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: ~~March~~June 3130, 2016

[ ]

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)~~

(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, 6th Floor

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 ~~May~~September 1620, 2016 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.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Condensed Balance Sheets at June 30, 2016 (Unaudited) and December 31, 2015		3
Item 1. Financial Statements		4
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015 (Unaudited)		4
Condensed Balance Sheets at March 31, 2016 (Unaudited) and December 31, 2015		4
Condensed Statement of Changes in Stockholders’ Equity for the Period December 31, 2015 through June 30, 2016 (Unaudited)		5
Condensed Statements of Operations for the Three Months Ended March 31, 2016 and 2015(Unaudited)		5
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 (Unaudited)		6
Condensed Statement of Changes in Stockholders’ Equity for the Period December 31, 2015 through March 31, 2016 (Unaudited)		6
Notes to Condensed Financial Statements (Unaudited)		7- 10
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015 (Unaudited)		7
Notes to Condensed Financial Statements (Unaudited)		8 - 12
Item 2. Management’s Discussion and Analysis		13-14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		14
Item 4. Controls and Procedures		14
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.		16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		16
Item 3. Defaults Upon Senior Securities.		16
Item 4. Mine Safety Disclosures.		16
Item 5. Other Information.		16
Item 6. Exhibits.		16
Signature		17

INTRODUCTORY COMMENTS

Special Note Regarding Forward Looking Statements

This quarterly report on Form 10-Q, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results of the Company to differ materially from those anticipated, expressed or implied in the forward-looking statements. The words “believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those anticipated are discussed in Item 1A.”Risk Factors”.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this Report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except as otherwise indicated by the context, all references in this annual report to (i) the “Company,” “we,” “us” and “our” are to HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC , a Delaware corporation; (ii) “SEC” are to the Securities and Exchange Commission; (iii) “Securities Act” are to the Securities Act of 1933, as amended; (iv) “Exchange Act” are to the Securities Exchange Act of 1934, as amended; and (v) “U.S. dollar,” “$” and “US$” are to the legal currency of the United States.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

CONDENSED BALANCE SHEETS

	March 31, 2016			December 31, 2015
	June 30, 2016			December 31, 2015
	(Unaudited)
ASSETS:
Current assets:
Cash	$	3633,~~331~~262		$	37,143
Total current assets		3633,~~331~~262			37,143
TOTAL ASSETS	$	3633,~~331~~262		$	37,143
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable and accrued expenses	$	1112,~~719~~750		$	7,750
Advances from officer, interest free		1,984			1,984
Advances from officer		1,984			1,984
Total current liabilities		1314,~~703~~734			9,734
TOTAL LIABILITIES		1314,~~703~~734			9,734
Stockholders’ Equity:
Common stock, $ .00001 par value, authorized 100,000,000 shares, 62,030,000 shares issued and outstanding at March 31, 2016 and at December 31, 2015, respectively		620			620
Common stock, $ 0.00001 par value, authorized 100,000,000 shares, 62,030,000 shares issued and outstanding at June 30, 2016 and at December 31, 2015, respectively		620			620
Additional paid in capital		122,900			122,900
Accumulated deficit		(~~100~~104,~~892~~992	)		(96,111	)
Total stockholders’ equity		2218,~~628~~528			27,409
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3633,~~331~~262		$	37,143

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

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	For the Three Months						For the Six Months
	March 31,
	Ended June 30,						Ended June 30,
	2016			2015			2016			2015
Revenues	$	-—		$	-—		$	—		$	—
Expenses
General and administrative		4,~~781~~101			3,~~686~~932			8,881			7,618
Total expenses	$	4,~~781~~101		$	3,~~686~~932		$	8,881		$	7,618
Net loss	$	(4,~~781~~101	)	$	(3,~~686~~932	)	$	(8,881	)	$	(7,618	)
Loss per shares- basic and diluted	$	(0.00	)	$	(0.00	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common stock outstanding		62,030,000			62,030,000
Weighted average common shares outstanding		62,030,000			62,030,000			62,030,000			62,030,000

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

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

~~Condensed~~ Statement of Changes in Stockholders’ Equity

For the ~~three~~six months ended ~~March~~June 3130, 2016

(Unaudited)

	Common Stock				Additional					Total
	Number of				Paid In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance - December 31, 2015		62,030,000	$	620	$	122,900	$	(96,111	)	$	27,409
Net loss for period		-		-		-		(48,~~781~~881	)		(48,~~781~~881	)
Balance - March 31, 2016		62,030,000	$	620	$	122,900	$	(100,892	)	$	22,628
Balance - June 30, 2016		62,030,000	$	620	$	122,900	$	(104,992	)	$	18,528

