-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RByoolhKjme1GToed0z4SNuq5d2TKy3vb9uwpFx1O2i36hDOH7ZzFt9brmM2XuL6 ECY5t8UqyAELm7Q69/cuaA== 0001144204-10-062467.txt : 20101119 0001144204-10-062467.hdr.sgml : 20101119 20101119165912 ACCESSION NUMBER: 0001144204-10-062467 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYPERERA INC CENTRAL INDEX KEY: 0001458868 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 262007556 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-163035 FILM NUMBER: 101206234 BUSINESS ADDRESS: STREET 1: 2316 S WENTWORTH AVENUE STREET 2: 1ST FLOOR CITY: CHICAGO STATE: IL ZIP: 60616 BUSINESS PHONE: 312 842 2288 MAIL ADDRESS: STREET 1: 2316 S WENTWORTH AVENUE STREET 2: 1ST FLOOR CITY: CHICAGO STATE: IL ZIP: 60616 10-Q 1 v203430_10q.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2010

¨ TRANSITION REPORT UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________________ to ______________

Commission file number 333-163035

Hyperera, Inc.
(Name of small business issuer in our charter)

Nevada
 
7370
 
26-2007556
         
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard
Industrial Classification
Code Number)
 
IRS I.D.

2316 S Wentworth Ave
   
Chicago, IL
 
60616
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number:  312-842-2288
N/A
   
(Former name, former address and former three months, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was 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 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
 
¨
 
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 ¨ No x

As of November 19, 2010 there were 30,029,000 shares issued and outstanding of the registrant’s common stock.
 


 

 

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
 
3
Item 2.
 
Management’s Discussion and Analysis or Plan of Operation
 
22
Item 3.
 
Quantitative and Qualitative Disclosure about Market Risk
 
26
Item 4.
 
Controls and Procedures
 
26
PART II — OTHER INFORMATION
 
27
Item 1.
 
Legal Proceedings
 
27
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
27
Item 3.
 
Defaults Upon Senior Securities
 
27
Item 4.
 
(Removed and Reserved)
 
27
Item 5.
 
Other Information
 
27
Item 6.
  
Exhibits
  
27

 
2

 
 
PART I — FINANCIAL INFORMATION
 

HYPERERA, INC.

(A Development Stage Enterprise)

Financial Statements
(Unaudited)

As of September 30, 2010, and 2009

 
3

 

Table of Contents

Consolidated Balance Sheet
5
   
Consolidated Statement of Operation
6
   
Statement of Shareholders Equity
7
   
Consolidated Statement of Cash Flow
8
   
Notes to Consolidated Financial Statements
9

Exhibit A

Exhibit B

 
4

 

HYPERERA, INC
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET

   
September 30
   
December 31
   
December 31
 
    
2010
   
2009
   
2008
 
   
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
ASSETS
                 
Current assets:
                 
Cash and cash equivalents
  $ 345,036     $ 84,504     $ 92,770  
Accounts receivable, net
    191,029       -       -  
Total Current Assets
  $ 536,065     $ 84,504     $ 92,770  
                         
Other current assets:
                       
Prepaid expenses
    65,000       148,600       -  
Stock subscription receivable
    105,144                  
Loan to shareholders/officer
    -       -       115,000  
Total Other Current Assets
  $ 170,144     $ 148,600     $ 115,000  
                         
TOTAL ASSETS
  $ 706,209     $ 233,104     $ 207,770  
                         
LIABILITIES & EQUITY
                       
Current liabilities:
                       
Account payable
  $ -     $ -     $ 354  
Loan from shareholders/officer
    98,642       53,631       500  
Payroll liabilities
    -       -       668  
Total Current Liabilities
  $ 98,642     $ 53,631     $ 1,522  
                         
Stockholders' Equity:
                       
Common stock, $0.001 par value;
                       
200,000,000 shares authorized;
                       
30,029,000 shares issued and outstanding.
  $ 30,029     $ 27,999     $ 27,939  
Paid-in capital
  $ 646,141     $ 242,171     $ 230,231  
Deficit accumulated during the development stage
    (67,977 )     (90,244 )     (51,611 )
Accumulated other comprehensive loss
    (626 )     (453 )     (311 )
                         
