UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT 

For the transition period from _________ to _________

Commission File Number: 000-53678

ENTERTAINMENT ART, INC.

(Name of Small Business Issuer in its charter)

778-321-8239

 (Registrant’s telephone number, including area code)

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

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer o      Accelerated filer o     Non-accelerated filer o     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 o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 16, 2012 the registrant had 59,730,000 shares of common stock outstanding.

ENTERTAINMENT ART, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ENTERTAINMENT ART, INC.

(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

September 30, 2012

Unaudited

ENTERTAINMENT ART, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

Unaudited

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

ENTERTAINMENT ART, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOW

Unaudited

The accompanying notes are an integral part of these financial statements

ENTERTAINMENT ART, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Entertainment Art, Inc. (“the Company”) was incorporated on June 15, 2007 under the laws of the State of Nevada.

The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in Accounting Standards Codification (“ASC”) 915.  The Company intended to focus on designing, providing and selling a line of fashionable zip bags.  The Company has since abandoned its business plan and is now seeking an operation with which to merge or acquire.  Accordingly, the Company is now considered a blank check company.  There is no assurance, however, that the Company will achieve its objectives or goals.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein.  These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

The Company is a development stage company and has not commenced planned principal operations.  The Company had virtually no revenues and incurred a net loss of $13,531 for the six months ended September 30, 2012, and a net loss of $164,578 for the period June 15, 2007 (inception) to September 30, 2012.  In addition, the Company had working capital and stockholders deficiencies of $98,478 at September 30, 2012.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds will be generated during the next year or thereafter from operations or that funds will be available from external sources such as debt or equity financings or other potential sources.  The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business.  Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof.  There can be no assurances that the Company will be able to raise the additional funds it requires.

The accompanying condensed financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

ENTERTAINMENT ART, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION (continued)

Going Concern Consideration

The Company is a development stage company and has not commenced planned principal operations.  The Company had virtually no revenues and incurred a net loss of $5,405 for the three months ended September 30, 2012, a net loss of $13,531for the six months ended September 30, 2012, and a net loss of $164,578 for the period June 15, 2007 (inception) to September 30, 2012.  In addition, the Company had working capital and stockholders deficiencies of $98,478 at September 30, 2012.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds will be generated during the next three months or thereafter from operations or that funds will be available from external sources such as debt or equity financings or other potential sources.  The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business.  Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.

NOTE 2 – RELATED PARTY TRANSACTIONS

During the period June 15, 2007 (inception) to March 31, 2008, the Company paid approximately $35,000 to an entity owned by two of its former officers’ and directors.  Included in such payments were consulting fees and rent in the amount of $9,000 and $10,000, respectively.  The Company rented space from this entity on a month to month basis.

During the period June 15, 2007 (inception) to March 31, 2008, the Company paid a law firm owned by a former officer and director approximately $1,000 for start-up organization expenses.

During the year ended March 31, 2009, the Company was charged approximately $3,600 by an entity owned by two of its former officers’ and directors.  Included in such payments was rent in the amount of $3,000.  The Company previously rented space from this entity on a month to month basis.

During the year ended March 31, 2011, the Company paid $5,300 in legal fees to a law firm owned by a former officer and director of the Company.

During the year ended March 31, 2010, the Company satisfied its accounts payable – related party obligation of $28,593 by the payment of $22,500.  The balance of $6,093 was recorded as extinguishment of debt income for the year ended March 31, 2010.

During the year ended March 31, 2010, the Company, in connection with the termination of its originally planned business, purchased goods for $1,500 from an entity owned by two of its former officers and directors.  These goods were sold at cost, in order to dispose of them.

At March 31, 2011, the Company owed $2,063 in legal fees to a law firm owned by a former officer and director of the Company, which is included in accrued liabilities.

ENTERTAINMENT ART, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

NOTE 2 – RELATED PARTY TRANSACTIONS (continued)

At March 31, 2011 and September 30, 2011, loans payable to former related parties in the amount of $27,500 and $44,000 respectively bear interest at 5% per annum and are payable on demand.

At September 30, 2011, the Company owed $963 in legal fees to a law firm owned by a former officer and director of the Company, which is included in accrued liabilities.