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

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended
	For the six months ended
	March 31,
	June 30,
	2016			2015
Cash flows used in operating activities
Net loss	$	(48,~~781~~881	)	$	(37,~~686~~618	)
Increase in amount due from affiliate		-			(5,000	)
Non-cash adjustments:
Increase in accounts payable		3,969			1,494
Increase in accounts payable and accrued expenses		5,000			1,529
Net cash flows used in operating activities		(~~812~~3,881	)		(211,~~192~~089	)
Net change in cash and cash equivalents		(~~812~~3,881	)		(~~2,192~~11.089	)
Cash and cash equivalents – beginning of period		37,143			54,989
Cash and cash equivalents – end of period	$	3633,~~331~~262		$	5243,~~797~~900

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

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

Notes to Condensed Financial Statements

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2016 and 2015

(Unaudited)

Note 1 – General Organization and Business

Our History and Background

We were incorporated in the State of Delaware on November 8, 2007. Since inception, we have been engaged in organizational efforts, obtaining financing and establishing the groundwork both in China and in the U.S. to organize training programs for Chinese students and participants who wish to pursue higher levels of practical education in the entertainment industry with leading U.S. film schools and colleges. We also plan to acquire, invest and manage certain compatible training and educational businesses located in China.

We were originally formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business and/or entering into collaboration and joint venture agreements with existing businesses compatible with our core business objectives. Accordingly, we have focused our efforts on identifying possible business combinations, acquisitions, and/or compatible joint ventures and business opportunities and further developing our core business related to the field of entertainment, particularly with music, motion picture and TV production, and animation, and in the field of education, vocational training and business/financial services.

OnIn ~~August~~the 3,second half of 2014 the Company entered into apotential ~~Letter~~merger ofdiscussions ~~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 as well as operating regional colleges. ~~The Letter of Intent outlines the plan for the Company to acquire a 51% controlling interest of the Tactician Group.~~ A due diligence process has commenced whereby the Company will evaluate the audited financial statements of the Tactician Group which, if and when completed, may enable the Company to work towards a ~~more~~ definitive merger agreement. At the same time, the Company also entered into similar potential merger discussions Gold Street Holding (China) Co., Limited (“Gold Street Group”). Subject to the satisfactory completion of due diligence process , the Company may proceed with the acquisition of the Gold Street Group. There can be no assurance , however, this either merger/acquisition will actually be achieved.

On ~~September~~April 311,2016 ~~2014~~ the Company ~~entered~~executed ~~into~~ a ~~Stock~~Letter ~~Purchase~~of ~~Agreement~~Intent with ~~Gold~~Haerbin ~~Street~~International ~~Holding~~TV ~~(China)~~& ~~Co.,~~Film ~~Limited~~Arts Academy (“~~Gold Street Group~~HITFAA”) which ~~whereby~~is ~~the~~located ~~Company~~in ~~intends~~the tocity ~~acquire 100%~~ of ~~Gold~~Haerbin, ~~Street~~Heilongjiang ~~Group~~province ( in anortheast ~~cashless~~China). ~~acquisition~~Under ~~with~~this upLetter toof 3Intent,~~000,000 of~~ the ~~Company’s~~parties agreed ~~common~~to ~~shares~~cooperate ~~valued~~to atcreate ~~$2.50~~a ~~per~~resource ~~share.~~to ~~Gold~~train ~~Street~~students ~~Group~~in isthe afield ~~Hong~~of ~~Kong~~film ~~corporation~~and ~~owning~~TV ~~100%~~production. ofOn ~~The Bond~~May ~~Trustworthy~~16, ~~Financial Consultant (Beijing) Co.~~2016, ~~Ltd.~~a ~~(AKA~~Chinese joint ~~“Youbang~~venture ~~Prudential”)~~company -was ~~which~~formed in( ~~turn~~51% ~~owns~~owned ~~100%~~by ~~of Lande~~the ~~Asia~~Company ~~Pacific~~and ~~(Beijing)~~49% ~~consulting~~owned ~~Co.,~~by ~~Ltd.;~~local ~~70%~~Chinese ofparties) ~~Lande~~called ~~Asia~~Haerbin ~~Pacific~~Leading ~~Commercial~~Film & ~~(Beijing)~~TV Entertainment Co., Ltd.; ~~70%~~with the objective of ~~Shanghai~~owning ~~Bofeng Business~~100% ~~Consulting~~of CoHITFAA .Presently, ~~Ltd.~~no capitalization and ~~70%~~no ofactivity ~~Beijing~~has occurred ~~Hanya~~in ~~Investment~~Haerbin ~~Advisory~~Leading Film & TV Entertainment Co., Ltd. ~~Subject~~and tothere ~~the~~can ~~satisfactory~~be ~~completion~~no ~~of due~~assurance ~~diligence,~~that ~~the~~any ~~Company~~capitalization ~~may~~or ~~proceed~~activity will ~~with~~actually ~~the acquisition of the Gold Street Group~~occur.