Total Stockholders' Equity
  $ 607,567     $ 179,473     $ 206,248  
TOTAL LIABILITIES & EQUITY
  $ 706,209     $ 233,104     $ 207,770  
 
5

 

HYPERERA, INC
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF OPERATION
 
   
Nine Months Ended
   
Nine Months Ended
   
Three Months Ended
   
Three Months Ended
   
February 19, 2008 (Date
 
   
September 30
   
September 30
   
September 30
   
September 30
   
of Inception) Through
 
   
2010
   
2009
   
2010
   
2009
   
September 30, 2010
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Revenues
  $ 461,369     $ -     $ 236,029     $ -     $ 527,387  
Cost of Goods Sold
    330,941       -       152,941       -       390,939  
Gross Profit
  $ 130,428     $ -     $ 83,088     $ -     $ 136,448  
Operating Expenses:
                                       
Research and development
    -       -               -       -  
                                         
Selling, general and administrative expenses
    108,163       23,632       31,529       11,532       204,490  
                                         
Depreciation and amortization expenses
    -       -               -       -  
Total Operating Expenses
  $ 108,163     $ 23,632     $ 31,529     $ 11,532     $ 204,490  
                                         
Operating Income (Loss)
  $ 22,265     $ (23,632 )   $ 51,559     $ (11,532 )   $ (68,042 )
                                      -  
Investment income, net
  $ 2     $ 49     $ 2     $ 7     $ 65  
Interest expense, net
    -       -       -       -       -  
Income (loss) before income taxes
    22,267       (23,583 )     51,561       (11,525 )     (67,977 )
Income tax expense
    -                               -  
Net Income (Loss)
  $ 22,267     $ (23,583 )   $ 51,561     $ (11,525 )   $ (67,977 )
                                         
Net income (loss) per common share- Basics
  $ 0.00     $ (0.00 )   $ 0.00     $ (0.00 )   $ (0.00 )
Net income (loss) per common share- Diluted
  $ 0.00     $ (0.00 )   $ 0.00     $ (0.00 )   $ (0.00 )
                                         
Other comprehensive loss, net of tax:
                                       
Foreign currency translation adjustments
    (173 )     (140 )     (26 )     -       (626 )
Other comprehensive Income (loss)
  $ (173 )   $ (140 )   $ (26 )   $ -     $ (626 )
Comprehensive Income (Loss)
  $ 22,094     $ (23,723 )   $ 51,535     $ (11,525 )   $ (68,603 )
 
 
 
6

 

HYPERERA, INC
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)
The Period February 19, 2008 ( Date of Inception) through September 30, 2010

                     
Deficit
             
                      
Accumulated
   
Accumulated
       
                
Additional
   
During the
   
Other
   
Total
 
    
Common Stock
   
Paid-in
   
Development
   
Comprehensive
   
Stockholders'
 
    
Shares
   
Amount
   
Capital
   
Stage
   
Income (Loss)
   
Equity
 
Issuance of common stocks to shareholders @0.001 per share on February 19, 2008
    20,000,000     $ 20,000     $ -     $ -           $ 20,000  
                                               
Issuance of common stocks to shareholders @0.03 per share on March 31, 2008
    5,200,000     $ 5,200     $ 150,800                   $ 156,000  
                                               
Issuance of common stocks to shareholders @0.03 per share on April 28, 2008
    1,400,000     $ 1,400     $ 40,600                   $ 42,000  
                                               
Issuance of common stocks to shareholders @0.03 per share on July 20, 2008
    1,200,000     $ 1,200     $ 34,800                   $ 36,000  
                                               
Issuance of common stocks to Williams @0.03 per share on July 20, 2008
    139,000     $ 139     $ 4,031                   $ 4,170  
                                               
Adjustment for Exchange rate changes
                                  $ (311 )   $ (311 )
                                                 
Net loss for the period ended December 31, 2008
                          $ (51,611 )           $ (51,611 )
Balance, December 31, 2008
    27,939,000     $ 27,939     $ 230,231     $ (51,611 )   $ (311 )   $ 206,248  
                                                 
