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EXCEL - IDEA: XBRL DOCUMENT - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.v240364_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.v240364_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.v240364_ex31-1.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: September 30, 2011

 
¨
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.)

1875 Century Park East, Suite 6073
   Century City, CA 90067
 (Address of Principal Executive Offices)

310-990-2590
(Registrant’s telephone number, including area code)    
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No þ

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 þ
 
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  September 15, 2011 is as follows:
 
Class of Securities
 
Shares Outstanding
 
Common Stock, $0.00001 par value
   
52,000,000
 
 
 
 

 
 
PART I – FINANCIAL INFORMATION
 
Item1. Financial Statements

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
 

 
FINANCIAL REPORTS
AT
SEPTEMBER 30, 2011
 

 
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS
 
Balance Sheets at September 30, 2011 (Unaudited) and December 31, 2010
   
F-1
 
         
StStatements of Operations for the Three and  Nine Months Ended  September 30, 2011 and 2010 and for the Period from Date of Inception (November 8, 2007) through  September 30, 2011 (Unaudited)
   
F-2
 
         
StStatement of Changes in Stockholders’ Deficit for the Period from Date of Inception (November 8, 2007) through September 30, 2011 (Unaudited)
   
F-3
 
         
StStatements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 and for the Period from Date of Inception (November 8, 2007) through September 30, 2011 (Unaudited)
   
F-4
 
         
Notes to Financial Statements
   
F-5 - F-6
 
 
 
 
i

 
 
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
(A Development Stage Company)
BALANCE SHEETS
 
   
Sept. 30,
2011
 (Unaudited)
   
December 31,
2010
 
ASSETS:
               
Current Assets:
 
$
   
$
 
Cash
   
            —
     
           —
 
Total Current Assets
   
           —
     
           —
 
TOTAL ASSETS
 
$
   
$
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
               
Accrued Payable and Accrued Expenses
 
$
975
   
$
1,900
 
Advances from Officer
   
38,900
     
33,906
 
Total Current Liabilities
   
39,875
     
35,806
 
TOTAL LIABILITIES
   
39,875
     
35,806
 
                 
STOCKHOLDERS’ DEFICIT:
               
C Common stock, $0.00001 par value, authorized 100,000,000 shares, 52,000,000 issued and outstanding  at September 30, 2011 and December 31, 2010
   
       520
     
       520
 
                 
Additional paid in capital
   
     3,000
     
      3,000
 
                 
Deficit accumulated during the development stage
   
(43,395
)
   
       (39,326
)
                 
Total Stockholders’ Deficit
   
    (39,875
)    
(35,806
)
                 
TOTAL 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 Nine Months Ended
   
For the Three Months Ended
   
(November 8, 2007)
 
   
September 30,
   
September 30,
   
Through
 
   
2011
   
2010
   
2011
   
2010
   
Sept. 30, 2011
 
                               
R Revenues
 
$
   
$
   
$
   
$
   
$
 
                                         
E Expenses
                                       
G General and Administrative
   
4,069
     
4,973
     
2,000
     
1,273
     
43,395
 
                                         
T Total Expenses
 
$
4,069
   
$
4,973
   
$
2,000
   
$
1,273
   
$
43,395
 
                                         
N Net Loss
 
$
(4,069
)
 
$
(4,973
)
 
$
(2,000
)
 
$
(1,273)
   
$
(43,395
)
                                         
L  Loss per Share - Basic and Diluted
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
                                         
WWeighted Average Common Shares Outstanding - Basic and Diluted
   
52,000,000
     
52,000,000
     
52,000,000
     
52,000,000
     
    11,067,181
 
 
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 September 30, 2011
(Unaudited)

   
Common Stock
   
Additional
   
Accumulated
(Deficit)
During the
   
Total
 
  
 
Number of
Shares
   
Amount
   
Paid in
Capital
   
Development
Stage
   
Stockholders’
Deficit
 
                               
InInception  - November 8, 2007
   
   
$
   
$
   
$
   
$
 
B Balance: December 31, 2007
   
     
     
     
     