At September 30, 2011, the Company owed $3,649 in interest on loans payable to former related parties in the amount of $44,000.  This accrued interest is included in accrued liabilities.

During the year ended March 31, 2012, the Company extinguished debt in the amount of $32,249 which consisted of board fees due to Mr. Koegel and legal fees and interest to David Lubin & Associates, PLLC, a law firm founded by David Lubin who was a former director of the Company.

As of June 30, 2012, the Company owed $6,500 to Jeff Lamson, our principal executive officer and a director.  Said principal sums accrue interest at the rate of 5% and are due and payable on demand.

NOTE 3 – NOTES PAYABLE

On August 7, 2009, the Company issued a promissory note for $16,000.  The promissory note is payable on demand and bears interest at 9% per annum.

On October 31, 2009, the Company issued a promissory note for $9,000 to the same party.  This promissory note is payable on demand and bears interest at 9% per annum.

On April 5, 2010, the Company borrowed $3,000 from the holder of its notes payable.  On April 19, 2010, the Company issued a promissory note for $5,500 which memorialized a $2,500 advance during the quarter ended March 31, 2010 and the $3,000 advanced on April 5, 2010.  The promissory note is payable on demand and bears interest at 9% per annum.

On July 30, 2010, the Company issued a promissory note for $10,000 to the same party.  This promissory note is payable on demand and bears interest at 9% per annum.

On August 3, 2011, the Company issued a promissory note for $5,000 to another outside party.  This promissory note is payable on demand and bears interest at 5% per annum.

On March 30, 2012, the Company issued a promissory note for $5,000 to the same party.  This promissory note is payable on demand and bears interest at 5% per annum.

On April 9, 2012, the Company issued a promissory note for $1,000 to the same party.  This promissory note is payable on demand and bears interest at 5% per annum.

On May 4, 2012, the Company issued a promissory note for $5,000 to the same party.  This promissory note is payable on demand and bears interest at 5% per annum.

On August 3, 2012, the Company issued a promissory note for $1,500 to the same party.   This promissory note is payable on demand and bears interest at 5% per annum.

On September 10, 2012, the Company issued a promissory note for $1,000 to the same party.   This promissory note is payable on demand and bears interest at 5% per annum.

ENTERTAINMENT ART, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

Unaudited

NOTE 4 – PREFERRED STOCK

The Company’s Board of Directors may, without further action by the Company’s stockholders, from time to time, direct the issuance of any authorized but unissued or unreserved shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitations of each series.  The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.

NOTE 5 – COMMON STOCK

In June 2007 the Company issued 39,600,000 shares of common stock to its Founders for $5,100.

In October 2007 the Company sold 20,130,000 shares of common stock to private investors at $.003 per share for gross proceeds of $61,000.

On September 30, 2009 the Board of Directors authorized a 33 for 1 forward split of the Company’s common stock to stockholders of record on July 8, 2009 and with a payment date of July 21, 2009.  All share and per share data have been retroactively restated to reflect this recapitalization.

NOTE 6 - SUBSEQUENT EVENTS

On October 19, 2012, a change of control of the Company occurred when Medford Financial Ltd. sold all of its 39,600,000 common shares in a private share purchase transaction to Le Mond Capital.  Le Mond now has voting control over 66.3% of the Company’s issued and outstanding common stock.

On October 22, 2012, the Company paid off in full a note payable in the principal amount of $74,400.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Form 10-Q, references to “Entertainment Art,” Company,” “we,” “our” or “us” refer to Entertainment Art, Inc. unless the context otherwise indicates.

Safe Harbor Statement

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”).  This Report contains forward-looking statements which relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

We are a blank check company.  The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.”  Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations.  Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.  Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination.  We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

The Company’s current business plan is to attempt to identify and negotiate with a business target for the merger of that entity with and into the Company.  In certain instances, a target company may wish to become a subsidiary of ours or may wish to contribute or sell assets to the Company rather than to merge.  No assurances can be given that we will be successful in identifying or negotiating with any target company, or, if we do enter into such a business combination, no assurances can be given as to the terms of a business combination, or as to the nature of the target company.  We seek to provide a method for a foreign or domestic private company to become a reporting or public company whose securities are qualified for trading in the United States secondary markets.

