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EXCEL - IDEA: XBRL DOCUMENT - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.Financial_Report.xls
EX-31.2 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.ex31-2.htm
EX-31.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.ex31-1.htm
EX-32.1 - HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.ex32-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

 

(Mark One)

 

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

 

For the quarterly period ended: September 30, 2014

 

[  ] 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   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

1875 Century Park East, Suite 700

Century City, CA 90067

(Address of Principal Executive Offices)

 

323-998-7187

(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 [X]

 

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 [X]

 

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 [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of November 14, 2014 is as follows:

 

Class of Securities   Shares Outstanding
Common Stock, $0.00001 par value   62,030,000

  

 

 

 
 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

 

FINANCIAL REPORTS

AT

SEPTEMBER 30, 2014

 

TABLE OF CONTENTS

 

Balance Sheets at September 30, 2014 (Unaudited) and December 31, 2013   F-1
   
Statement of Operations for the Nine Months Ended September 30, 2014 and 2013 and for the Period from Date of Inception (November 8, 2007) through September 30, 2014 (Unaudited)   F-2
   
Statement of Changes in Stockholders’ Equity for the Period from Date of Inception (November 8, 2007) through September 30, 2014 (Unaudited)   F-3
   
Statement of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 and for the Period from Date of Inception (November 8, 2007) through September 30, 2014 (Unaudited)   F-4
   
Notes to Financial Statements   F-5 - F-6

 

2
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

BALANCE SHEETS

As of September 30, 2014 and December 31, 2013

(Unaudited)

 

   September 30, 2014   December 31, 2013 
ASSETS:          
           
Current assets:          
Cash  $61,680   $72,341 
           
Total current assets   61,680    72,341 
TOTAL ASSETS  $61,680   $72,341 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY:          
           
Current Liabilities:          
Accounts payable and accrued expenses  $2,477   $4,880 
Advances from officer, interest free   1,984    1,984 
Total current liabilities   4,461    6,864 
TOTAL LIABILITIES   4,461    6,864 
           
Stockholders’ Equity:          
Common stock, $ .00001 par value, authorized 100,000,000 shares 62,030,000 issued and outstanding at September 30, 2014 and at December 31, 2013, respectively   620    620 
Additional paid in capital   122,900    122,900 
Deficit accumulated   (66,301)   (58,043)
Total stockholders’ equity   57,219    65,477 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $61,680   $72,341 

 

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

 

F-1
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

STATEMENT 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 
   2014   2013   2014   2013   September 30, 2014 
Revenues  $   $   $   $   $20,000 
                          
Expenses                         
General and administrative   8,258    13,128    2,663    2,205    86,301 
                          
Total expenses  $8,258   $13,128   $2,663   $2,205   $86,301 
                          
Net loss  $(8,258)  $(13,128)  $(2,663)  $(2,205)  $(66,301)
                          
Loss per share - basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                          
Weighted average common shares outstanding   62,030,000    62,030,000    62,030,000    62,030,000    34,620,322 

 

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

 

F-2
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

Statement of Changes in Stockholders’ Equity

For the Period November 8, 2007 (Inception) through September 30, 2014

(Unaudited)

 

   Number of
Common Shares
   Amount   Paid in
Capital
   Accumulated
(Deficit)
   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)
                          
Issuance of Stock: Nov. 19, 2012   10,000,000    100    99,900    -    100,000 
   Dec. 3, 2012   20,000    -*   10,000    -    10,000 
   Dec. 26, 2012   10,000    -*   10,000    -    10,000 
Net Loss   -    -    -    (12,024)   (12,024)
Balance - December 31, 2012   62,030,000   $620   $122,900   $(41,288)  $82,232 
Net Loss   -    -    -    (16,755)   (16,755)
Balance - December 31, 2013   62,030,000   $620   $122,900   $(58,043)  $65,477 
Net Loss for period ending September 30, 2014   -    -    -    (8,258)   (8,258)
Balance - September 30, 2014   62,030,000   $620   $122,900   $(66,301)  $57,219 
                          
(* less than $1.00)                         

 

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

 

F-3
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

  

       Period from Inception 
   For the Nine Months Ended   (November 8, 2007) 
   September 30,   Through 
   2014   2013   September 30, 2014 
Cash Flows From (To) Operating Activities:               
                
Net Loss  $(8,258)  $(13,128)  $(66,301)
                
Non Cash Adjustments:               
Common Stock Issued in Lieu of Expenses Paid   -    -    20 
Change in Accounts Payable and Accrued Expenses   (2,403)   2,609    2,477 
Net Cash Flows From (To) Operating Activities   (10,661)   (10,519)   (63,804)
                
Net Cash Flows From Financing Activities               
Advances from Officer (net of repayments)   -    (30,050)   1,984 
Issuance of Stock for Cash   -    -    123,500 
Net Cash Flows From Financing Activities   -    (30,050)   125,484 
                
Net Change in Cash and Cash Equivalents   (10,661)   (40,569)   61,680 
                
Cash and Cash Equivalents – Beginning of Period   72,341    120,814    - 
                
Cash and Cash Equivalents – End of Period  $61,680   $80,245   $61,680 

 

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, 2014

 

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 or companies. Accordingly, the Company is looking to acquire an existing company or companies primarily based in China, or acquire the technology or enter into cooperation and/or merger agreements with learning and educational institutions with entertainment media related training programs and/or compatible joint ventures and business opportunities, while further developing our core business relating to the field of entertainment, particularly with music, motion picture and TV production, and animation.

