combination, we may have little or no tradable shares of common stock, it is unclear as to how many, if any, shares of common stock the SEC will permit us to register for resale, but SEC staff members have indicated a willingness to consider a higher percentage in connection with registrations following reverse mergers with shell companies such as the Company.
The SEC may require as a condition to the declaration of effectiveness of a resale registration statement that we reduce or “cut back” the number of shares of common stock to be registered in such registration statement. The result of the foregoing is that a stockholder’s liquidity in common stock may be adversely affected in the event the SEC requires a cut back of the securities as a condition to allow us to rely on Rule 415 with respect to a resale registration statement, or, if the SEC requires us to file a primary registration statement.
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In order to grow at the pace expected by management, we will require additional capital to support our long-term business plan. If we are unable to obtain additional capital in future years, we may be unable to proceed with our long-term business plan and we may be forced to curtail or cease our operation or further business expansion.
We will require additional working capital to support our long-term business plan, which includes identifying suitable targets for horizontal or vertical mergers or acquisitions, so as to enhance the overall productivity and benefit from economies of scale. After a suitable business combination, our working capital requirements and the cash flow provided by future operating activities, if any, will vary greatly from quarter to quarter, depending on the volume of business during the period and payment terms with our customers. Due to the current global financial crisis, we may not be able to obtain adequate levels of additional financing, whether through equity financing, debt financing or other sources. To raise funds, we may need to issue new equities or bonds which could result in additional dilution to our shareholders, and additional financings could result in significant dilution to our earnings per share or the issuance of securities with rights superior to our current outstanding securities or contain covenants that would restrict our operations and strategy. In addition, we may grant registration rights to investors purchasing our equity or debt securities in the future.
If we are unable to raise additional financing, we may be unable to implement our long-term business plan, develop or enhance new products and services, take advantage of future opportunities or respond to competitive pressures on a timely basis, if at all. In addition, a lack of additional financing could force us to substantially curtail or cease operations. The current global credit crisis is making it difficult, if not impossible, for companies to obtain financing for acquisitions and operational growth. There is no indication when this credit crisis will abate. Accordingly, we cannot assure you that we will be able to obtain such third party financing on terms favorable to us or at all.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable
We do not own any properties. We have access to a virtual office space at a month-to-month nominal cost. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
There currently is no market for our common stock.
Following a business combination, we may seek the listing of our common stock on the OTC.BB, NASDAQ, the American Stock Exchange or another stock exchange. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing. Until our common stock is listed on an exchange, we expect that it would be eligible to be quoted in the over-the-counter bulletin board maintained by the Financial Industry Regulatory Authority. In this venue, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock and trading of our common stock may be extremely sporadic.
For example, several days may pass before any shares may be traded. A more active market for the common stock may never develop. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity and could make it more difficult for us to raise additional capital.
Number of Holders of Our common stock
As of March 31, 2017, there were 5 stockholders of record of our common stock.
Dividends
We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Recent Sales of Unregistered Securities
None during the year ended December 31, 2016.
Purchases of Our Equity Securities
No repurchases of our common stock have been made to date through December 31, 2016.
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ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. In addition to historical information, the following discussion contains certain forward-looking information. See “Special Note Regarding Forward Looking Statements” above for certain information concerning those forward looking statements. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.
Overview of Our Business and Plan of Operation
We were incorporated in the State of Delaware on November 8, 2007. Since inception, we have been a development stage company engaged in organizational efforts, obtaining initial financing, developing our core business and evaluation possible acquisition, mergers and/or business combinations. We were formed as a vehicle to pursue business development through the acquisition of, or merger with, an operating business. Since the effectiveness of our registration statement on Form 10-SB, we have focused our efforts on identifying possible acquisitions and/or business combinations/collaborations.
Management believes that we have been primarily a “shell” company that intends to enter into acquisitions and/or business combinations with one or more privately held businesses since we believe that we would be attractive to privately held operating companies interested in becoming publicly traded by means of a business combination with us, without offering their own securities to the public. We continue to still hold to our previous view.