Issuance of common stocks to shareholders @0.20 per share on December 15, 2009
    60,000     $ 60     $ 11,940                     $ 12,000  
                                                 
Adjustment for Exchange rate changes
                                  $ (142 )   $ (142 )
                                                 
Net loss for the period ended December 31, 2009
                          $ (38,633 )           $ (38,633 )
Balance, December 31, 2009
    27,999,000     $ 27,999     $ 242,171     $ (90,244 )   $ (453 )   $ 179,473  
                                                 
Issuance of common stocks to shareholders @0.20 per share on September 30, 2010
    2,030,000     $ 2,030     $ 403,970                     $ 406,000  
                                                 
Adjustment for Exchange rate changes
                                  $ (173 )   $ (173 )
                                                 
Net loss for the period ended September 30, 2010
                          $ 22,267             $ 22,267  
Balance, September 30, 2010
    30,029,000     $ 30,029     $ 646,141     $ (67,977 )   $ (626 )   $ 607,567  
 
 
7

 

HYPERERA, INC
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
 
   
Nine Months Ended
   
Nine Months Ended
   
Three Months Ended
   
Three Months Ended
   
February 19, 2008
 
   
September 30
   
September 30
   
September 30
   
September 30
   
(Date of Inception) to
 
   
2010
   
2009
   
2010
   
2009
   
September 30, 2010
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Operating Activities:
                             
Net Income (Loss)
  $ 22,267     $ (23,583 )   $ 51,561     $ (11,525 )   $ (67,977 )
Adjustments to reconcile net income to net cash provided
                                 
by operating activities:
                                       
Non-cash portion of share based legal fee expense
    -       -       -       -       4,170  
Account receivable
    (191,029 )     -       (138,529 )     -       (191,029 )
Prepaid expenses
    83,600       (207,998 )     110,324       -       (65,000 )
Loan to shareholders/officer
    -       115,000       -       -       -  
Account payable
    -       (212 )     -       (74 )     -  
Payroll liabilities
    -       (668 )     -       -       -  
Loan from shareholders
    45,011       39,858       13,884       358       98,642  
Net cash provided by operating activities
  $ (40,151 )   $ (77,603 )   $ 37,240     $ (11,241 )   $ (221,194 )
                                         
Investing Activities:
                                       
Net cash provided by investing activities
  $ -     $ -     $ -     $ -     $ -  
                                         
Financing Activities:
                                       
Proceeds from issuance of common stock
    300,856       -       300,856       -       566,856  
Net cash provided by financing activities
  $ 300,856     $ -     $ 300,856     $ -     $ 566,856  
                                         
Effect of  Exchange Rate on Cash
  $ (173 )   $ (140 )   $ (26 )   $ -     $ (626 )
Net increase (decrease) in cash and cash equivalents
  $ 260,532     $ (77,743 )   $ 338,070     $ (11,241 )   $ 345,036  
Cash and cash equivalents at beginning of the year
  $ 84,504     $ 92,770     $ 6,966     $ 26,268     $ -  
Cash and cash equivalents at end of year
  $ 345,036     $ 15,027     $ 345,036     $ 15,027     $ 345,036  
                                         
Supplemental schedule of non-cash investing and financing activities:
                         
Common stock issued pursuant to stock
                                       
subscription receivable (Note D)
  $ 105,144     $ -     $ 105,144     $ -     $ 105,144  

 

 
8

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE A- BUSINESS DESCRIPTION

Hyperera, Inc. (the “Company”), incorporated under the laws of Nevada on February 19, 2008, with registered address at 375 N. Stephanie, Suite 1411, Henderson, NV 89014.  Hyperera, Inc. operates its business in the U.S. as Hyperera USA, Inc. the Company’ s wholly owned branch located in the State of Illinois and has principal office at 2316 South Wentworth Avenue, Chicago, IL 60616.

In addition to our U.S. operation, we have one representative office in China. Hyperera Beijing Representative Office (“Hyperera Beijing”) was established on April 2, 2008.  It is a representative office on behalf of Hyperera, Inc. The office was closed effective on July 1, 2009; in order to developing and operating more efficiently, at the mean time, Hyperera, Inc established a subsidiary Hyperera Technology (Beijing) Co, Ltd in China in July 3, 2009 to replace the office to conduct and operate the business of trading services, distribution, and marketing of the surgery anesthesia clinic management software and ICU management system software and hardware system in Asia.

