Attached files
file | filename |
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EX-32.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | v185477_ex32-1.htm |
EX-31.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | v185477_ex31-1.htm |
EX-31.2 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC. | v185477_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10−Q
(Mark
One)
þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended: March 31,2010
¨
|
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 No.)
|
17755
Rowland Street
City
of Industry, CA 91748
(Address
of principal executive offices, Zip Code)
310-990-2590
(Registrant’s
telephone number, including area code)
(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 the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ¨ 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 (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨ (Do not
check if a smaller reporting company)
|
Smaller
reporting company þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes þ No ¨
The
number of shares outstanding of each of the issuer’s classes of common stock, as
of May 15, 2010 is as follows:
Class of Securities
|
|
Shares Outstanding
|
Common Stock, $0.00001 par value
|
|
52,000,000
|
PART
I – FINANCIAL INFORMATION
HOLLYWOOD ENTERTAINMENT EDU HOLDING,
INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
REPORTS
AT
MARCH
31,2010
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
TABLE
OF CONTENTS
Balance Sheets at March 31, 2010 (Unaudited) and
December 31, 2009
|
F-1 | |||
Statements of Operations for the Three Months
Ended March 31, 2010 and 2009 and for the Period from Date of Inception
(November 8, 2007) through March 31, 2010
(Unaudited)
|
F-2 | |||
Statement of Changes in Stockholders’ Deficit
for the Period from Date of Inception (November 8, 2007) through March 31,
2010 (Unaudited)
|
F-3 | |||
Statements of Cash Flows for the Three Months
Ended March 31, 2010 and 2009 and for the Period from Date of Inception
(November 8, 2007) through March 31, 2010
(Unaudited)
|
F-4 | |||
Notes to Financial
Statements
|
F-5 - F-6 |
i
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A
Development Stage Company)
BALANCE
SHEETS
March
31, 2010
(Unaudited)
|
December 31,
2009
|
|||||||
ASSETS:
|
||||||||
Current
Assets:
|
$ |
—
|
$ |
—
|
||||
Cash
|
—
|
—
|
||||||
Total
Current Assets
|
—
|
—
|
||||||
TOTAL
ASSETS
|
$ |
—
|
$ |
—
|
||||
LIABILITIES
AND STOCKHOLDER’S DEFICIT:
|
|
|||||||
Accrued
Payable and Accrued Expenses
|
$ |
950
|
$ |
3,200
|
||||
Advances
from Officer
|
9,015
|
5,565
|
||||||
Total
Current Liabilities
|
9,965
|
8,765
|
||||||
TOTAL
LIABILITIES
|
9,965
|
8,765
|
||||||
STOCKHOLDERS’
DEFICIT:
|
||||||||
Common
stock,$.00001 par value, authorized 100,000,000 shares 52,000,000 issued
and outstanding
|
520
|
520
|
||||||
Additional
paid in capital
|
3,000
|
3,000
|
||||||
Deficit
accumulated during the development stage
|
(13,485
|
)
|
(12,285
|
)
|
||||
Total
Stockholders’ Deficit
|
(
9,965)
|
(
8,765)
|
||||||
TOAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
—
|
$ |
—
|
The
accompanying notes are an integral part of these financial
statements.
F-1
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
(Unaudited)
Period From Date of Inception
|
||||||||||||
For the Three
Months Ended
|
(November 8, 2007)
|
|||||||||||
March
31
|
Through
|
|||||||||||
2010
|
2009
|
March 31, 2010
|
||||||||||
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Expenses
|
||||||||||||
General
and Administrative
|
1,200
|
180
|
13,485
|
|||||||||
Total
Expenses
|
$
|
1,200
|
$
|
180
|
$
|
13,485
|
||||||
Net
Loss
|
$
|
(1,200
|
)
|
$
|
(180
|
)
|
$
|
(13,485
|
)
|
|||
Loss
per Share - Basic and Diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|||
Weighted
Average Common Shares Outstanding - Basic and Diluted
|
52,000,000
|
2,000,000
|
8,129,256
|
The
accompanying notes are an integral part of these financial
statements.