During fourth quarter 2011, we recognized fee revenue for the first time since inception from the placement of Chinese students with an educational institution in Los Angeles. In addition, we are planning the organization and operation of educational and vocational training centers for Chinese students both in China and in the US.
We continue to be unrestricted in our search for acquisitions and/or business combination candidates in China and the US, in our industry or industry segment, and we intend enter into acquisitions and combinations with a private business engaged in a compatible line of business, particularly those associated with the entertainment industry and education/training. Management’s discretion is, as a practical matter, unlimited in the selection of a combination candidate. For example, and as explained on Page 8, in the second half of 2014 the Company entered into potential merger discussions with China Tactician University Company Limited (“Tactician Group”) which is a Hong Kong corporation owning a variety of Chinese companies involved in a wide range of education and training, including vocational training to middle management as well as operating regional colleges. At the same time, the Company also entered into similar potential merger discussions with Gold Street Holding (China) Co., Limited (“Gold Street Group”). Subject to obtaining required approval to the change of ownership/merger from the Chinese authorities, the satisfactory completion of a due diligence process and the obtaining of financing to cover the extensive legal, accounting and audit costs associated with such mergers, the Company may or not be able proceed with these mergers. Accordingly, there can be no assurance that either merger will actually be achieved.
On April 11, 2016 the Company executed a Letter of Intent with Haerbin International TV & Film Arts Academy (“HITFAA”) which is located in the city of Haerbin, Heilongjiang province (in northeast China). Under this Letter of Intent, the parties agreed to cooperate to create a resource to recruit and train students in the field of film and TV production, commencing fall,2017. On May 16, 2016 a Chinese joint venture company was formed (51% owned by the Company and 49% owned by local Chinese parties). called Haerbin Leading Film & TV Entertainment Co., Ltd. with the objective of owning 100% of HITFAA. Presently, no capitalization and no activity has occurred in Haerbin Leading Film & TV Entertainment Co., Ltd. and there can be no assurance that any capitalization or activity will actually occur.
Results of Operations
Since inception on November 8, 2007 through December 31, 2016, we had an accumulated net loss of $ 120,030 primarily relating to business development costs such as audit, SEC filings, legal, travel and miscellaneous general and administrative costs, less nominal fee revenues.
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Liquidity and Capital Resources
At December 31, 2016 we had cash of $ 30,707, compared with cash of $37,143 at December 31, 2015.
We have no commitment for any capital expenditure and presently foresee none. However, we will incur routine fees and expenses incident to our reporting duties for our SEC filings, and we will incur expenses in finding and investigating possible acquisitions and other fees and expenses in the event we make an acquisition or attempts but are unable to complete an acquisition. Our own head office cash requirements for the next twelve months are relatively modest, principally for legal, audit, SEC filing, travel and other business development costs.
Our current management has agreed to continue rendering services to us and to not demand compensation unless and until we complete an acquisition or until our revenues have grown substantially to justify the payment of such compensation. We have no intention of borrowing money to reimburse or pay salaries to any of our officers, directors or stockholders or their affiliates.
The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred recurring losses from operations, and utilized cash flow in operating activities since inception, and we have no recurring source of revenue. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
Management’s plan to support the Company in operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from public offerings, we will have to find alternative sources, such as a private placement of securities or loans or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing; or cause substantial dilution for our stockholders, in the case of equity financing.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
Use of Estimates
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. These estimates and assumptions include accruals for potential liabilities and utilization of net operating loss carry forwards. Actual results could differ from those estimates.
Loss per Common Share.
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each period. We do not have any potentially dilutive instruments.
Recent Accounting Pronouncements
See Note 2.to the Financial Statements included elsewhere in this document for a discussion of recent Accounting Pronouncements.
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Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by this item begin on page 26 hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016. Based on our assessment, our management determined that, as of December 31, 2016, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.
Internal Controls over Financial Reporting
Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting is effective, as of December 31, 2016.
Changes in Internal Controls over Financial Reporting.