Hyperera Technology (Beijing) Co, Ltd, as the wholly owned subsidiary, is registered on July 3, 2008 in China.  Hyperera Technology (Beijing), Ltd is located at Room 11A, Block B, Kingwing Hotel, No. 17 Dongsanhuan South Road, Chaoyang District, Beijing, China 100021.

Hyperera, Inc. is headquartered in 2316 South Wentworth Avenue, Chicago, IL 60616, USA.  The telephone number is 312-842-2288.

Hyperera Inc is a high-tech enterprise specialized in the surgery anesthesia clinic management software and intensive care unit (ICU) management system, control software research, development, software maintenance, upgrade and services. Our business is the sale of the surgery anesthesia clinic management software and ICU management system in Asia, and North America.

The surgery anesthesia clinic management software and ICU management system software is developed in China by Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”).  It was established in 2002 specializing in technology developed and service, sales of computer hardware and software, machine and electric equipment.  Beijing Chaoran Chuangshi Technology Co., is located in No.28 Mujiu Road, Mujiayu Town, Miyun, Beijing, China.  On March 1st, 2008, Hyperera, Inc. signed a long-term distribution agreement with Beijing Chaoran Chuangshi Technology Co.  Beijing Chaoran Chuangshi Technology Co is a Chinese Technology company owned 100% by Mr.Liancheng Li, a Chinese national, the founder of the company.

 
9

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
 
At September 30, 2010 and for the three months and nine months then ended respectively, the financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.
 
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
 
The Company has determined the United States dollars to be its functional currency for Hyperera; People’s Republic of China Chinese Yuan Renminbi to be its functional currency in Hyperera Beijing subsidiary. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2010, there was $ 345,036 cash and cash equivalents.

Property, Plant, and Equipment Depreciation

Property, plant, and equipment are stated at cost.  Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets.  As of September 30, 2010, there were no fixed assets in the Company’s balance sheets.

Comprehensive Income (Loss)

The company’s comprehensive income (loss) is comprised of net income (loss), unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging. As of September 30, 2010, the company has $ 173 comprehensive loss.

 
10

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

The Company accounts for stock issued for services using the fair value method.  In accordance with FASB ASC 505, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.

Net Loss Per Common Share

Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period.  Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

The Company only issued one type of shares, i.e., common shares only.  There are no other types securities were issued.  Accordingly, the diluted and basics net loss per common share are the same.

Prepaid Expense to Supplier

On April, 2010, the Company wire transferred $ 195,000 to Beijing Chaoran for prepaid software purchase orders.  On September, 2010, $ 130,000 of prepayment to supplier was became Cost of Good Sold. Therefore, there is $ 65,000 prepayment to supplier as of September 30, 2010.

Prepaid to Supplier:
     
4/2/2010
Prepaid to Chaoran
  $ 175,000  
4/8/2010
Prepaid to Chaoran
  $ 20,000  
6/15/2010
COGS
  $ (30,000 )
9/30/2010
COGS
  $ (100,000 )
9/30/2009
Total Prepaid to Supplier
  $ 65,000  

Account Receivable

As of September 30, 2010, the Company has $191,029 account receivable from three of software customers: Xicheng District Beijing Hospital of $5,000; Second Artillery General Hospital of $103,088; and Teda Hospital (Tianjin) of $82,941.

 
11

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

In accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,” the Company recognizes sales revenue for hardware, software and customized clinical information systems sales when it is realized or realizable and earned.

The Company must meet all of the following four criteria under SAB 104 to recognize revenue:

 
·
Persuasive evidence of an arrangement exists
 
·
Delivery has occurred
 
·
The sales price is fixed or determinable
 
·
Collection is reasonably assured

 
(1)
Sales of Hardware

For most of the Company’s hardware product sales, these criteria are met at the time the product is shipped. The Company recognizes revenue from the sale of hardware products, and software bundled with hardware that is essential to the functionality of the hardware sold by the Company in accordance with general revenue recognition accounting guidance based on guidance in SAB 104 and FASB ASC 605-25.