There can be no assurance, however, that such acquisitions can be consummated by the Company.

The operations of the Gold Street Group are summarized as follows:

Gold Street Holding (China) Co., Limited, the Hong Kong parent company owning 100% of The Bond Trustworthy Financial Consultant (Beijing) Co., Ltd. (AKA “Youbang Prudential”);

The Bond Trustworthy Financial Consultant (Beijing) Co., Ltd. (AKA “Youbang Prudential”). Based in Beijing and formed in China on January 13, 2006, this is the Chinese “interior” holding company for the other four Gold Street Group companies, which also operate within mainland China. This company is qualified and registered to accept foreign investments in China and, through the engagement of independent accounting personnel, it is licensed to provide financial and accounting services to a variety of Chinese businesses, including providing such services to local municipalities and governmental agencies;

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

Notes to Condensed Financial Statements

For the Three Months Ended March 31, 2016 and 2015

(Unaudited)

Lande Asia Pacific (Beijing) Consulting Co., Ltd. was formed in China on November 25, 2002 and is 100% owned by The Bond Trustworthy Financial Consultant (Beijing) Co., Ltd. (AKA “Youbang Prudential”). It provides consulting services for the marketing of certain banking products to bank customers;

Shanghai Bofeng Business Consulting Co. Ltd. was formed in China on December 18, 2013 and is 70% owned by The Bond Trustworthy Financial Consultant (Beijing) Co., Ltd. (AKA “Youbang Prudential”). It provides sales, marketing and management services and training to staff employed in the automotive retail industry in China; and

Beijing HanYa Investment Advisory Co. Ltd. was formed in China on June 24, 1997 and is 70% owned by The Bond Trustworthy Financial Consultant (Beijing) Co., Ltd. (AKA “Youbang Prudential”). It is a trans-regional, all-dimensional investment services company, including acting as a fund raising agency, a finance guarantee provider, trademark services agency and audit and accounting services provider. Commencing 2015, it received the license to operate consumer foreign exchange (“FX”) agencies throughout China, beginning with opening up to 100 FX kiosks in Beijing and with the object of training personnel in the handling of authorized FX transactions.

Note 2 - Summary of Significant Accounting Policies of Condensed Financial Information

Basis of Presentation of Unaudited Condensed

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed financial statements of the Company as of and for three and six months ended June 30, 2016 and 2015 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the financial position of the Company as of June 30, 2016, the results of its operations and its cash flows for the three and six months ended June 30, 2016 and 2015.

The condensed financial statements of the Company as of and for three months ended March 31, 2016 and 2015 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the financial position of the Company as of March 31, 2016, the results of its operations and its cash flows for the three months ended March 31, 2016 and 2015. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet at December 31, 2015 has been derived from the Company’s audited financial statements included in the Form 10-K for the year ended December 31, 2015.7

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

Notes to ~~Condensed~~ Financial Statements

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2016 and 2015

(Unaudited)

Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet at December 31, 2015 has been derived from the Company’s audited financial statements included in the Form 10-K for the year ended December 31, 2015.

Going Concern

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred recurring losses from operations, and utilized cash flow in operating activities since inception, and we have no recurring source of revenue. As of ~~March~~June 3130, 2016, we have an accumulated deficit of $~~100~~104,~~892~~992. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2015 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Management’s plan to support the Company in operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from public offerings, we will have to find alternative sources, such as a private placement of securities or loans or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing; or cause substantial dilution for our stockholders, in the case of equity financing.

Use of Estimates

In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates.

Basic and Diluted Net Loss Per Share

Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, 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 income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period.

Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the Company reported an operating loss because all warrants and stock options outstanding are anti-dilutive. As of March 31, 2016 and December 31, 2015, there were no potential dilutive securities.8

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

Notes to ~~Condensed~~ Financial Statements

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2016 and 2015

(Unaudited)

Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the Company reported an operating loss because all warrants and stock options outstanding are anti-dilutive. As of June 30, 2016 there were no potential dilutive securities.

Fair Value of Financial Instruments

The FASB ASC 320-12-65 (“Disclosures about Fair Value of Financial Instruments”), requires the determination of fair value of the Company’s financial assets and liabilities. The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash and advances from officer approximate their fair value because of their short maturities.

Income taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no unrecognized tax benefits as of ~~March 31,~~June 30, 2016 and 2015 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of ~~March~~June 3130, 2016, the Company had not recorded any liability for uncertain tax positions. In In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

No current provision or benefit for federal income taxes has been recorded for the three months ended ~~March~~June 3130, 2016 or for any period from inception through ~~March~~June 3130, 2016 as the Company has no taxable income.

~~Recently Issued Accounting Pronouncements~~9

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

Notes to ~~Condensed~~ Financial Statements

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2016 and 2015

(Unaudited)

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

On August 27, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued.