F-2
HOLLYWOOD ENTERTAINMENT EDU HOLDING,
INC.
(A
Development Stage Company)
Statements
of Changes in Stockholders’ Deficit
For
the Period November 8, 2007 (Inception) through March 31, 2010
(Unaudited)
Common Stock
|
||||||||||||||||||||
|
Number of
Shares
|
Amount
|
Additional
Paid in
Capital
|
Accumulated
(Deficit)
During the
Development
Stage
|
Total
Stockholders’
Deficit
|
|||||||||||||||
Inception -
November 8, 2007
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||||
Issuance
of Stock to founder
|
2,000,000
|
20
|
—
|
—
|
20
|
|||||||||||||||
Net
Loss
|
—
|
—
|
—
|
(4,808
|
)
|
(4,808
|
)
|
|||||||||||||
Additional
Paid In Capital
|
—
|
—
|
3,000
|
—
|
3,000
|
|||||||||||||||
Balance:
December 31, 2008
|
2,000,000
|
20
|
3,000
|
(4,808
|
)
|
(1,788
|
)
|
|||||||||||||
Net
Loss
|
—
|
—
|
—
|
(7,477
|
)
|
(7,477
|
)
|
|||||||||||||
Issuance
of Stock to Officers
|
50,000,000
|
500
|
—
|
—
|
500
|
|||||||||||||||
Balance: December
31, 2009
|
52,000,000
|
520
|
3,000
|
(12,285
|
)
|
(8,765
|
)
|
|||||||||||||
Net Loss | — | — | — | (1,200 |
)
|
(1,200 |
)
|
|||||||||||||
Balance: March 31,2010 | 52,000,000 | 520 | 3,000 | (13,485 | ) | (9,965 | ) |
The
accompanying notes are an integral part of these financial
statements.
F-3
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(unaudited)
|
Period From
|
|||||||||||
|
Date of Inception
|
|||||||||||
|
For the Three
Months Ended
|
(November 8, 2007)
|
||||||||||
|
March
31,
|
Through
|
||||||||||
|
2010
|
2009
|
March
31,2010
|
|||||||||
Cash
Flows from Operating Activities
|
||||||||||||
Net
Loss
|
$
|
(1,200
|
)
|
$
|
(180
|
)
|
$
|
(13,485
|
)
|
|||
Non
Cash Adjustments:
|
||||||||||||
Common
Stock Issued in Lieu of Expenses paid
|
—
|
—
|
20
|
|||||||||
Change
in Accrued Expenses
|
(2,250)
|
—
|
950
|
|||||||||
Net
Cash Flows from Operating Activities
|
(3,450
|
)
|
(180
|
)
|
(12,515
|
)
|
||||||
Net
Cash Flows from Investing Activities
|
—
|
—
|
—
|
|||||||||
Cash
Flows from Financing Activities
|
||||||||||||
Advances
from Officer
|
3,450
|
—
|
9,015
|
|||||||||
Issuance
of Stock to Officers
|
—
|
500
|
||||||||||
Additional
Paid—In Capital
|
—
|
—
|
3,000
|
|||||||||
Net
Cash from Financing Activities
|
3,450
|
—
|
12,515
|
|||||||||
Net
Change in Cash and Cash Equivalents
|
—
|
—
|
—
|
|||||||||
Cash
and Cash Equivalents - Beginning of Period
|
—
|
—
|
—
|
|||||||||
Cash
and Cash Equivalents - End of Period
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Cash
Paid During the Period for:
|
||||||||||||
Interest
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Income
Taxes
|
$
|
—
|
$
|
—
|
$
|
—
|
The
accompanying notes are an integral part of these financial
statements.
F-4
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2010
Note
A -
|
The
Company
|
Hollywood
Entertainment EDU Holding, Inc., a development stage company (the “Company”),
was incorporated under the laws of the State of Delaware on November 8,
2007. As a “blank check company”, the Company’s business is to pursue a
business combination through acquisition, or merger with, an existing
company. Accordingly, the Company is looking to acquire an existing
company or acquire the technology or enter into cooperation and/or merger
agreements with learning and educational institutions, with entertainment media
related training programs, to begin operations.