The address of our principal executive office is c/o Ms. Sarah Deutsch, Entertainment Art, Inc. 5348 Vegas Drive, 239, Las Vegas, Nevada  89108.  Our telephone number is 778-321-8239.  We do not have a functioning website at this time.

Liquidity and Capital Resources

The Company has limited cash.  

The focus of Entertainment Art’s efforts is to acquire or develop an operating business.  Despite no active operations at this time, management intends to continue in business and has no intention to liquidate the Company.  Entertainment Art has considered various business alternatives including the possible acquisition of an existing business, but to date has found possible opportunities unsuitable or excessively priced.  Entertainment Art does not contemplate limiting the scope of its search to any particular industry. Management has considered the risk of possible opportunities as well as their potential rewards.  Management has invested time evaluating several proposals for possible acquisition or combination; however, none of these opportunities were pursued. Entertainment Art presently owns no real property and at this time has no intention of acquiring any such property.  Entertainment Art’s expected expenses are comprised of professional fees, primarily incident to its reporting requirements.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  Entertainment Art’s recurring losses from operations, stockholders’ deficiency and working capital deficiency, and lack of revenue generating operations, raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes Entertainment Art will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever.  Management plans to seek additional debt and/or equity financing for Entertainment Art, but cannot assure that such financing will be available on acceptable terms.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.  There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the Company’s operating results.

Plan of Operation

During the next 12 months, the Company intends to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation.  At this time, the Company has no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation.  No member of management has had any material discussions with any other company with respect to any acquisition of that company.

The Company will not restrict its search to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature.  The discussion of the proposed plan of operation under this caption and throughout this Quarterly Report is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities.

The Company will have to obtain funds in one or more private placements to finance the operation of any acquired business.  Persons purchasing securities in these placements and other shareholders will likely not have the opportunity to participate in the decision relating to any acquisition.  The Company’s proposed business is sometimes referred to as a “blind pool” because any investors will entrust their investment monies to the Company’s management before they have a chance to analyze any ultimate use to which their money may be put.  Consequently, the Company’s potential success is heavily dependent on the Company’s management, which will have virtually unlimited discretion in searching for and entering into a business opportunity.  None of the officers and directors of the Company has had any experience in the proposed business of the Company.  There can be no assurance that the Company will be able to raise any funds in private placements.  In any private placement, management may purchase shares on the same terms as offered in the private placement.

The Company will not restrict its search for any specific kind of business, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life.  It is currently impossible to predict the status of any business in which the Company may become engaged, in that such business may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

Results of Operations For the three months ended September 30, 2012 compared to the three months ended September 30, 2011

The following discussion should be read in conjunction with the condensed financial statements and in conjunction with the Company's Form 10-K filed on June 7, 2012.  Results for interim periods may not be indicative of results for the full year.

No Revenues

The Company did not generate any revenues for the three (3) months or six (6) months ended September 30, 2012 and 2011.  We are not expecting to generate any revenues in the future.

Expenses

During the three months ended September 30, 2012 and 2011, total operating expenses were $5,405 and $5,885, respectively.  General and administrative expenses were $4,155 and $1,922, respectively.  Professional fees were $1,250 and $3,963, respectively and were associated with fulfilling the Company’s SEC reporting requirements (including bookkeeping and accounting services).

During the six months ended September 30, 2012 and 2011, total operating expenses were $12,170 and $14,920, respectively.  General and administration expenses were $6,120 and $3,270, respectively.  Professional fees were $6,050 and $11,650, respectively and were associated with fulfilling the Company’s SEC reporting requirements (including bookkeeping and accounting services).

Net Income/Loss

During the three months ended September 30, 2012 and 2011, the net loss was $5,405 and $7,259, respectively.  During the six months ended September 30, 2012 and 2011, the net loss was $13,531 and $17,668 respectively, and a net loss of $164,578 for the period June 15, 2007 (inception) to September 30, 2012.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission.  Our principal executive officer and principal financial officer has reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls.

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION