UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For Quarterly Period Ended March 31, 2015

 

or

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition period from ________to ________

 

Commission File Number: 000-1554594

 

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA		46-4333787
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Flat/RM C, 15/F, Full Win Commercial Centre,
573 Nathan Road, Kowloon, Hong Kong, China

(Address of principal executive offices) (Zip Code)

 

(818) 835-2822

Registrant's telephone number, including area code

 

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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 proceeding 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 x No ¨

 

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

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

As of March 31, 2015, the number of shares outstanding of the registrant’s class of common stock was 10,380,000.

 

 

 

TABLE OF CONTENTS

 

			Pages
PART I. FINANCIAL INFORMATION				3
Item 1.	Financial Statements			3
	Condensed Balance Sheets at March 31, 2015 (Unaudited) and December 31, 2014			5
	Condensed Statements of Operations for the three months ended March 31, 2015 (Unaudited)			6
	Condensed Statements of Cash Flows for the three months ended March 31, 2015 (Unaudited)			7
	Notes to Condensed Financial Statements			8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			17
Item 4.	Controls and Procedures			17
PART II OTHER INFORMATION				19
Item 1.	Legal Proceedings			19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			19
Item 3.	Defaults Upon Senior Securities			19
Item 4.	Submission of Matters to a Vote of Security Holders			19
Item 5.	Other Information			19
Item 6.	Exhibits			20
SIGNATURES				21

 

2

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

HAVE GUN WILL TRAVEL ENTERTAINMENT INC.

 

FINANCIAL STATEMENTS

 

Period Ended March 31, 2015

 

3

 

HAVE GUN WILL TRAVEL ENTERTAINMENT INC.

 

TABLE OF CONTENTS

 

FINANCIAL STATEMENTS:

 

Balance Sheets			5
Statements of Operations			6
Statements of Cash Flows			7
Notes to Financial Statements			8

  

4

 

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

Condensed Balance Sheets

 

				March 31,				December 31,
				2015				2014
				(Unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	267			$	219
		Total Current Assets			267				219
Equipment, net					4,377				4,680
		TOTAL ASSETS		$	4,644			$	4,899
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities			$	3,240			$	175
		Total Current Liabilities			3,240				175
STOCKHOLDERS' EQUITY
	Preferred shares: $0.001 par value, 5,000,000 shares authorized: no shares issued and outstanding				-				-
	Common shares: $0.001 par value, 70,000,000 shares authorized: 10,380,000 shares issued and outstanding				10,380				10,380
	Additional paid-in capital				52,750				52,750
	Accumulated deficit				(61,726	)			(58,406	)
		Total Stockholders' Equity			1,404				4,724
		TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY		$	4,644			$	4,899

 

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

 

5

 

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

Condensed Statements of Operations

(Unaudited)

  

				For the Three Months Ended
				March 31,
				2015				2014
REVENUES				$	8,000			$	7,500
OPERATING EXPENSES
	Depreciation				304				-
	General and administrative				11,016				5,733
		Total Operating Expenses			11,320				5,733
INCOME (LOSS) FROM OPERATIONS					(3,320	)			1,767
LOSS BEFORE INCOME TAXES					(3,320	)			1,767
	Provision for income taxes				-				-
NET INCOME (LOSS)				$	(3,320	)		$	1,767
BASIC AND DILUTED INCOME (LOSS) PER SHARE				$	0.00			$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED					10,380,000				8,500,000

 

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

 

6

 

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

 Condensed Statements of Cash Flows

(Unaudited)

 

