UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

(Mark One)

 

R

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31,2012

 

£

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, 6^th Floor Suite 73

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 May 15, 2012 is as follows:

Class of Securities				Shares Outstanding
	Common Stock, $0.00001 par value				52,000,000

 

  

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

 

FINANCIAL REPORTS

AT

MARCH 31,2012

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

 

TABLE OF CONTENTS

 

Balance Sheets at March 31, 2012 (Unaudited) and December 31, 2011			F-1
Statements of Operations for the Three Months Ended March 31, 2012 and 2011 and for the Period from Date of Inception (November 8, 2007) through March 31, 2012 (Unaudited)			F-2
Statement of Changes in Stockholders’ Deficit for the Period from Date of Inception (November 8, 2007) through March 31, 2012 (Unaudited)			F-3
Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 and for the Period from Date of Inception (November 8, 2007) through March 31, 2012 (Unaudited)			F-4
Notes to Financial Statements			F-5 - F-6

 

  

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

BALANCE SHEETS

 

As of March 31, 2012 (Unaudited) and December 31, 2011

 

		March 31,				December 31,
		2012				2011
		(Unaudited)
ASSETS:
Current Assets:
Cash		$	749			$	-
Due from Related Party			-				20,000
Total Current Assets			749				20,000
TOTAL ASSETS		$	749			$	20,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Current Liabilities:
Accounts payable and accrued expenses		$	8,873			$	7,619
Advances from Officer, interest free			19,920				38,125
Total Current Liabilities			28,793				45,744
TOTAL LIABILITIES			28,793				45,744
Stockholders’ Deficit:
Common stock, $ .00001 par value, authorized 100,000,000 shares  52,000,000 issued and outstanding at Mar.31, 2012 and at Dec. 31,2011			520				520
Additional paid in capital			3,000				3,000
Deficit accumulated			(31,564	)			(29,264	)
Total Stockholders’ Deficit			(28,044	)			(25,744	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	749			$	20,000

  

The accompanying notes are an integral part of these financial statements.

 

 

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)  Through
		March 31								March 31,
		2012				2011				2012
Revenues		$	—			$	—			$	20,000
Expenses
General and Administrative			2,300				975				51,564
Total Expenses		$	2,300			$	975			$	51,564
Net Loss		$	(2,300	)		$	(975	)		$	(31,564	)
Loss per Share - Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted Average Common Shares Outstanding			52,000,000				52,000,000				11,391,384

 

The accompanying notes are an integral part of these financial statements.

 

 

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, 2012

(Unaudited)

 

		Common Stock
		Number of Shares				Amount				Additional Paid in Capital				Accumulated (Deficit)				Total Stockholders’ Deficit
Inception  - November 8, 2007			-			$	-			$	-			$	-			$	-
Issuance of  Stock to Officer			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 officer			50,000,000				500				-				-				500
Balance- December 31, 2009			52,000,000				520				3,000				(12,285	)			(8,765	)
Net Loss			-				-				-				(27,041	)			(27,041	)
Balance- December 31 ,2010			52,000,000				520				3,000				(39,326	)			(35,806	)
Net Income			-				-				-				10,062				10,062
Balance-December 31, 2011			52,000,000			$	520			$	3,000			$	(29,264	)		$	(25,744	)
Net Loss			-				-				-				(2,300	)			(2,300	)
Balance-March 31, 2012			52,000,000			$	520			$	3,000			$	(31,564	)		$	(28,044	)

  

The accompanying notes are an integral part of these financial statements.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)

 

		For the Three Months Ended								Period from Inception
		March 31,								( November 8,2007) Through
		2012				2011				March 31, 2012
Cash Flows from Operating Activities:
Net Loss		$	(2,300	)		$	(975	)		$	(31,564	)
Non Cash Adjustments:
Common Stock Issued in Lieu of Expenses Paid			-				-				20
Change in Due from Related Party			20,000				-				-
Change in Accounts Payable and Accrued Expenses			1,254				975				8,873
Net Cash Flows from Operating Activities			18,954				-				(22,671	)
Net Cash Flows From Investing Activities:			-				-				-
Cash Flows from (to) Financing Activities:
Advances from Officer			(18,205	)			-				19,920
Issuance of Stock to Officer			-				-				500
Additional Paid-in Capital			-				-				3,000
Net Cash from Financing Activities			(18,205	)			-				23,420
Net Change in Cash and Cash Equivalents			-				-				-
Cash and Cash Equivalents-Beginning of Period			-				-				-
Cash and Cash Equivalents-End of Period		$	749			$	-			$	749
Cash Paid During the Period for:
Interest		$	-			$	-			$	-
Income Taxes		$	-			$	-			$	-

 

The accompanying notes are an integral part of these financial statements.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2012

 

 

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 intent is to pursue a business combination or a joint venture 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.