 
Is Issuance of  Stock  to Officer
   
2,000,000
     
20
     
     
     
20
 
Net Loss
   
     
     
     
(4,808
)
   
(4,808
)
A Additional Paid In Capital
   
     
     
3,000
     
     
3,000
 
B Balance: December 31, 2008
   
2,000,000
     
20
     
3,000
     
(4,808
)
   
(1,788
)
Net Loss
   
     
     
     
(7,477
)
   
(7,477
)
Is Issuance of Stock to Officers
   
50,000,000
     
500
     
        —
     
     
500
 
B Balance:  December 31, 2009
   
52,000,000
     
520
     
3,000
     
(12,285
)
   
(8,765
)
Net Loss    
   
     
     
     
       (27,041
)
   
        (27,041
)
B Balance: December 31, 2010 
   
  52,000,000
     
520
     
 3,000
     
       (39,326
)
   
        (35,806
)
Net Loss
   
     
     
     
          (4,069
)
   
           (4,069
)
Balance: September 30, 2011
   
52,000,000
   
520
   
3,000
   
        (43,395
)
 
         (39,875
)
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
 
   
For the Nine Months Ended
September 30,
   
Period From
Date of Inception
(November 8, 2007)
Through Sept. 30,
 
   
2011
   
2010
   
2011
 
C Cash Flows from Operating Activities
                 
                   
Net Loss
 
$
(4,069
)
 
$
(4,923
)
 
$
(43,395
)
                         
Non Cash Adjustments:
                       
C Common Stock Issued in Lieu of Expenses paid
   
     
     
20
 
                         
Change in Accrued Expenses
   
(925)
     
 200
     
  975
 
                         
Net Cash Flows from Operating Activities
   
(4,994)
     
(4,723
)
   
(42,400
)
                         
Net Cash Flows from Investing Activities
   
     
     
 
                         
Cash Flows from Financing Activities
                       
Advances from Officer
 
4,994
     
4,723
     
38,900
 
Issuance of Stock to Officers
   
             
500
 
Additional Paid—In Capital
   
     
     
3,000
 
Net Cash from Financing Activities
 
4,994
     
4,723
     
  42,400
 
                         
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
September 30, 2011
 
NOTES TO FINANCIAL STATEMENTS

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.

During the quarter ending September 30, 2011 the Company entered  into a contract with the China Overseas-Educated  Scholar Foundation , whereby both the Foundation and  the company agreed to facilitate the placement by the Company of thousands of Chinese students in the U.S. in the fields of contemporary music, film production, animation, and digital games production with educational institutions in Hollywood and Los Angeles, California and  in Florida .On August 1,2011 the Company entered into  a Memorandum of Understanding with California State University, Los Angeles (“CSULA”), whereby each party agreed to work together to facilitate the placement of Chinese students  in CSULA’s animation certificate program commencing summer 2012.

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 stockholders’ meetings for all purposes, including the election of directors.  The common stock does not have cumulative voting rights
 
 
F-5

 
 
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 $ 43,395 at September 30, 2011.

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.
 
 
F-6

 
 
HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2011

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 and to enter into certain collaboration agreements . No revenue has been generated by the Company from November 8, 2007(inception) to September 30, 2011.  It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company or when the collaboration  agreements previously entered  into create income, of which there can be no assurance.

Expenses incurred since inception are primarily due to legal, accounting, administrative and other professional service fees.
 
 
2

 
 
 HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2011
 
Liquidity and Capital Resources
 
At September 30, 2011, 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
September 30, 2011

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  September 30, 2011, 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  September 30, 2011 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.
 
None.
  
Item 6.
Exhibits.
 
31.1
Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section 302*

31.2
Certification by Chief Financial Officer pursuant to Sarbanes-Oxley Section 302*

32.1
Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002*
 

* Filed Herewith

 
(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: November 15, 2011
 
   
HOLLYWOOD ENTERTAINMENT
EDU HOLDING, INC.
 
   
(Registrant)
 
       
   
/s/ Hollis Liu
 
   
Hollis Liu, President
 
 


 
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