					For the Three Months Ended
					March 31,
					2015				2014
OPERATING ACTIVITIES
	Net loss				$	(3,320	)		$	1,767
	Adjustments to reconcile net loss to
		Depreciation				304				-
	Changes in operating assets and liabilities:
		Accounts payable				3,064				(4,500	)
			Net Cash Used in Operating Activities			48				(2,733	)
INVESTING ACTIVITIES
	Purchase of fixed assets					-				-
			Net Cash Used in Investing Activities			-				-
FINANCING ACTIVITIES
	Proceeds from sale of common stock					-				-
			Net Cash Provided by Financing Activities			-				-
NET INCREASE (DECREASE) IN CASH						48				(2,733	)
CASH AT BEGINNING OF PERIOD						219				20,000
CASH AT END OF PERIOD					$	267			$	17,267
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest			$	-			$	-
		Income taxes			$	-			$	-

   

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

 

7

 

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

Notes to Condensed Financial Statements

March 31, 2015

(Unaudited)

 

NOTE 1 – CONDENSED FINANCIAL STATEMENTS AND SIGNIFCANT ACCOUNTING POLICIES

 

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2015 and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2014 audited financial statements.  The results of operations for the periods ended March 31, 2015 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 period.  Actual results could differ from those estimates.

 

Basic (Loss) per Common Share

 

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2015 and 2014.

 

Earnings (Loss) per Share

 

Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

Revenue Recognition

 

The Company’s policy is to recognize revenues from the sale of services when the sale is completed and interest earned on an accrual basis when earned. Specifically, revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectability is reasonably assured.

 

Recent Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of March 31, 2015.

 

Management has considered all other recent accounting pronouncements issued since the last audit of the Company’s financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

Reclassification of Financial Statement Accounts

 

Certain amounts in the December 31, 2014 financial statements have been reclassified to conform to the presentation in the March 31, 2015 financial statements.

    

NOTE 3 – GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. Management has developed a strategic plan to develop its management team and business plan. Management anticipates generating sufficient revenue to fund the operations of the Company during the next fiscal year. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.

 

8

 

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

Notes to Condensed Financial Statements

March 31, 2015

(Unaudited)

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

As of March 31, 2015 and December 31, 2014 the Company’s property and equipment consisted of the following:

 

		March 31, 2015				December 31, 2014
Machinery and equipment		$	3,542			$	3,542
Computer equipment			1,574				1,573
Sub Total			5,116				5,115
Accumulated Depreciation			(739	)			(435	)
Net		$	4,377			$	4,680

 

Depreciation expense was $304 for the three-month period ended March 31, 2015.

 

NOTE 5 – CAPITAL STOCK

 

Common shares: $0.001 par value, 70,000,000 shares authorized: 10,380,000 shares issued and outstanding as of March 31, 2015.

 

Preferred shares: $0.001 par value, 5,000,000 shares authorized: no issued and outstanding shares as of March 31, 2015.

 

During the year ended December 31, 2014, the Company issued an aggregate of 1,880,000 shares of common stock to various unrelated parties for cash at $0.02 per share. Aggregate cash proceeds from this issuance totaled $37,600.

 

NOTE 6 – SUBSEQUENT EVENTS

 

Share Exchange Agreement

 

On May 5, 2015, the Company entered into a Share Exchange Agreement (the “Agreement”) with Fortune Delight Holdings Group Ltd. (“FDHG”) and Wu Jun Rui, on behalf of himself and certain other individuals who are to receive shares of HGTW pursuant to the Agreement. Pursuant to the Agreement, on May 5, 2015, Wu Jun Rui, holding all 50,000 shares of FDHG common stock, sold all of the shares of FDHG held by him to the Company; such that the Company acquired all the issued and outstanding shares of FDHG common stock. In exchange for the FDHG securities, the Company issued 59,620,000 shares of the Company’s common stock, and 5,000,000 shares of the Company’s preferred stock, as directed by Wu Jun Rui. Wu Jun Rui has surrendered his certificate representing all of the FDHG shares to the Company. The Shareholders received certificates evidencing their ownership of HGTW. Following the Agreement, FDHG became a wholly-owned subsidiary of the Company.

 

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no other material subsequent events to report.

