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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