As of September 30, 2010, the company sold total of hardware products for $162,840, which had no bundled system operation software.

 
(2)
Sales of Software

In accordance with FASB ASC 605-25 and FASB ASC 985-605-25, “Revenue Recognition,” the Company recognizes software sales revenue when it is realized or realizable and earned. Revenue is realized or realizable when the product is exchanged for cash or for claim to cash or other assets that are readily convertible into known amounts of cash. The Company must meet all of the following four criteria under FASB ASC 605-25 and FASB ASC 985-605-25 to recognize software revenue:

 
12

 

HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

 
·
Persuasive evidence of an arrangement exists
 
·
Delivery has occurred
 
·
The vendor’s fee is fixed or determinable
 
·
Collectability is probable.
 
The Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software products, (ii) sales of software upgrades and (iii) sales of software bundled with hardware not essential to the functionality of the hardware.

The Company’s CIS software is standalone, and as of September 30, 2010, there was $298,529 CIS software sold to three customers, which include $ 62,500 sold to Xicheng District Beijing Hospital in the period of April to June 2010, and $ 133,088 sold to Second Artillery General Hospital, and $ 102,941 sold to Teda Hospital of Tianjin in the period of July to September 2010.

 
(3)
Multiple-element Arrangement for Sales of Hardware, Software and CIS:

We currently recognize multiple-element sales revenue pursuant to FASB ASC Topic 985-605 Software, Revenue Recognition, or ASC 985-605. We generate revenue from the sale of our software products sold directly to end-users.  We also generate revenue from sales of hardware and third party software, implementation, training, software customization, post-contract support (maintenance).  A typical system contract contains multiple elements of the above items. FASB ASC Topic 985-605-25, Software, Revenue Recognition, Multiple Elements, or ASC 985-605-25, as amended, requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair values of those elements. The fair value of an element must be based on vendor specific objective evidence ("VSOE"). We limit our assessment of VSOE for each element to either the price charged when the same element is sold separately or the price established by management having the relevant authority to do so, for an element not yet sold separately. VSOE calculations are updated and reviewed at the end of each quarter or annually depending on the nature of the product or service.

In accordance with paragraph 7-19 of EITF 99-19, "Reporting Revenues Gross as a Principal versus Net as an Agent", the Company will recognize revenues on a gross basis.

 
13

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

EITF 99-19 discusses whether revenues and cost of goods sold to arrive at gross profit and their corresponding assets and liabilities should be recorded at gross or net.

The following indicators of gross revenue recognition are existed in the Company:

 
·
Acts as principal in the transaction.
 
·
Has risk and rewards of ownership, such as risk of loss for collection, delivery and returns, and
 
·
Takes title to the products,
 
·
Flexibility in pricing
 
·
Assumes credit risk;
 
·
The company can change the products or perform part of the service, and the Company customizes the supplier’s software based on customer’s needs.

All the indicators of net revenue reporting (EITF 99-19, paragraph 15-19) are not existed in the Company.

Professional Fee

For the nine months period of January to September 2010, the Company incurred $56,685 of professional expense, which include $14,846 was expensed from July 1 to September 30, 2010.

For the total professional fees of $56,685 for the nine months period of January to September 30, 2010, there were SEC filing consulting fee of $23,000, legal fee of $11,983, auditing fee of $15,000, Edgar fees of $6352.72, and other accounting related fees of $349.27.  The significant increase of professional fees in 2010 comparing with the amount of $13,816.60 in 2009 is due to the facts that majority of SEC filing activities was incurred during period from January to July 2010.

 
14

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Expenses

From the nine months period of January 1, 2010 to September 30, 2010, 2009, and 2008, there’s total of $ 108,163, $ 23,632, and $ 45,472 operating expenses respectively.  Details shows in the Exhibit A.

For the three months period of July 1, 2010 to September 30, 2010, 2009, and 2008, there was total of $ 31,529, $ 11,532, and $40,178 operating expenses respectively.  Details shows in the Exhibit B.