 

9

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Statements

 

This Form 10-Q may contain "forward-looking statements," as that term is used in federal securities laws, about Have Gun Will Travel Entertainment, Inc.'s financial condition, results of operations and business. These statements include, among others:

 

·	statements concerning the potential benefits that Have Gun Will Travel Entertainment, Inc. (“HGWT”, “we”. “our”, “us”, the “Company”, “management”) may experience from its business activities and certain transactions it contemplates or has completed; and
·	statements of HGWT's expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "opines," or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause HGWT's actual results to be materially different from any future results expressed or implied by HGWT in those statements. The most important facts that could prevent HGWT from achieving its stated goals include, but are not limited to, the following:

 

	(a)	volatility or decline of HGWT's stock price;
	(b)	potential fluctuation of quarterly results;
	(c)	failure of HGWT to earn revenues or profits;
	(d)	inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;
	(e)	decline in demand for HGWT's products and services;
	(f)	rapid adverse changes in markets;
	(g)	litigation with or legal claims and allegations by outside parties against HGWT, including but not limited to challenges to HGWT's intellectual property rights;
	(h)	insufficient revenues to cover operating costs;

 

There is no assurance that HGWT will be profitable, HGWT may not be able to successfully develop, manage or market its products and services, HGWT may not be able to attract or retain qualified executives and personnel, HGWT may not be able to obtain customers for its products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in HGWT's businesses.

 

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. HGWT cautions you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that HGWT or persons acting on its behalf may issue. HGWT does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events.

 

10

 

Current Overview

 

HGWT is currently an “emerging growth company” under the JOBS Act. A company loses its “emerging growth company” status on (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which it is deemed to be a ‘large accelerated filer’, as defined in section 240.12b– 2 of title 17, Code of Federal Regulations, or any successor thereto. As an “emerging growth company,” HGWT is exempt from certain obligations of the Exchange Act including those found in Section 14A(a) and (b) related to shareholder approval of executive compensation and golden parachute compensation and Section 404(b) of the Sarbanes-Oxley Act of 2002 related to the requirement that management assess the effectiveness of the company’s internal control for financial reporting. Furthermore, Section 103 of the JOBS Act provides that as an “emerging growth company”, HGWT is not required to comply with the requirement to provide an auditor’s attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act for as long as HGWT qualifies as an “emerging growth company.” However, an “emerging growth company” is not exempt from the requirement to perform management’s assessment of internal control over financial reporting.

 

Have Gun Will Travel Entertainment, Inc. (“HGTW”) was incorporated under the laws of the state of Nevada on December 18, 2013. The founder of the Company, Mr. Tommie Ray, is an actor and director whose experience encompasses over 35 years in the film and television industry. Our corporate and operational offices are located at 5850 Canoga Ave., 4th Floor, Woodland Hills, CA 91367, our telephone number is (818) 835-2822 and our fax number is (818) 835-2683.

 

We were focused on creating original content in reality television programming genre capable of providing growth potential to the Company. The Company's overall plan of operations is to develop independent reality TV concepts for sale, option and licensure, with a goal toward catering to independent producers, cable television networks, syndication companies, and other entities. We were a concept-development, or pre-production, business. We did not produce reality shows, we sold our concepts to independent producers and production companies to be produced and distributed.

 

To date, HGTW has been handling its programming content development in-house by utilizing the creative talents of our President, Mr. Ray. Occasionally, the Company contracts services of a digital imaging technician and sound mixer to assist in shooting and editing content.

