Attached files
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8-K - 8-K - Heyu Leisure Holidays Corp | v400335_8k.htm |
EX-10.1 - EXHIBIT 10.1 - Heyu Leisure Holidays Corp | v400335_ex10-1.htm |
EX-2.1 - EXHIBIT 2.1 - Heyu Leisure Holidays Corp | v400335_ex2-1.htm |
EX-10.3 - EXHIBIT 10.3 - Heyu Leisure Holidays Corp | v400335_ex10-3.htm |
EX-10.2 - EXHIBIT 10.2 - Heyu Leisure Holidays Corp | v400335_ex10-2.htm |
EX-99.4 - EXHIBIT 99.4 - Heyu Leisure Holidays Corp | v400335_ex99-4.htm |
EX-99.3 - EXHIBIT 99.3 - Heyu Leisure Holidays Corp | v400335_ex99-3.htm |
EX-99.2 - EXHIBIT 99.2 - Heyu Leisure Holidays Corp | v400335_ex99-2.htm |
EX-99.5 - EXHIBIT 99.5 - Heyu Leisure Holidays Corp | v400335_ex99-5.htm |
EX-99.6 - EXHIBIT 99.6 - Heyu Leisure Holidays Corp | v400335_ex99-6.htm |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm | 1 |
Balance Sheet as of December 31, 2013 | 2 |
Statement of Operations for the period from July 9, 2013 | |
(Inception) to December 31, 2013 | 3 |
Statement of Changes in Stockholders' Equity for the Period from July 9, 2013 (Inception) to December 31, 2013 | 4 |
Statement of Cash Flows for the period from July 9, 2013 | |
(Inception) to December 31, 2013 | 5 |
Notes to Financial Statements | 6-8 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Heyu Leisure Holidays Corporation
(Formerly known as Cloud Run Acquisition Corporation)
(A development stage company):
We have audited the accompanying balance sheet of Heyu Leisure Holidays Corporation (formerly known as Cloud Run Acquisition Corporation) (the "Company") (a development stage company) as of December 31, 2013, and the related statements of income, comprehensive income, stockholders' equity, and cash flows for the period from July 9, 2013 (Inception) through December 31, 2013. Cloud Run Acquisition Corporation's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cloud Run Acquisition Corporation as of December 31, 2013, and the results of its operations and its cash flows for the period from July 9, 2013 (Inception) through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2, which includes the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Anton & Chia, LLP
Newport Beach, CA
March 31, 2014
HEYU LEISURE HOLIDAYS CORPORATION
(Formerly Cloud Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31, 2013 | ||||
ASSETS | ||||
Current assets | ||||
Cash | $ | 2,000 | ||
Total assets | $ | 2,000 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current liabilities | ||||
Accrued liabilities | $ | 1,150 | ||
Total liabilities | $ | 1,150 | ||
Stockholders' equity | ||||
Common Stock; $0.0001 par value, 100,000,000 shares authorized; 20,000,000 shares issued and outstanding | 2,000 | |||
Additional paid-in capital | 257 | |||
Deficit accumulated during the development stage | (1,407 | ) | ||
Total stockholders' equity | 850 | |||
Total Liabilities and stockholders' equity | $ | 2,000 |
The accompanying notes are an integral part of these financial statements
2 |
HEYU LEISURE HOLIDAYS CORPORATION
(Formerly Cloud Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period from July 9, | ||||
2013 (Inception) to | ||||
December 31, 2013 | ||||
Revenue | $ | - | ||
Cost of revenue | - | |||
Gross profit | - | |||
Operating expenses | 1,407 | |||
Operating loss | (1,407 | ) | ||
Loss before income taxes | (1,407 | ) | ||
Income tax expense | - | |||
Net loss | $ | (1,407 | ) | |
Loss per share - basic and diluted | $ | (0 | ) | |
Weighted average shares-basic and diluted | 20,000,000 |
The accompanying notes are an integral part of these financial statements
3 |
HEYU LEISURE HOLIDAYS CORPORATION
(Formerly Cloud Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Common Stock | Additional | During the | ||||||||||||||||||
Paid-In | Development | Stockholders' | ||||||||||||||||||
Shares | Amount | Capital | Stage | Equity | ||||||||||||||||
Total | ||||||||||||||||||||
Balance, July 9, 2012 (Inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Issuance of common stock | 20,000,000 | 2,000 | - | - | 2,000 | |||||||||||||||
Additional paid-in capital | - | - | 257 | - | 257 | |||||||||||||||
Net loss | - | - | - | (1,407 | ) | (1,407 | ) | |||||||||||||
Balance, December 31, 2013 | 20,000,000 | $ | 2,000 | $ | 257 | $ | (1,407 | ) | $ | 850 |
The accompanying notes are an integral part of these financial statements
4 |
HEYU LEISURE HOLIDAYS CORPORATION
(Formerly Cloud Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from | ||||
July 9, 2013 | ||||
(Inception) to | ||||
December 31, 2013 | ||||
OPERATING ACTIVITIES | ||||
Net loss | $ | (1,407 | ) | |
Changes in Operating Assets and Liabilities Accrued liabilities | 1,150 | |||
Net cash used in operating activities | (257 | ) | ||
INVESTING ACTIVITIES | ||||
Acquisition of Intangible Assets | - | |||
Capital Expenditures | - | |||
Net cash used in investing activities | - | |||
FINANCING ACTIVITIES | ||||
Proceeds from issuance of common stock | 2,000 | |||
Proceeds from stockholders' contribution | 257 | |||
Net cash provided by financing activities | 2,257 | |||
Net increase in cash | 2,000 | |||
Cash, beginning of period | - | |||
Cash, end of period | $ | 2,000 |
The accompanying notes are an integral part of these financial statements
5 |
HEYU LEISURE HOLIDAYS CORPORATION
(Formerly Cloud Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 1 | NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NATURE OF OPERATIONS
Cloud Run Acquisition Corporation ("Cloud Run" or "the Company") was incorporated on July 9, 2013 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with Orange Run. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.
DEVELOPMENT STAGE ENTERPRISE
The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2013.
6 |
HEYU LEISURE HOLIDAYS CORPORATION
(Formerly Cloud Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2013
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2013, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2013, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.
7 |
HEYU LEISURE HOLIDAYS CORPORATION
(Formerly Cloud Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 2 - | GOING CONCERN |
The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended December 31, 2013. The Company had working capital of $850 and an accumulated deficit of $1,407 as of December 31, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.
NOTE 3 - | RECENT ACCOUNTING PRONOUNCEMENTS |
Not Adopted
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
NOTE 4 | STOCKHOLDERS' EQUITY |
On July 9, 2013, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2013, 20,000,000 shares of common stock and no preferred stock were issued and outstanding.
8 |
Subsequent Event
Change in Control:
On January 13, 2014, the following events occurred which resulted in a change of control of the Company:
The Company redeemed an aggregate of 20,000,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $2,000.
James Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Neither Messrs. Cassidy nor McKillop retain any shares of the Company's common stock.
Ban Siong Ang was named as the sole director of the Company and serves as its Chief Executive Officer. On January 14, the Company issued 1,000,000 shares of its common stock at par representing 100% of the then total outstanding 1,000,000 shares of common stock.
9 |