Operating Leases
  
The Company entered into two leases for its corporate offices under terms of non-cancelable operating leases. The first lease term is from March 1, 2008 through February 28, 2011 and requires a $ 600 monthly lease payment. This office space is the corporate office of US, and is leased from a related party, which is the Company’s officer Simon Bai. For the nine months period of January to September 2010 and 2009, there was $5,400 rent expense incurred for both years.

The second lease is the office space for China’s subsidiary in Beijing. The lease term runs from July 1, 2009 through June 30, 2011 and required a RMB 17,552 monthly lease payment. For the period of January to September 2010 and 2009, there was USD $23,197 and $ 8,142 rent expenses incurred correspondingly.

Therefore, there was total of $ 28,597 and $ 13,542 rent expenses for the nine months end September 30, 2010 and 2009; and total of $ 12,124 and $ 9942 rent expenses for the three months end September 30, 2010 and 2009.

NOTE C – RELATED PARTY TRANSACTIONS

Loans from Shareholders

As of September 30, 2010, the Company’s officer, Mr. Zhiyong Li have loaned $ 98,642 to Hyperera China Subsidiary for operating and administrating expenses.

 
15

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Common Shares Issued to Executive and Non-Executive Officers and Directors

As of September 30, 2010, total 20,400,000 shares were issued to officers and directors were not changed.  But, the total outstanding shares were changed to 30,029,000; the percentage of common shares issued to executive and non-executive officers and directors have been changed accordingly. Please see the Table below for details:

Name
 
Title 
 
Share QTY
   
Amount
 
Date
 
% of Common
Share
 
                               
Zhi Yong Li
 
Chairman
    10,000,000     $ 10,000.00  
2/19/2008
    33.30 %
                               
Wei Wu
 
President
    5,000,000     $ 5,000.00  
2/19/2008
    16.65 %
                               
Hui Tao Zhou
 
Director
    5,000,000     $ 5,000.00  
2/19/2008
    16.65 %
Jian Wu Zhang
 
Director
    100,000     $ 3,000.00  
3/31/2008
    0.33 %
Ming Liu
 
Director
    100,000     $ 3,000.00  
3/31/2008
    0.33 %
Hong Tao Bai
 
Vice-President
    100,000     $ 3,000.00  
3/31/2008
    0.33 %
Nan Su
 
CTO
    100,000     $ 3,000.00  
3/31/2008
    0.33 %
Simon Bai
 
CFO
                      0.00 %
Total
        20,400,000     $ 32,000.00         67.92 %

Cost of Goods Sold

The Company’s purchase cost is primarily from supplier, Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”), owned 100% by Mr.Liancheng Li, the father of Mr. Zhiyong Li.  The management believes that the purchase price for the parts will be market price.

 
16

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

  
Cost of Goods Sold (Continue)

The products the Company will sell are provided by Beijing Chaoran Chuangshi Technology Co., Ltd.  Beijing Chaoran was established in 2002 specializing in management information system applied in power industry.  The Company signed a two-year software license and distribution agreement with Beijing Chaoran on March 1, 2009. Under the terms of the agreement Beijing Chaoran authorizes Hyperera to be its exclusive sales and service agent for suegery anesthesia clinic management software and ICU management system product lines. The product lines shall include the products that Beijing Chaoran developed before the agreement signed and the products that will be developed solely by Beijing Chaoran during the term of the agreement.  Beijing Chaoran is the exclusive supplier of the products Hyperera sells.  The management Hyperera, Inc. believes that the purchase price for the system and software from Hyperera will be market price.  Hyperera, Inc. and Beijing Chaoran are two totally separated entities, i.e., Hyperara, Inc. is a USA corporation and will fully comply with USA regulations and USA general accepted accounting principles; Beijing Chaoran is a Chinese company and it will comply with Chinese legal systems.  Hyperera, Inc. and Beijing Chaoran will operate independently.  Beijing Chaoran, as a Chinese local company, will record their software and hardware costs based on the Chinese accounting regulations rulings.  But, when Hyperera, Inc. purchases the software and hardware and the services from Beijing Chaoran, Hyperera, Inc. will record the actual costs paid to Beijing Chaoran as long as the products or services been delivered to Hyperera, Inc. by Beijing Chaoran.