 

Since its inception, the Company has fully completed 14 reality TV concepts and has several more in different stages of development. The Company has realized its first ten sales. The reality TV show concepts/treatments are sold on a pre-arranged flat fee basis. On February 25, 2014, HGTW sold its first reality TV concept for $5,500; on March 19, 2014, HGTW sold its second reality TV concept for $2,000. Subsequently, on May 22, 2014, HGTW sold its third reality TV concept for $3,500. On June 27, 2014, HGTW entered into another treatment purchase agreement and sold its fourth reality TV concept for $7,500. On August 25, 2014, the Company sold its fifth reality TV project for $2,000 and on September 8, 2014, the Company sold its sixth reality TV concept for $3,500. On December 3, 2014, the Company sold its seventh reality TV project for $2,500. On January 29, 2015 and January 30, 2015, the Company sold its eighth and ninth reality TV concepts for $3,500 and $2,000, respectively, and on March 17, 2015, the Company completed the sale of its tenth reality TV concept for $2,500. The two projects currently in development entail real-life situations of diverse groups of people coping with day-to-day pressures of personal relationships, making a living, and pursuing their passion. Reality TV show concept developing is emotionally and intellectually demanding and, therefore, could be time-consuming; however, deadlines can be reasonably approximated: on average, a project may take up to 45 days to complete.

 

CHANGE OF CONTROL

 

On March 27, 2015, Tommie Ray (the “Seller”) and Yang Yuan Sheng (the “Buyer”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Seller sold to the Buyer, and the Buyer purchased from the Seller, 8,500,000 shares of the Company’s common stock (the “Shares”), which Shares represented 81.89% of the issued and outstanding shares of the Company’s common stock. The purchase occurred on March 27, 2015. The Buyer paid an aggregate $200,000 for the Shares using personal funds. There are no arrangements or understandings by and among members of either the former or new control persons and their associates with respect to election of directors or other matters of the Company except that Ms. Wu Yu Gu Wilkie (“Wu”), has been appointed the sole Director of the Company, effective on May 7, 2015, which was ten (10) days following the forwarding of the Schedule 14-F to Company’s shareholders.

 

Tommie Ray, the former sole Director of the Company, resigned as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary and Treasurer, and Wu, age 35, was elected as the Company’s Director, President, Secretary, and Treasurer to serve in such capacities until her successors are duly elected and qualified. Mr. Ray’s resignation as Director was effective May 7, 2015, which was ten (10) days following the mailing of the Schedule 14-F Information Statement to our shareholders.

 

11

 

PRODUCT DEVELOPMENT

 

The Company developed reality TV programming content in-house. Although reality TV is mostly unscripted and involves actors that are generally regular people living their lives, a lot of planning is involved behind the scenes of a reality TV production. In our product development process, we utilize the following phases:

 

	·	conceptualization
	·	consumer identification
	·	commercial viability analysis
	·	creative phase

 

HGTW was a reality TV concept-development, or pre-production, business. We did not produce reality shows, we sold our concepts to independent producers and production companies to be produced and distributed. Our former President, Mr. Ray, handled all aspects of content development within the Company from conception to creation and execution. To date, all of our concepts have been developed "on spec" (unsolicited and non-commissioned), and required little to no capital expenditures.

 

The first step in our product development process was to come up with a concept for the reality TV show. Since HGTW was in the business of developing reality TV content for sale, it is essential to choose an idea that might provoke interest from prospective buyers and inspire them to see its potential. Mr. Ray used the concept as an axis from which all other production decisions are to be made.

 

Next, Mr. Ray identified the audience. Aiming the content at a specific consumer target market increases the chances of a reality TV show concept sparking interest from potential buyers, so it was important to determine the market that the reality show is intended for and to tailor the programming content appropriately to captivate the audience and transcend their expectations.

 

Once a concept was selected and market identified, a third phase in reality TV production begins and Mr. Ray makes sure that the TV show concept falls in a commercially viable genre within that market. For example, some of the genres that enjoy success today are hidden camera shows such as What Would You Do, talent-search shows such as American Idol, documentary series about ordinary people such as the Jerseylicious, high-concept game shows such as Survivor, home improvement shows such as Flipping Out With Jeff Lewis, court shows featuring real-life cases such as The People's Court, etc.