In fourth quarter 2011 we received a fee from a related party for the placement of Chinese students with an educational institution in Los Angeles and reflected this as revenue. We intend to explore similar opportunities and may receive future revenue from this type of activity. In addition, we are planning to organize training centers for Chinese students both in China and in the US, focusing on 3D animation and video game instruction which we expect will commence to operate by mid-2012.

 

On March 5, 2012, the Company entered into a long term cooperation agreement with TOEIC English, Beijing, China which is a professional English Education Institution having trained more than 6,000 Chinese students in high quality English. It has two large training centers, in the prime locations in Beijing, which will now become Training Centers of the Company to teach such topics as Film and Animation, Pop Music, Acting and other cultural arts, in addition to continuing English training. The Company plans to also invite selected TOEIC students to continue their education in the US, in addition to working with TOEIC to expand training centers and educational branches to the other areas of China outside Beijing.

 

On March 5, 2012 the Company concluded a letter of intent with the International Academy of Film and Television (“IAFT”) by which each agreed to collaborate together to organize and operate on going three week Certification and Training Courses in 3D Animation and Video Game Production, for up to 25 participants at one time, at the new IAFT educational facility in Burbank, California. This will be primarily for applicants from the entertainment industry in China who wish to gain hands on post graduate training and professional work enhancement with industry experts in the US. The company and IAFT will share the net proceeds from these training courses after deducting operating costs, with the expectation that this ongoing program will commence no later than June, 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.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

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 $31,564 at March 31, 2012.

 

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.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company) 

 

Item 2. Management’s Discussion and Analysis or Plan of Operation

 

Plan of Operation

 

While our original plan was solely to locate a suitable acquisition or merger candidate and consummate a business combination, we also intend to act as a placement service in placing Chinese students with educational institutions in Los Angeles. In addition, we are planning to organize and operate training centers for Chinese students both in China and in the US, focusing on 3D animation and video game instruction. We may need additional cash advances from our stockholders or loans from other parties to pay for operating expenses until we consummate a merger or business combination with a privately-held operating company, or until we generate sufficient revenues from our placement services or from our training centers. Although it is currently anticipated that we can satisfy our cash requirements with additional cash advances or loans from our officers, if needed, for at least the next twelve months, we can provide no assurance that we can continue to satisfy our cash requirements for such period.

 

Since our formation on November 8, 2007 through third quarter 2011, our main purpose has been to effect a business combination with an operating business which we believe has significant growth potential. While we currently have no definitive agreements or understanding with any prospective business combination candidates and have not targeted any business for investigation and evaluation nor are there any assurances that we will find a suitable business with which to combine, we commenced nominal operations described above during fourth quarter 2011.

 

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.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

Results of Operations

 

The Company has conducted limited operations since inception. In fourth quarter 2011 we received a nominal fee of $ 20,000 from a related party for the placement of Chinese students with an educational institution in Los Angeles and reflected this as revenue. The Company intends to explore similar opportunities and may receive future revenue from this type of activity. No such revenue was received however in either the three months ending March 31, 2012 or 2011. The Company also plans to organize training centers for Chinese students both in China and in the US, focusing on 3D animation and video game instruction which it expects will commence to operate by mid-2012.

 

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

 

Liquidity and Capital Resources

 

At March 31, 2012, the Company had limited capital resources and will rely upon additional advances from its Officer and/or 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.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Enterprise)

 

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, 2012, 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 March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Change in Officers

 

Hollis Liu resigned as Chief Executive Officer effective January 23, 2012.

 

However, Ms. Liu retains her title as President of the Company and remains as a member of the Board of Directors and Chair of the Audit Committee.

 

David Lau was appointed Chief Executive Officer and member of the Board of Directors of the Company effective January 23, 2012.

 

Mr. Lau is a senior strategist and coordinator in the film and entertainment industry in both Hollywood and China. Mr. Lau currently serves as an independent Director and Chinese General Advisor to the Sanborn Film and Television Institute - University of South Florida; as Vice Chairmen of SAAF Artists Foundation; as a Member on the Board of Directors of the AIAA Animation Association; as a Senior Advisor to the Animation Professional Committee of the China Electronic Chamber of Commerce and as the Overseas Director of the WRSA Entrepreneur Alliance. With decades of experience, he has assisted in the production of such motion pictures as “The Terminal” with OSCAR academy award winner Steven Spielberg and starring OSCAR academy awards winners Tom Hanks and Catherine Zeta-Jones; and “Collateral” starring world movie star Tom Cruise and OSCAR academy awards winner Jamie Foxx. Mr. Lau has also worked on many Chinese film and television projects.

Mr. Lau’s work experience extends to the successful management of many institutional and enterprise organizations , including directing and participating in International EXPOs in Los Angeles, Concerts in Las Vegas, International Arts Exhibitions and International Film Festivals, as well as attending many International Film and Animation events and China-US Cultural and Economy Exchange events as an overseas expert.

 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Enterprise)

 

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.

Not applicable

 

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

 

 

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, 2012

	HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
	(Registrant)
	/s/ David Lau
	David Lau
	Chief Executive Officer