On
February 2, 2010 the Company entered into a cooperation agreement with the
Musicians Institute, Hollywood, California with the objective of working
together to increase and improve opportunities for Chinese students to receive
contemporary music education both in China and in Hollywood, and to
authorize the development and marketing of the Musicians Institute in
China.
On April
2, 2010 the company entered into an agreement with the Tellhow Group,
Nanchang, Jiangxi, China, a leading designer and manufacturer of
autonomous intellectual property technology products (“Tellhow”) whereby the
company and Tellhow agreed to cooperate together to facilitate the merger of
Tellhow’s 3D Animation Institute ( which presently has approximately 1,000
students) with the Company, and the Company’s intent to work with
Tellhow to establish a Hollywood-style training and educational center in
Nanchang. This merger is targeted to be completed by the end of third quarter
2010, although no assurances however can be given that the Company will be
successful in concluding this intent or will be successful in locating or
negotiating with any other target businesses. To assist and support the Company
in its current business objectives and negotiations , during first quarter 2010
the following advisors were engaged by the Company to provide their
ongoing expert advice and expertise to the Company’s Board of
Directors:
Mr. Dee
Bruce Sun Ph. D was appointed Senior Capital Management Advisor . Mr.
Sun is a full professor at the Department of Information Systems, California
State University-Long Beach, California and chairman of the Chinese Scholars
Association-Southern California.
Mr. Billy
Chung was appointed Media Production Advisor . Mr. Chung is CEO and
owner of R & C Studio Production and internet IPTV service provider WCETV,
City of Industry, California.
Mr.
Yiming Chen was appointed Animation Production Advisor. Mr. Chen is Secretary of
the 3D Animation Committee of the China Electronic Chamber of Commerce, Beijing,
China.
Mr.
Andreas Kuhnis was appointed Senior Financial Advisor. Mr. Kuhnis is a former
Director with Credit Suisse Bank in charge of inter-bank business with East
Asia.
Ms. Qin
Li was appointed Senior Performing Arts Advisor. Ms. Li is Chairman
of the BJAMC and BICAC artist management group and Chairman of the Beijing
Olympic Production Group, producer of live shows for the Beijing Olympic Stadium
and venues in Taiwan in coordination with movie director Yimou
Zhang.
Mr Keith
Wyatt was appointed Senior Music Advisor. Mr. Wyatt is Vice President of
Programs for the Musicians Institute, Hollywood, California and is a world
renowned guitarist.
Mr. Kevin
Rock was appointed Music Marketing Advisor. Mr. Rock is owner of Pink Cadillac
Entertainment, a production support company and producer
of live events throughout North America.
F-5
Note
A -
|
The
Company (Continued)
|
The
Company expects to remunerate its Advisors with the future issuance of its stock
commiserate with the applicable degree of advice and other valuable
services provided to the Company.
The
condensed financial statements of Hollywood Entertainment EDU Holding, Inc.,
(the “Company”) included herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”). Certain information and footnote disclosures
normally included in financial statements prepared in conjunction with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the annual audited
financial statements and the notes thereto included in the Company’s
registration statement on Form 10-KSB, and other reports filed with the
SEC.
The
accompanying unaudited interim financial statements reflect all adjustments of a
normal and recurring nature which are, in the opinion of management, necessary
to present fairly the financial position, results of operations and cash flows
of the Company for the interim periods presented. The results of
operations for these periods are not necessarily comparable to, or indicative
of, results of any other interim period or for the fiscal year taken as a
whole. Certain information that is not required for interim financial
reporting purposes has been omitted.
Note
B -
|
Summary
of Significant Accounting Policies
|
Method
of Accounting and Recently Issued Accounting Policies
The
Company maintains its books and prepares its financial statements on the accrual
basis of accounting.
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position, or cash flow.
Note
C -
|
Equity
Securities
|
Holders
of shares of common stock shall be entitled to cast one vote for each common
share held at all stockholder’s meetings for all purposes, including the
election of directors. The common stock does not have cumulative
voting rights.