The management of Beijing Chaoran disclosed to Hyperera, Inc. that Beijing Chaoran adopted the cost plus pricing policies with market adjustment, negotiable with customers.  Beijing Chaoran adopted the cost plus system for all the products for all customers including the product, surgery anesthesia clinic management software and ICU management system exclusively distributed by Hyperera, Inc.  Specifically, the selling price for Beijing Chaoran is determined by total actual cost of direct materials (hardware), direct labor, and allocated overhead, plus 5-10% of total cost.

In March 1, 2009, the Company placed order to purchase the three hardware parts through Beijing Chaoran, the total cost of the hardware purchase is $207,998.00, the amount of  $59,998 and $ 148,000 was prepaid on March 9 and 18, 2009 respectively.

And the prepaid amount of $59,998 became cost of good sold as of December 31, 2009, and the prepaid amount of $148,000 became cost of good sold as of March 31, 2010.

From June to September 2010, the Company purchased $ 182,941 software parts through Beijing Chaoran for resale them to three of customers.

 
17

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE D – SHAREHOLDERS’ EQUITY

Under the Company’s Articles of Incorporation dated February 19, 2008, the Company is authorized to issue 200,000,000 shares of capital stock with a par value of $0.001.

On Feburary19, 2008, the Company was incorporated in the State of Nevada.

On February 19, 2008, , the Company issued 20,000,000 shares to three founders of the Company, Zhiyong Li, Wei Wu, and Huitao Zhou  at $0.001 per share or $20,000 for initial capital (stock subscription receivable).

On March 31, 2008, the Company issued total 5,200,000 shares to 52 shareholders at $0.03 per share or $156,000 for common stock (stock subscription receivable).

On April 28, 2008, the Company issued additional 1,400,000 shares to 14 shareholders at $0.03 per share or $42,000 for common stock (stock subscription receivable).

On July 20, 2008, additional 1,200,000 shares were issued to 7 shareholders at $ 0.03 per share, and the total proceeds of $36,000 were received.

On July 20, 2008, 139,000 shares were issued to Williams Law Group at $ 0.03 per share for the legal service value $4,170.

At December 15, 2009, additional 60,000 shares were issued to 3 shareholders, Baozhong Fu, Long Zhang, and Xuefeng Zhang, Chinese citizens, at $ 0.20 per share, and the total proceeds of $12,000 were received.

On September 10, 2010, additional 2,030,000 shares were issued to 79 shareholders, Chinese citizens, at $ 0.20 per share or $ 406,000 for common stock (stock subscription receivable).

Therefore, as of September 30, 2010, the company has a total of 30,029,000 shares were issued and outstanding.

 
18

 

HYPERERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 
NOTE D – SHAREHOLDERS’ EQUITY (Continue)

Stock Subscription Receivable

At February 19, 2008, the Company had receivables from its four founding stockholders aggregating $20,000 for the purchase of their Company common stock.

At March 31, 2008, the Company had receivables from its 52 shareholders aggregating $ 156,000 for the purchase of their Company common stock.

And at April 28, 2008, the Company had receivables from its 14 shareholders aggregating $ 42,000 for the purchase of their Company common stock.

All receivables of the above $ 218,000 were subsequently paid in full in July 2008.

At September 10, 2010, the Company had receivables from its 79 shareholders aggregating $ 406,000 for the purchase of their Company common stock. $ 300,856 was paid in September 14 and 20.

Therefore, there was $ 105,144 stock subscription receivable outstanding as of September 30, 2010.

NOTE E – GOING CONCERN

As shown in the accompanying financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern, the Company has incurred operating income of $22,267 and cumulative operating loss of $67,977 for the cumulative period February 19, 2008 (inception) through September 30, 2010, respectively. The Company is considered to be a development stage company.

The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.

The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.