 

HGTW then proceeded to develop the concepts into projects, and a creative phase begins. This was a crucial and very extensive phase during which Mr. Ray develops the format, characters, story lines and storyboards which are important tools for shaping the direction of the show, as well as shoots video and edits video clips, with the aim of creating a sizzle reel. While reality shows typically don't have scripts, Mr. Ray often wrote a shooting script or an outline that details aspects of the reality TV concept. The final product of the Company's development process can be:

 

(a) a flashed out concept accompanied by a pitch which consists of a logline, a synopsis, and a treatment. A logline is a one-sentence description of the show. A synopsis is a brief summary of the show including information about the main characters and the theme of the show. A treatment is much like a synopsis of a show idea but is a more inclusive document which includes detailed descriptions of the characters and the show’s plot;

 

(b) a sizzle reel/trailer;

 

(c) a full pilot episode for a TV show (when financing is available).

 

REALITY TELEVISION SEGMENTS IN PRODUCTION

 

We no longer have any projects in development.

 

12

 

OUR TARGET MARKET

 

HGTW targeted the Reality Television segments of the television syndication and cable network industry. The Company's success was greatly dependent on its ability to identify a gap in the market and cater to the unsatisfied demand.

 

The style of TV that most North Americans over 20 years old grew up with may still be hanging on, with popular shows like Lost, Glee and Modern Family doing extremely well for their respective networks. But in the last decade or so, there has been a distinctive power shift within the television industry. Scripted shows, with continuous stories and character development that require teams of writers and set designers, have been pushed to the back seat. Nowadays, good writers and actors are in limited demand, and the much more affordable Reality TV has become the networks’ new bread and butter.

 

Reality TV has been quickly expanding in popularity and continue to dominate TV programming, with numerous new reality shows approved each year. With cheaper production costs, the Reality TV business model is efficient, and with our inherent human nature to be curious, demand is easily generated by exploiting this normal virtue. Additionally, the climate that the industry operates in is improving as a result of loosened credit policies, lower interest rates, rising advertising expenditure and migrations to internet and mobile platforms. By definition, reality TV is essentially unscripted programming and focuses on footage of real events or situations. Unlike scripted shows (sitcoms, dramas, newscasts, etc.), reality TV does not employ writers (who are recognized by the Writers Guild of America and are union employees) and actors, and much of the show is run by producers and a team of editors. Because of this, it can be a very affordable programming option from a production standpoint (low costs) and it helps preserve the idea that the shows are real and unscripted. This is one of the main reasons major networks prefer reality TV - the cost of pop-up celebrities far undercuts that of established or current ones.

 

This cost advantage spills over into the smaller independent and emerging networks - many of which wouldn't exist without the low-cost advantage of reality TV. There are even two channels dedicated solely to reality TV: Fox Reality in the U.S., and Zone Reality in the U.K. Not mentioning MTV, which had a massive resurgence in the 2000s thanks to the format, Bravo, Spike TV and TLC are all channels that owe much of their current successes to reality shows. The biggest advantages reality TV shows have over scripted ones are financial, however, the fact that reality shows are often used to deliver new content (and bring in ad money) while comedies and dramas are "off-season" is a major benefit. By filling the majority of a calendar year with "new" episodes of a show, networks and cable channels can capitalize on ad revenue for a longer time span - and there's little fear that a union strike will cease production in the meantime.

 

Independent producers, TV executives, broadcast syndication companies, cable networks, etc. all realize this potential and are constantly on the search for new ideas to help reinvent the industry and bring a fresh form of entertainment to viewers, scouting for new reality TV content to produce and distribute. From a show creator's point of view, coming up with concepts that haven't already been produced is difficult. However, to the Company’s benefit, the outlets and opportunities for new TV shows is vast. Hollywood producers and development executives work full time to create or find those new concepts to sell to TV networks. As the changing dynamics the television industry experienced in the recent years resulted in an acute shortage of development capital for new projects, they all rely on third parties to bring them new exciting developed projects to produce or distribute. This is the market that HGTW has identified and will attempt to fill.