An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2014-15 on its results of operations or financial condition.

Other accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Note 3 – Related Party Transactions

Certain of the Company’s officers provide advances to finance the Company’s working capital requirements. As of ~~March~~June 3130, ~~2016~~ 2016 and ~~December 31,~~ 2015, total advances amounted to $1,984. The advances are unsecured, due on demand, and non-interest bearing.

In view of the Company’s limited operations and resources, none of the Company’s directors and/or officers received any compensation from the Company during the three and six months ended ~~March~~June 3130, 2016 and 2015, or for any period through ~~March~~June 3130, 2016.

1210

Item 2. Management’s Discussion and Analysis

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Financial Statements and supplemental data referred to in our Form 10Q.

This discussion contains forward-looking statements that involve risks and uncertainties. Such statements, which include statements concerning revenue sources and concentration, general and administrative expenses and capital resources, are subject to risks and uncertainties, including, but not limited to, those discussed elsewhere in this Form 10-Q that could cause results to differ materially from those projected. Unless otherwise expressly indicated, the information set forth in this 10-Q is as of June 30,2016, and we undertake no duty to update this information.

Plan of Operation

While our plan is to locate a suitable acquisition or merger candidate and consummate a business combination, our also includes acting as a placement service in placing Chinese students with educational institutions in Los Angeles. In addition, through suitable acquisitions or business combinations, we plan to organize and operate training centers both in China and in the US. We may need additional cash investment from the sale of stock or through debt to advance our business objectives. Although it is currently anticipated that we can fund our operating expenses with our existing cash resources for at least the next twelve months, we can provide no assurance that we can necessarily continue to satisfy our cash requirements for a longer period without additional cash flow generated from an acquisition or business combination.

As described in Note 1 to the ~~condensed~~Condensed ~~financial~~Financial ~~statements,~~Statements ~~with~~contained ~~respect~~elsewhere toin ~~our~~this ~~plan to find suitable merger candidates~~10Q, we ~~continue our~~are in discussions ~~regarding~~with ~~the potential acquisition of the~~ Gold Street Group ~~through a “cashless” exchange of stock, which if~~ and ~~when~~with completed, would add significant assets, income and cash flow to our consolidated group in 2017. As also described in Note 1, we are also in negotiation to acquire ( through a “cashless” exchange of stock) China Tactician University Company Limited ~~(“Tactician~~for ~~Group”) which is~~ a ~~Hong~~possible Kong corporation owning a variety of Chinese companies involved in a wide range of education and training, including vocational training to middle management as well as operating regional colleges. A due diligence process has commenced whereby the Company will evaluate the audited financial statements of the Tactician Group to be able to work towards a more definitive merger ~~agreement targeted for first quarter, 2017~~/acquisition. These two acquisitions, if completed, would add a substantial amount of gross assets, revenue and net operating income to our financial statements. There can be no assurance, however, that the Company will complete such acquisitions.

It is anticipated that any securities issued in any such business combinations 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

Since inception on November 8, 2007 through ~~March~~June 3130, 2016, we had an accumulated net loss of $~~100~~104,~~892~~992 primarily relating to business development costs such as audit, SEC filings, legal, travel and miscellaneous general and administrative costs, less nominal fee revenues (which included a net loss of $ 48,~~781~~881 for the 3six months ended ~~March~~June 3130, 2016).

1311

The Company has conducted limited operations since inception. In fourth quarter of 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, California and reflected this as revenue. The Company intends to explore similar opportunities and may receive future revenue from this type of activity. No such revenue was received however in either the three or six months ending ~~March~~June 3130, 2016 or 2015.

Liquidity and Capital Resources

At ~~March~~June 3130, 2016, the Company had cash of $36 33,~~331~~262 (compared with a cash balance of $~~52,797~~ ~~and $~~37,143 at ~~March~~December 31, 2015 ~~and at December 31, 2015, respectively~~).

The accompanying unaudited condensed financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred recurring losses from operations, and utilized cash flow in operating activities since inception, and we have no recurring source of revenue. As of ~~March~~June 3130, 2016, we have an accumulated deficit of $~~100~~104,~~893~~992. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2015 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Management’s plan to support the Company in operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from public offerings, we will have to find alternative sources, such as a private placement of securities or loans or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If we require additional cash and cannot raise it, we will either have to suspend operations or cease business entirely.

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.

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~March~~June 3130, 2016, our Principal Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

Change in Internal Controls

No change in our internal control over financial reporting ( as defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) occurred during the fiscal quarter ended ~~March~~June 3130, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

1513

HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.

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.

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.

1614

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: ~~May~~September 1620, 2016

	HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.
	(Registrant)

	/s/ David Lau
	David Lau
	Chief Executive Officer

1715

Filing Compare · HOLLYWOOD ENTERTAINMENT EDU HOLDING, INC.