Attached files
| file | filename |
|---|---|
| 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-Q
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2017
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission file number: 000-53069
HOLLYWOOD ENTERTAINMENT EDU HOLDING, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-1702585 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
1875 Century Park East, 6th Floor, Century City, CA (Address of principal executive offices) |
90067 (Zip Code) |
(323) 998-7137
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer (do not check if Smaller Reporting Company) [ ]
Smaller Reporting Company [X] Emerging Growth Company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding of the Registrant’s common stock, $0.00001 par value, as of August 14, 2017 was 62,030,000.
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
TABLE OF CONTENTS
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INTRODUCTORY COMMENTS
Special Note Regarding Forward Looking Statements
This quarterly report on Form 10-Q, 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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PART I – FINANCIAL INFORMATION
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
| June 30, 2017 | December 31, 2016 | |||||||
| (Unaudited) | ||||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash | $ | 13,625 | $ | 30,707 | ||||
| TOTAL ASSETS | $ | 13,625 | $ | 30,707 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 9,784 | $ | 15,482 | ||||
| Advances from officer, interest free | 11,735 | 11,735 | ||||||
| TOTAL LIABILITIES | 21,519 | 27,217 | ||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common stock, $0.00001 par value, authorized 100,000,000 shares, 62,030,000 shares issued and outstanding at June 30, 2017 and at December 31, 2016, respectively | 620 | 620 | ||||||
| Additional paid in capital | 122,900 | 122,900 | ||||||
| Accumulated deficit | (131,414 | ) | (120,030 | ) | ||||
| Total stockholders’ equity (deficit) | (7,894 | ) | 3,490 | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 13,625 | $ | 30,707 | ||||
The accompanying notes are an integral part of these condensed financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months | For the Six Months | |||||||||||||||
| Ended June 30, | Ended June 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenues | $ | — | $ | — | $ | — | $ | — | ||||||||
| Expenses | ||||||||||||||||
| General and administrative | 5,268 | 4,101 | 11,384 | 8,881 | ||||||||||||
| Total expenses | $ | 5,268 | $ | 4,101 | $ | 11,384 | $ | 8,881 | ||||||||
| Net loss | $ | (5,268 | ) | $ | (4,101 | ) | $ | (11,384 | ) | $ | (8,881 | ) | ||||
| Loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average common shares outstanding | 62,030,000 | 62,030,000 | 62,030,000 | 62,030,000 | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
Condensed Statement of Changes in Stockholders’ Equity(Deficit)
For the six months ended June 30, 2017
(Unaudited)
| Common Stock | Additional | Total Stockholders’ | ||||||||||||||||||
| Number of | Paid In | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance - December 31, 2016 | 62,030,000 | $ | 620 | $ | 122,900 | $ | (120,030 | ) | $ | 3,490 | ||||||||||
| Net loss for period | - | - | - | (11,384 | ) | (11,384 | ) | |||||||||||||
| Balance - June 30, 2017 | 62,030,000 | $ | 620 | $ | 122,900 | $ | (131,414 | ) | $ | (7,894 | ) | |||||||||
The accompanying notes are an integral part of these condensed financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2017 | 2016 | |||||||
| Cash flows used in operating activities | ||||||||
| Net loss | $ | (11,384 | ) | $ | (8,881 | ) | ||
| Non-cash adjustments: | ||||||||
| Increase (decrease) in accounts payable and accrued expenses | (5,698 | ) | 5,000 | |||||
| Net cash flows used in operating activities | (17,082 | ) | (3,881 | ) | ||||
| Net change in cash | (17,082 | ) | (3,881 | ) | ||||
| Cash – beginning of period | 30,707 | 37,143 | ||||||
| Cash – end of period | $ | 13,625 | $ | 33,262 | ||||
The accompanying notes are an integral part of these condensed financial statements.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
Notes to Condensed Financial Statements
For the Six Months Ended June 30, 2017 and 2016
(Unaudited)
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.
Note 2 - Summary of Significant Accounting Policies of Condensed Financial Information
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The condensed financial statements of the Company as of and for three and six months ended June 30, 2017 and 2016 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the financial position of the Company as of June 30, 2017, the results of its operations and its cash flows for the six months ended June 30, 2017 and 2016. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet at December 31, 2016 has been derived from the Company’s audited financial statements included in the Form 10-K for the year ended December 31, 2016.
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Note 2 - Summary of Significant Accounting Policies of Condensed Financial Information (continued)
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. In addition, the Company’s independent registered public accounting firm in its report on the December 31, 2016 financial statements has raised substantial doubt about the Company’s ability 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.
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. As June 30, 2017 and December 31, 2016, there were no potential dilutive securities.
Recently Issued Accounting Pronouncements
Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
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Note 3 – Related Party Transactions
Certain of the Company’s officers provide advances to finance the Company’s working capital requirements. As of June 30, 2017 and December 31, 2016, total advances amounted to $11,735. The advances are unsecured, due on demand, and non-interest bearing.
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 three and six months ended June 30, 2017 and 2016, or for any period through June 30, 2017.
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Item 2. Management’s Discussion and Analysis
Plan of Operation
Our plan is to locate a suitable acquisition or merger candidate and consummate a business combination. Through such suitable acquisitions or business combinations, we also plan to organize and operate training centers both in China and in the US. We will need additional cash investment from the sale of stock, through debt or through additional officer advances to achieve our business objectives. We can provide no assurance that we can necessarily continue to satisfy our cash requirements without additional cash flow.
As described in Note 1 to the condensed financial statements, with respect to our plan to find suitable merger candidates, we continue our discussions regarding the potential acquisition of the Gold Street Group through a “cashless” exchange of stock and we are also in negotiation to acquire ( through a “cashless” exchange of stock) 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.. There can be no assurance, however, that the Company will complete such acquisitions.
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.
It is anticipated that any securities issued in any such business combinations would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance. However, if the Company cannot effect a non-cash acquisition, the Company may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the Company would obtain any such equity funding.
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders at such time.
Results of Operations
Since inception on November 8, 2007 through June 30, 2017, we had an accumulated net loss of $ 131,414 primarily relating to business development costs such as audit, SEC filings, legal, travel and miscellaneous general and administrative costs, less nominal fee revenues (which included a net loss of $ 11,384 for the 6 months ended June 30, 2017).
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Liquidity and Capital Resources
At June 30, 2017, the Company had cash of $ 13,625 (compared with a cash balance of $30,707 at December 31, 2016).
The accompanying unaudited condensed 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. As of June 30, 2017, we have a stockholders’ deficit of $7,894. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2016 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The 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. If we require additional cash and cannot raise it, we will either have to suspend operations or cease business entirely.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Controls and Procedures.
In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2017, our Principal Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.
Change in Internal Controls
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
None
None.
| 31.1 | Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section 302* | |
| 31.2 | Certification by Chief Financial Officer pursuant to Sarbanes-Oxley Section 302* | |
| 32.1 | Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002* |
* Filed Herewith
| Exhibit No. | Description | |
| 31* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32* | Certification pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. | |
| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase |
*Filed herewith
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Dated: August 14, 2017
| HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | |
| (Registrant) | |
| /s/ David Lau | |
| David Lau | |
| Chief Executive Officer |
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