 

MARKETING STRATEGIES

 

Management intended to maintain an extensive marketing campaign that we hope will ensure maximum visibility for the developed reality TV concepts among the targeted market. Although the Company catered to the reality TV segments of the television syndication and cable network industry, the Company’s primary method of competition strategy was to market specifically to independent TV producers and smaller production companies.

 

Marketing Objectives

 

	·	Establish a strong presence in targeted markets
	·	Establish connections with entertainment advertising agencies and marketing firms
	·	Build a network of industry contacts (e.g. utilizing Hollywood Creative Directory at hcdonline.com) to create additional visibility for the program

 

Other than the buyers of its ten sold concepts, currently, HGTW does not have any existing relationships or agreements with independent TV producers, producer’s agents, or TV executives.

 

13

 

REVENUE MODEL

 

Our mission was to maximize shareholder value by capitalizing on the demand for TV programming content and other interrelated media in the Reality TV genre that provide the audience with enjoyable entertainment and spur the growth potential of the Company.

 

Below is a description of the former HGTW revenue model:

 

Concept Sales

 

The bulk of the Company’s initial revenue came from the sales of our developed reality TV show concepts and related content (and all rights to them) to independent producers, production companies, etc. Such a deal structure means that HGTW would transfer all of the benefits of ownership of the reality TV show concept to the buyer at the time of sale for a negotiated amount, with no future payouts (such as profit participation, merchandizing, on-screen credits, licensing fees, etc.) The buyer may choose to utilize the concept they purchased as they please and are not obligated to keep it in the same format.

 

Concept Options

 

HGTW optioned its developed reality TV projects to production companies, whereby a production company will secure exclusive rights to sell and produce a reality TV project during a limited time period. Once an option deal was signed, the Company accepted "option money" which is a down payment toward the negotiated purchase price we expect to receive when the project is sold/optioned to a studio or a network. Additionally, "profit participation" and "on-screen credit" terms may be negotiated. When the project is sold/optioned to a studio or a network, the studio then works to develop and produce the project for airing or distribution, and the Company received the balance of the purchase price. If the project is not sold within the specified time period, the ownership rights of the project reverted back to the Company.

 

Licensing Fees

 

Management intended to embark on strategic relationships with production companies that might express interest in licensing the Company’s projects. With adequate financing, HGTW was to seek to produce approximately three pilots in reality-based TV show formats per year. The Company was to present these pilots to production companies to see if they garner interest. In the case that a production company was interested in a particular pilot, they would pay a negotiated license fee for the rights to produce this television program. The license fee would be re-negotiable every year and this fee will be directly dependent upon that show’s success during the preceding year.

 

REALITY TV INDUSTRY BACKGROUND AND ANALYSIS

 

History and Overview

 

Companies in reality TV industry produce unscripted/semi-scripted reality TV shows. Reality TV is a genre of TV programming that presents purportedly unscripted dramatic or humorous situations, documents actual events, and usually features ordinary people instead of professional actors. The genre of reality TV consists of various subgenres, including talent shows, game shows, special-living environment shows, hidden-camera shows, talk shows and dating shows.

 

Reality TV has morphed from radio game show and amateur talent competition. The pioneer in the genre of reality TV as we know it today was "This is Your Life," a show presenting the story of a real person's life and relying on the participation of real people, who were shot in front of a live audience or filmed on location. "This is Your Life" was originally broadcast on the radio in the late 1940s and made the switch to television in the early 1950s. In the 1960s and '70s the genre continued to evolve and expand into game and amateur talent shows. "Jeopardy!" and "Wheel of Fortune" game shows created by Merv Griffin were the major hits of their time. Then in 1965 premiered "The Dating Game", which was created by Chuck Barris. The first reality television program, American Family, was introduced in the late 70’s as a documentary miniseries.