Note
D -
|
Going
Concern
|
The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has reported
recurring losses from operations. As a result, there is an
accumulated deficit of $13,485 at March 31, 2010.
The
Company’s continued existence is dependent upon its ability to raise capital or
acquire a marketable company. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
Note
E – Subsequent Events
On April
20, 2010 the company entered into an agreement with the China Electronic Chamber
of Commerce , Beijing, China 3D Animation Creation Committee (“CECC”) whereby
the company and CECC agreed to cooperate together to establish advanced training
programs for 3D animation , games, film and television production in
Beijing.
F-6
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2010
Item
2.
|
Management’s
Discussion and Analysis or Plan of
Operation
|
Plan of
Operation
The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.
It is
anticipated that any securities issued in any such business combination would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance. However, if the Company cannot effect a non-cash acquisition, the
Company may have to raise funds from a private offering of its securities under
Rule 506 of Regulation D. There is no assurance the Company would obtain any
such equity funding.
The
Company will participate in a business combination only after the negotiation
and execution of appropriate agreements. Negotiations with a target company will
likely focus on the percentage of the Company which the target company
shareholders would acquire in exchange for their shareholdings.
Although
the terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such
time.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been generated
by the Company from November 8, 2007(inception) to March 31, 2010. It
is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance.
Expenses
incurred since inception are primarily due to legal, accounting, and other
professional service fees.
2
HOLLYWOOD ENTERTAINMENT EDU HOLDING,
INC.
(A
Development Stage Company)
Notes
to Financial Statements
March
31, 2010
Liquidity
and Capital Resources
At March
31, 2010, the Company had no capital resources and will rely upon the issuance
of common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.
Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.
The
Company and/or shareholders will supervise the search for target companies as
potential candidates for a business combination. The Company and/or shareholders
may pay as their own expenses any costs incurred in supervising the search for a
target company. The Company and/or shareholders may enter into agreements with
other consultants to assist in locating a target company and may share stock
received by it or cash resulting from the sale of its securities with such other
consultants.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Item
3.
|
Quantitative
and qualitative Disclosures About Market
Risk
|
Not
applicable.
Item
4.
|
Controls
and Procedures
|
Evaluation
of Controls and Procedures.
In
accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required
to perform an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures as of the end of the
period.
3
HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
March
31,2010
Evaluation
of Disclosure Controls and Procedures
Based on
their evaluation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2010,
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.
We will
also seek to expand our current board of directors to include additional
individuals willing to perform directorial functions.
Changes
in Internal Controls.
On
January 18, 2010, our Board of Directors adopted an Audit Committee Charter,
Code of Ethics and Insider Trading Policy. No change in our internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) occurred during the fiscal quarter ended March 31, 2010
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.
4
PART
II – OTHER INFORMATION
Item
1.
|
Legal
Proceedings.
|
None
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds.
|
None
Item
3.
|
Defaults
Upon Senior Securities.
|
None
Item
4.
|
Submission
of Matters to a Vote of Security
Holders.
|
None
Item
5.
|
Other
Information.
|
The company changed its principal
executive office on May 1 ,2010 to 17755 Rowland Street, City of
Industry, CA 91748
Item
6.
|
Exhibits.
|
31.1
|
Certification
by Chief Executive Officer pursuant to Sarbanes-Oxley Section
302*
|
31.2
|
Certification
by Chief Financial Officer pursuant to Sarbanes-Oxley Section
302*
|
32.1
|
Certification
by Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of Sarbanes Oxley Act of 2002*
|
* Filed
Herewith
(1) Filed
as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed
with the Securities and Exchange Commission on November 8, 2007, and
incorporated herein by reference.
5
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, there unto duly
authorized.
Dated:
May 15, 2010
HOLLYWOOD
ENTERTAINMENT
EDU
HOLDING, INC.
|
|||
(Registrant)
|
|||
/s/
Hollis Liu
|
|||
Hollis
Liu, President
|
6