 

In addition, since inception we have been engaged in organizational efforts, obtaining financing through the issuance of our stock and establishing the groundwork both in China and in the US to organize training programs for Chinese students and participants who wish to pursue higher levels of practical education in the entertainment industry with leading US film schools and colleges.

 

Recent developments:

 

On June 6 and 11, 2014 the Company entered into a long term Strategic Co-operation Framework agreements with the CCTV Micro Film Channel Division of the China Central Newsreels and Film Studio Group (“CCTV”) to promote and organize high level education and training in the United States for CCTV’s senior management in conjunction with the further development and integration of international talent to participate in the globalization of China’s rapidly expanding Micro Film (short film) industry. (Micro or Short films are features and documentaries with running times of less than 30 minutes and generally more than 10 minutes). Part of this agreement entitles the Company to bring to China, U.S. faculty, lecturers and talent as part of the implementation of training programs in China. The Company was also invited to be a co=sponsor and co-hosts with CCTV of the second International Micro Film Festival and Global Micro Film Summit (the “Summit”) to be held in Hangzhou, China between October 25 - 29, 2014. In this regard, the Company will bring a selection of American produced short films for exhibition and discussion at the Summit as part of a cultural exchange. Senior Company representatives did indeed attend the Handzhou Summit and were enthusiastically received. The event was very successful and well attended.

 

On June 10, 2014 the Company entered into a Letter of Intent for the merger of Beijing Hanya Investment Consultant Co. (“Beijing Hanya Group”) into the Company. Beijing Hanya is a regional full service investment and financing group which includes under its umbrella of companies Youbang Xincheng International Credit Guarantee Co.; Youbang Xincheng Financial Consultants Ltd; Harbour Property Management Limited and the Blue Sword Trademark Agencies. A due diligence process is now to commence whereby the Company will evaluate the audited financial statements of the Beijing Hanya Group to be able to work towards a more definitive merger agreement.

 

On August 3, 2014 the Company entered into a Letter of Intent with the China Tactician University Company Limited (“Tactician Group”) which is a Hong Kong corporation owning a variety of Chinese companies involved in a wide range of education and training, including vocational training to middle management. The Letter of Intent outlines the plan for the Company to acquire a 51% controlling interest of the Tactician Group.A due diligence process is now to commence whereby the Company will evaluate the audited financial statements of the Tactician Group to be able to work towards a more definitive merger agreement.

 

On September 3, 2014 the Company entered into a Stock Purchase Agreement with Gold Street Holding (China) C0., Limited (“Gold Street Group”) whereby the Company intends to acquire 100% of Gold Street Group with the 3,000,000 of the Company’s common shares valued at $2.50 per share (total purchase consideration being $7.5 million). Gold Street Group is a Hong Kong corporation owning 100% of Youbang Prudential Financial Advising (Beijing) Company Limited – which in turn owns 100% of Lande Asia pacific (Beijing) consulting Co., Ltd; 70% of Lande Asia Pacific Business (Beijing) Co., Ltd; 70% of Shanghai Bofeing Business Consulting Co., Ltd and 70% of Beijing Hanya Investment Advisory Co. The companies in the Gold Street Group are primarily involved in offering training programs and providing subcontract labor to leading industries in China, including the automotive industry. The Company and Gold Street intend to work together in the exchange of information and the providing of audited financial information by the Gold Street Group to the Company to enable the Company to close the acquisition by December 10, 2014.

 

F-5
 

 

Financial Statements:

 

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. While the Company has reported recurring losses from operations with the result that there is an accumulated deficit of $66,301 at September 30, 2014, the Company had cash of $61,680 at September 30, 2014 which the Company believes will be sufficient for it to continue operations as a going concern.

 

F-6
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

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

 

Plan of Operation

 

Our primary plan is to locate a suitable acquisition or merger candidate and consummate a business combination. We also intend to act as a placement service by placing Chinese students with educational institutions in the greater Los Angeles area. In addition, we are planning to acquire, organize and/or operate training centers for Chinese students both in China and in the US. In fourth quarter 2011 we began to realize our objective of placing Chinese students with US schools and we received revenue from 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, which we expect will commence to operate commencing 2015.

 

The Company has not restricted its search for any specific kind of businesses, and it may acquire or merge 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 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 nine months ending September 30, 2014 or 2013. The Company also plans to organize, primarily through acquisitions and mergers, educational and training centers for Chinese students both in China and in the US, which it expects will commence to operate commencing 2015. Expenses incurred since inception are primarily due to legal, accounting, administrative and other professional service fees.

 

Liquidity and Capital Resources

 

At September 30, 2014, the Company had cash of $61,680 arising primarily from the issuance of 10,030,000 common shares for cash during fourth quarter 2012.

 

Management anticipates seeking out target companies for acquisition and/or merger 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 and/or merger. The Company and/or shareholders may pay as their own expenses any costs incurred in supervising the search for a target company or companies. 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.

 

3
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

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.

 

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, 2014, 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 three and nine months ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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. Mine Safety Disclosures.

 

None

 

Item 5. Other Information.

 

None.

 

4
 

 

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

(A Development Stage Company)

 

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

 

Exhibit No. Description
     
31*   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32*   Certification pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
     
101.INS**   XBRL Instance Document
     
101.SCH**   XBRL Taxonomy Extension Schema
     
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF**   XBRL Taxonomy Extension Definition Linkbase
     
101.LAB**   XBRL Taxonomy Extension Label Linkbase
     
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase

 

*Filed herewith.

 

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

 

5
 

 

SIGNATURE

 

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 14, 2014

 

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

 

6