 

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During the 80’s, two things happened that would forever change the face of television: the popularity of both home VCR players and the use of cable. For the first time in American history, viewers were able to hone in on what they were interested in and were not limited to the same ten channels everyone else was watching. The relocation of viewers lead to a loss of network ratings due to a fragmentation of their once very stable demographics. Advertisers began to spread their dollars a little more thinly with the big four networks, and the television programming climate became even more competitive. Producers wanted to spend less and get more.

 

The next big shift in reality TV came in 1992, when MTV premiered "The Real World". Hundreds of 18- to 25-year-olds were auditioned, and a cast of seven was put together in a New York City loft where producers and editing crews filmed the group without script for three months. The immediate (and ongoing) hit spawned "Road Rules" -- and countless "Real World/Road Rules Challenge" shows. Television viewers and producers alike were given their first glimpse into the genre of reality television, and they liked it. Eight years later, "Survivor" was a major hit. Some of the shows that followed in the wake of the "Survivor" success were "Big Brother," "The Mole," "The Amazing Race" and "The Bachelor." As the genre began to evolve, there was a fundamental shift from programming rooted in investigative journalism to documentaries of diversion and display. The genre now encompasses unscripted dramas, makeover sagas, celebrity exposés, lifestyle-change shows, dating shows, talent extravaganzas and just about any kind of competition.

 

Essentially, reality TV was a perfect fit for an industry that was struggling to find ways to cut corners. Today reality TV accounts for a dominant chunk of network programming.

 

COMPETITION

 

HGTW faced competition from within the independent reality TV developing community and the broader television industry. In addition to the large cable network and syndication companies, there are thousands of smaller development and production companies that write for either studio-backed or independent television projects. Virtually any development company that is engaged in developing and producing reality TV show concepts is considered our competition. In consideration of the Company’s lack of financial resources, scarcity of relationships within the reality television community, and absence of marketing tools, the Company was at a significant disadvantage relative to its more established competitors within the reality TV production industry.

 

Although the Company catered to the Reality Television segments of the television syndication and cable network industry, the Company’s primary method of competition strategy was to market specifically to independent TV producers and smaller production companies. Independent producers and smaller production companies generally lack the resources required to conduct crucial show concept development work and they rely on third parties to supply them with well-developed concepts. HGTW believed catering to this segment would give the Company the competitive advantage it needs to be able to distinguish itself among its competitors. The Company would also prepare press releases, submit show concepts to major television media market festivals and conferences (such as NATPE, MIPCOM, BANFF, etc.), pitch shows to TV executives and producers, create Internet advertising and engage producer’s agents.

 

The Television production market is a highly competitive space in which success is primarily based on three concerns:

 

1.	Timing
2.	Relationships
3.	Quality

 

In terms of timing, the Company firmly believed that the market is open as never before for novel reality TV programming. Hits such as Jersey Shore, The Apprentice, Real Housewives, etc. have primed the appetite of the reality television viewing audience for increasingly more edgy and controversial programming.

 

Although scarce, the Company believed Mr. Ray's pre-existing industry connections in the field may allow to tap into this highly lucrative industry with some level of credibility.

 

HGTW was finely tuned in to the demands of the audience. We made sure to identify an idea or a story within a reality TV programming genre that is popular or gaining in popularity and will captivate the audience and transcend their expectations. The Company was dedicated to producing projects that are both creatively distinctive and commercially rewarding.

 

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EMPLOYEES

 

The Company had no employees. The Company's former sole officer and director, Mr. Ray, managed the Company's daily operations and oversees all aspects of its strategic development, including, but not limited to, content development, marketing and execution of its business plan. Mr. Ray receives no compensation.