During the fiscal year ended December 31, 2016, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal year covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following sets forth the name and position of each of our current executive officers and directors.
| NAME | AGE | POSITION | ||
| David Lau | 56 | Chief Executive Officer and Director | ||
| Hollis Liu | 48 | President, Secretary and Director | ||
| Alan J. Bailey | 69 | Chief Financial Officer and Director | ||
| Tony Liu | 28 | Director | ||
| Kevin Zhang | 39 | Director |
David Lau is a senior strategist and coordinator in the film and entertainment industry in both Hollywood and China. Over the past few years he has been instrumental in seeking out potential acquisitions, mergers and joint ventures between the Company and Chinese businesses primarily involved in the education and training industry.
Hollis Liu is an entrepreneur and educator in the field of performance, film, entertainment and experienced vocalist in the field of vocal education and training. Over the past few years she has worked with a variety of Chinese businesses seeking to extend their profile in the United States and with Chinese students seeking to enhance their education by attending educational institutions in the U.S.
Alan. J Bailey has been a senior executive in the entertainment industry for approximately 40 years, and over the past few years has acted as a director and senior officer of several businesses, primarily associated with the entertainment industry, in providing CFO-type services, corporate management and other general accounting services. He is a Fellow of the UK Institute of Chartered Accountants.
Tony Liu is a CPA/MBA and is a financial professional experienced in the fields of investment analysis and enterprise management. For the past few years he has worked for a CPA firm located in greater Los Angeles area in audit and accounting for a variety of the firm’s clients.
Kevin Zhang is a Master of Public Administration with several years of experience regarding cultural exchange, trading, and financial matters in China. For the past few years he has worked with a variety of businesses primarily located in China to provide financial and management assistance.
Except as noted above, there are no agreements or understandings for any of our executive officers or directors to resign at the request of another person and no officer or director is acting on behalf of, nor will any of them act at the direction of, any other person. Directors are elected until their successors are duly elected and qualified.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Promoters and Certain Control Persons
We have not had any promoters at any time since incorporation.
Section 16(A) Beneficial Ownership Reporting Compliance
Under U.S. securities laws, directors, certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the SEC. The SEC has designated specific due dates for these reports. Ms. Hollis Liu, our President and majority stockholder did file her Initial Statement of Beneficial Ownership of Securities on Form 3 by the due date. No other reports were required to be filed in fiscal year 2016.
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Code of Ethics
We adopted a Code of Ethics and an Insider Trading Policy as of January 18, 2010.
Material Changes to Director Nomination Procedures
There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.
Audit Committee and Audit Committee Financial Expert
We established a standing audit committee and an audit committee charter on January 18, 2010 together with an insider trader policy. Our Audit Committee consists of Hollis Liu (Chair) and Alan J. Bailey.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation – 2016 and 2015
For the years ended December 31, 2016 and December 31, 2015, and through the date of this report, we have not paid any executive officer or director any cash or cash equivalent compensation. We have no agreements or understandings, express or implied, with any director or executive officer concerning employment or cash or other compensation for services. We will undoubtedly pay compensation to officers and other employees should we succeed in acquiring a business that has funds available to pay such compensation or if our operations grow significantly to justify such compensation.
Outstanding Equity Awards at Fiscal Year End
None.
Compensation of Directors
During the fiscal years ended December 31, 2016 and December 31, 2015, there were no fees earned or paid in cash for services to our directors and no stock or stock options or other equity incentives were awarded to our directors. We have no standard arrangements in place to compensate our directors for their service as directors or as members of any committee of directors. In the future, if we retain non-employee directors, we may decide to compensate them for their service to us as directors and members of committees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 31, 2017, certain information with respect to the beneficial ownership of our common stock by (i) each director and executive officer, (ii) each person known by us to be the beneficial owner of five percent or more of the outstanding shares of common stock, and (iii) all directors and executive officers as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company at 1875 Century Park East, 6th Floor, Century City, CA 90067.
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| Name & Address of Beneficial Owner | Office, If Any | Title of Class | Amount
and Nature of Beneficial Ownership(1) | Percent of Class(2) | ||||||||||
| Officers and Directors | ||||||||||||||
| Alan J. Bailey | Chief Financial Officer and Director | Common Stock, $.00001 par value | 2,000,000 | 3 | % | |||||||||
| Hollis Liu | President, Secretary and Director | Common Stock, $.00001 par value | 50,000,000 | 81 | % | |||||||||
| All officers and directors as a group (2 persons named above) | Common Stock, $.00001 par value | 52,000,000 | 84 | % | ||||||||||
| 5% Security Holders | ||||||||||||||
| Hollis Liu | Common Stock, $.00001 par value | 50,000,000 | 81 | % | ||||||||||
| Hollywood Hipac Group Inc. | 10,000,000 | 16 | % | |||||||||||
| (1) | Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted below, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock. |
| (2) | As of March 31, 2017, a total of 62,030,000 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). |
Changes in Control
None.
Securities Authorized for Issuances under Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related Party Transactions
None of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC, except for the sale of 10 million of our common shares on November 19, 2012 to an affiliated company called Hollywood Hipac Group Inc.
Certain of the Company’s officers provide advances to finance the Company’s working capital requirements. In August, 2016 one of the Company’s officers received an advance of $30,000 and personally paid Company outstanding audit fees of $9,751. The $ 30,000 advance was repaid in full in cash on November 3. 2016. The advances are unsecured, due on demand, and non-interest bearing.
Officers’ compensation
In view of the Company’s limited operations and resources, none of the Company’s directors and/or officers received any compensation from the Company during the years ended December 31, 2016 and 2015.
Director Independence
Only Tony Liu and Kevin Zhang are independent directors as the term “independent” is defined by SEC rules.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Independent Auditors’ Fees
The following is a summary of the fees billed to the Company for professional services rendered for the fiscal year ended December 31, 2016 and 2015:
| 2016 | 2015 | |||||||
| Audit Fees | $ | 14,429 | $ | 10,700 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| TOTAL | $ | 14,429 | $ | 10,700 | ||||
“Audit Fees” consisted of fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
“Audit-Related Fees” consisted of fees billed for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees” above.
“Tax Fees” consisted of fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
“All Other Fees” consisted of fees billed for products and services provided by the principal accountant, other than the services reported above under other captions of this Item 14.
Pre-Approval Policies and Procedures
Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our board of directors to assure that such services do not impair the auditors’ independence from us. In accordance with its policies and procedures, our board of directors pre-approved the audit services performed by the independent public accountants on our financial statements as of and for the year ended December 31, 2016
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Financial Statements and Schedules
The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
Exhibit List
The following exhibits are filed as part of this report or incorporated by reference.
| Exhibit No. | Description | |
| 31.1* | Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certifications of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certifications of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | |
| * Filed herewith | ||
| ** Furnished herewith | ||
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC
INDEX TO FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Hollywood Entertainment EDU Holding, Inc.
Los Angeles, California
We have audited the accompanying balance sheets of Hollywood Entertainment EDU Holding, Inc. as of December 31, 2016 and 2015 and the related statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that we considered appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hollywood Entertainment EDU Holding, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced recurring operating losses and negative cash flows from operations, and has no source of recurring revenue as of December 31, 2016. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
WEINBERG& COMPANY, P.A.
Los Angeles, California
April 14, 2017
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
| December 31, 2016 | December 31, 2015 | |||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash | $ | 30,707 | $ | 37,143 | ||||
| Total current assets | 30,707 | 37,143 | ||||||
| TOTAL ASSETS | $ | 30,707 | $ | 37,143 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 15,482 | $ | 7,750 | ||||
| Advances from officer, interest free | 11,735 | 1,984 | ||||||
| Total current liabilities | 27,217 | 9,734 | ||||||
| TOTAL LIABILITIES | 27,217 | 9,734 | ||||||
| Stockholders’ equity: | ||||||||
| Common stock, $ .00001 par value, authorized 100,000,000 shares 62,030,000 issued and outstanding at December 31, 2016 and at December 31, 2015, respectively | 620 | 620 | ||||||
| Additional paid in capital | 122,900 | 122,900 | ||||||
| Accumulated deficit | (120,030 | ) | (96,111 | ) | ||||
| Total stockholders’ equity | 3,490 | 27,409 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 30,707 | $ | 37,143 | ||||
The accompanying notes are an integral part of these financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
| For the Years Ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Revenues | $ | - | $ | - | ||||
| Expenses | ||||||||
| General and administrative | 23,919 | 20,806 | ||||||
| Total expenses | 23,919 | 20,806 | ||||||
| Net loss | $ | (23,919 | ) | $ | (20,806 | ) | ||
| Loss per share-basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average common shares outstanding | 62,030,000 | 62,030,000 | ||||||
The accompanying notes are an integral part of these financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
Statements of Changes in Stockholders’ Equity
For the Years Ended December 31, 2016 and 2015
| Common Stock | Additional | Total | ||||||||||||||||||
| Number of Shares |
Amount | Paid in Capital |
Accumulated Deficit |
Stockholders’ Equity |
||||||||||||||||
| Balance - December 31, 2014 | 62,030,000 | $ | 620 | $ | 122,900 | $ | (75,305 | ) | $ | 48,215 | ||||||||||
| Net Loss for 2015 | - | - | - | (20,806 | ) | (20,806 | ) | |||||||||||||
| Balance-December 31, 2015 | 62,030,000 | 620 | 122,900 | (96,111 | ) | 27,409 | ||||||||||||||
| Net Loss for 2016 | - | - | - | (23,919 | ) | (23,919 | ) | |||||||||||||
| Balance-December 31, 2016 | 62,030,000 | $ | 620 | $ | 122,900 | $ | (120,030 | ) | $ | 3,490 | ||||||||||
The accompanying notes are an integral part of these financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
| For the Years Ended December 31, |
||||||||
| 2016 | 2015 | |||||||
| Cash flows used in operating activities: | ||||||||
| Net loss | $ | (23,919 | ) | $ | (20,806 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Change in accounts payable and accrued expenses | 7,732 | 2,960 | ||||||
| Net cash flows used in operating activities | (16,187 | ) | (17,846 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Advance from officer (net) | 9,751 | |||||||
| Advances to affiliate entity | 30,000 | 20,000 | ||||||
| Repayment from affiliated entity | (30,000 | ) | (20,000 | ) | ||||
| Net cash from financing activities | 9,751 | - | ||||||
| Net change in cash and cash equivalents | (6,436 | ) | (17, 846 ) | |||||
| Cash and cash equivalents-beginning of period | 37,143 | 54,989 | ||||||
| Cash and cash equivalents-end of period | $ | 30,707 | $ | 37,143 | ||||
| Cash paid during the period for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income Taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
For the Years Ended December 31, 2016 and 2015
Note 1 - GENERAL ORGANIZATION AND BUSINESS
Our History and Background
We were incorporated in the State of Delaware on November 8, 2007. Since inception, we have been engaged in organizational efforts, obtaining financing and establishing the groundwork both in China and in the U.S. to organize training programs for Chinese students and participants who wish to pursue higher levels of practical education in the entertainment industry. We also plan to acquire, invest, joint venture and manage certain compatible training and educational businesses located in China.
We were originally formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business and/or entering into collaboration and joint venture agreements with existing businesses compatible with our core business objectives. Accordingly, we have focused our efforts on identifying possible business combinations, acquisitions, and/or compatible joint ventures and business opportunities and further developing our core business related to the field of entertainment and in the field of education, vocational training and business/financial services.
In second half of 2014 the Company entered into potential merger discussions with China Tactician University Company Limited (“Tactician Group”) which is a Hong Kong corporation owning a variety of Chinese companies involved in a wide range of education and training, including vocational training to middle management as well as operating regional colleges. At the same time, the Company also entered into similar potential merger discussions with Gold Street Holding (China) Co., Limited (“Gold Street Group”). Subject to obtaining required approval to the change of ownership/merger from the Chinese authorities, the satisfactory completion of a due diligence process and the obtaining of financing to cover the extensive legal, accounting and audit costs associated with such mergers, the Company may or not be able proceed with these mergers. Accordingly, there can be no assurance that either merger will actually be achieved.