 

On March 24, 2014, the Company contracted a part-time graphic designer to assist Mr. Ray in creating visual representations of the projects that were currently in development. This was a contract part-time position with compensation of $20 per hour. On August 11, 2014 the Company contracted a digital imaging technician and a sound mixer to assist in shooting and editing digital content for pending projects. Their compensation was $50 and $25 per hour, respectively. The Company had 2 interns. These were unpaid internships.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

 

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain assumption and estimates. Our critical accounting policies are outlined in NOTE 1 in the Notes to the Financial Statements

 

Results of Operations

 

We had $8,000 revenues in the three months ended March 31, 2015, as compared to $7,500 for the three months ended March 31, 2014. This is based on the sale of more reality TV concepts. Our revenue is a result of the sale of reality TV concepts. For the three months ended March 31, 2015, our operating expenses were $11,320, which consisted of depreciation of $304 and general and administrative expenses of $11,016. For the three months ended March 31, 2014, our operating expenses were $5,733, which consisted of general and administrative expenses of $5,733. Our operating expenses are primarily due to expenses related to preparing our quarterly report filed with the Securities and Exchange Commission and services contributed by an Officer of the Company. Our net loss was $3,320 for the three months ended March 31, 2015, as compared to a net loss of $1,767 during the three months ended March 31, 2014. Net income (loss) remained relatively flat because of an increase in professional fees being offset by a decrease in general and administrative costs.

 

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Liquidity and Capital Resources

 

The Company's cash position was $267 at March 31, 2015, as compared to $219 at December 31, 2014. The Company’s cash position as of March 31, 2014 was $17,267, because it had yet to incur the costs associated with being a public company. As of March 31, 2015, the Company had current assets of $4,644 and current liabilities of $3,240 compared to $4,899 and $175, respectively, as of December 31, 2014. This resulted in a working capital of $1,404 at March 31, 2015 and $4,724 at December 31, 2014, due to an increase of $3,065 in current liabilities.

 

Net cash used in operating activities amounted to $48 for the three month period ended March 31, 2015, as compared to $(2,733) for the three months ended March 31, 2014. This is primarily due to a change in accounts payable from $(4,500) to $3,065.

 

There was no net cash used in investing activities for the three months ended March 31, 2015 or the three months ended March 31, 2014. There was no net cash provided by financing activities for the three months ended March 31, 2015 or for the three months ended March 31, 2014.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not Applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. Tommie Ray, our former Chief Executive Officer and our former Principal Accounting Officer, was responsible for establishing and maintaining our disclosure controls and procedures.

 

Under the supervision and with the participation of our management, including the Chief Executive Officer and Principal Accounting Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the former Chief Executive Officer and Principal Accounting Officer concluded that, as of March 31, 2015, these disclosure controls and procedures were not effective in ensuring that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. 

 

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The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

	·	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
	·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
	·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

 

Changes in Internal Controls over Financial Reporting

 

There were no additional changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations over Internal Controls

 

HGWT’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within HGWT have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Chief Executive Officer and Principal Accounting Officer concludes that our disclosure controls and procedures were effective at that reasonable assurance level, as of the end of the period covered by this Form 10-Q. Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the Chief Executive Officer and Principal Accounting Officer as to their effectiveness.

 

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PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any material or legal proceeding and, to our knowledge, none is contemplated or threatened.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no shares of common stock issued during the three months ended March 31, 2015.

 

Item 3. Defaults Upon Senior Securities

 

There have been no defaults upon senior securities.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5. Other Information

 

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item.

 

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Item 6. Exhibits

 

(a) Exhibits

 

EXHIBIT NO.		DESCRIPTION
3.1*		Articles of Incorporation
3.2*		By-Laws
31.1		Section 302 Certification of Chief Executive Officer
31.2		Section 302 Certification of Chief Financial Officer
32.1		Section 906 Certification of Chief Executive Officer
32.2		Section 906 Certification of Chief Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
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 as an exhibit to the Form S-1 filed on February 5, 2014 and incorporated herein by reference.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

Dated: May 18, 2015	By:	/s/ Wu Yu Gu Wilkie
		Wu Yu Gu Wilkie
		Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 

 

Dated: May 18, 2015	By:	/s/ Wu Yu Gu Wilkie
		Wu Yu Gu Wilkie
		Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Principal Accounting Officer

 

 

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