On April 11,2016 the Company executed a Letter of Intent with Haerbin International TV & Film Arts Academy (“HITFAA”) which is located in the city of Haerbin, Heilongjiang province (in northeast China). Under this Letter of Intent, the parties agreed to cooperate to create a resource to recruit and train students in the field of film and TV production commencing fall, 2017. On May 16,2016 a Chinese joint venture company was formed (51% owned by the Company and 49% owned by local Chinese parties). called Haerbin Leading Film & TV Entertainment Co., Ltd. with the objective of owning 100% of HITFAA. Presently, no capitalization and no activity has occurred in Haerbin Leading Film & TV Entertainment Co., Ltd. and there can be no assurance that any capitalization or activity will actually occur.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015
Going Concern
The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred recurring losses from operations, and utilized cash flow in operating activities since inception, and we have no recurring source of revenue. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.
Management’s plan to support the Company in operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from public offerings, we will have to find alternative sources, such as a private placement of securities or loans or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing; or cause substantial dilution for our stockholders, in the case of equity financing.
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. These estimates and assumptions include accruals for potential liabilities and utilization of net operating loss carry forwards. Actual results could differ from those estimates.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015
Basic and Diluted Net Loss Per Share
Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period.
Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the Company reported an operating loss because all warrants and stock options outstanding are anti-dilutive.
For the years ended December 31, 2016 and 2015 there were no potential dilutive securities.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.
Other accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
Fair Value of Financial Instruments
The FASB ASC 320-12-65 (“Disclosures about Fair Value of Financial Instruments”), requires the determination of fair value of the Company’s financial assets and liabilities. The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash and advances from officer approximate their fair value because of their short maturities.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
Notes to Financial Statements
For the Years Ended December 31, 2016 and 2015
Income taxes
The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.
The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits as of December 31, 2016 and 2015 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2016, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.
No current provision or benefit for federal income taxes has been recorded for the year ended December 31, 2016 or for any period from inception through December 31, 2016 as the Company has no taxable income.
At December 31, 2016, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of approximately $ 112,600 that may be offset against future taxable income through 2036. No tax benefit has been reported with respect to these net operating loss carry-forwards because the Company believes that the realization of the Company’s net deferred tax assets was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.
Note 3 - RELATED PARTY TRANSACTIONS
Certain of the Company’s officers provide advances to finance the Company’s working capital requirements. As of December 31, 2016 and 2015, total advances amounted to $11,735 and $1,984, respectively. The advances are unsecured, due on demand, and non-interest bearing.
Certain of the Company’s officers provide advances to finance the Company’s working capital requirements. In August, 2016 one of the Company’s officers received an advance of $ 30,000 and personally paid Company outstanding audit fees of $9,751. The $ 30,000 advance was repaid in full in cash on November 3, 2016. The advances are unsecured, due on demand, and non-interest bearing.
During the year ended December 31, 2015, the Company remitted approximately $20,000 on behalf of Hollywood Short Film Association (“HSFA”), an affiliated company, to the 2015 HollyShorts Film Festival to enable HSFA to present Chinese short films for exhibition at the film festival on August 21, 2015. The amount advanced to HSFA was also used by HSFA to generally participate in the film festival in collaboration with CCTV Micro Film Channel Division of the China Central Newsreels and Film Studio Group (“CCTV”). The Company is also one of the sponsors of the special Chinese exhibition segment at the HollyShorts 2015. As of December 31, 2015, HSFA paid back the Company for the amount advanced to them of approximately $20,000.
Officers’ Compensation
In view of the Company’s limited operations and resources, none of the Company’s directors and/or officers received any compensation from the Company during the years ended December 31, 2016 and 2015, or at any time through December 31, 2016.
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SIGNATURES
In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized individual.
Date: April 14, 2017
| HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC | ||
| By: | /s/ Hollis Liu | |
| Hollis Liu | ||
| President | ||
In accordance with the Securities Exchange Act of 1934, 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 | Title | Date | ||
| /s/ David Lau | Chief Executive Officer | April 14, 2017 | ||
| David Lau | (Principal Executive Officer) | |||
| /s/ Alan J. Bailey | Chief Financial Officer and Director | April 14, 2017 | ||
| Alan J. Bailey |
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