 
19

 

Exhibit A

   
Nine Month Ended
   
Nine Month Ended
   
Nine Month Ended
 
    
September 30
   
September 30
   
September 30
 
    
2010
   
2009
   
2008
 
Expense
                 
Administration Expense
    73.53       0.00       0.00  
Automobile Expense
    147.06       0.00       0.00  
Bank Service Charges
    579.42       203.64       153.59  
License & Registration
    7,720.17       1,783.19       1,311.00  
Meals and Entertainment
    54.41       300.00       115.86  
Telephone Expense
    780.00       155.00       0.00  
Office Supplies
    4,373.70       0.00       101.00  
Other
    0       0.00       0.00  
Postage
    3.52       60.00       0.00  
Payroll Expenses
    0.00       4,292.75       2,810.73  
Professional Fees
    56,685.45       778.00       31,422.29  
 Rent Expense
    28,596.68       13,542.00       6,929.58  
Tax-China Operation
    0.00       271.00       251.73  
Travel Expense
                       
Air Tickets
    8,760.16       2,043.00       2,243.95  
Lodging & Hotel
    118.83       202.99       0.00  
Visa Application Fee
    0.00       0.00       132.86  
Total Travel Expense
    8,878.99       2,245.99       2,376.81  
Utilities
    270.35       0.00       0.00  
Total Expense
    108,163.28       23,631.57       45,472.59  
 
 
20

 

Exhibit B
   
Three Month Ended
   
Three Month Ended
   
Three Month Ended
 
   
September 30
   
September 30
   
September 30
 
   
2010
   
2009
   
2008
 
Expense
                 
Bank Service Charges
    279.42       46.02       92.84  
License & Registration
    0.00       1,484.19       0.00  
Meals and Entertainment
    54.41       0.00       0.00  
Office Supplies
    3,153.23       0.00       0.00  
Postage
    0.00       60.00       0.00  
Payroll Expenses
    0.00       0.00       2,096.44  
 Professional Fees
    14,845.75       0.00       31,170.00  
 Rent Expense
    12,124.46       9,942.00       4,529.58  
Tax-China Operation
    0.00       0.00       45.52  
Travel Expense
                       
Air Tickets
    747.06       0.00       2,243.95  
Lodging & Hotel
    118.83       0.00       0.00  
Visa Application Fee
    0.00       0.00       0.00  
Total Travel Expense
    865.89       0.00       2,243.95  
Utilities
    205.88       0.00       0.00  
Total Expense
    31,529.04       11,532.21       40,178.33  

 
 
 
21

 
  
Item 2.   Management’s Discussion and Analysis or Plan of Operation.
 
This 10−Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing else where in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. Refer also to "Cautionary Note Regarding Forward Looking Statements" and “Risk Factors” below.

Overview

Our business is sale of hardware and software and customization of clinical information system software for medical clinics and hospitals in China and throughout Asia.   We have been developing our infrastructure to begin to sell the clinical information system software and have generated sales revenues of $461,369 as of September 30, 2010.

The Clinical Information System of we sell was developed in China by Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”).  It was established in 2002 specializing in technology developed and service, sales of computer hardware and software, machine and electric equipment.  Beijing Chaoran is located in No.28 Mujiu Road, Mujiayu Town, Miyun,  Beijing, China.  Beijing Chaoran is a Chinese Technology company owned 100% by Mr.Liancheng Li, the father of our Chairman Zhi Yong Li.

We signed a three-year software distribution agreement with Beijing Chaoran on March 1, 2009. Under the terms of the agreement Beijing Chaoran authorizes Hyperera to be its exclusive sales and service agent for surgery anesthesia clinic management software and ICU management system product lines. The product lines shall include the products that Beijing Chaoran developed before the agreement signed and the products that will be developed by Beijing Chaoran during the term of the agreement.  Beijing Chaoran is the exclusive supplier of the products Hyperera sells.  The purchase price Hyperera will pay for all products subject to this agreement will be comparable to what Hyperera would have paid a non-related party in arm’s-length transactions.  Specifically, the selling price for Beijing Chaoran is determined by total actual cost of direct materials (hardware), direct labor, and allocated overhead, plus 5-10% of Beijing Chaoran’s total purchase cost if Beijing Chaoran resell to Hyperera.

On June 13, 2010, the Company sold surgery anesthesia system with installation service for Xicheng District Beijing Hospital for $62,500.  On August 20, 2010, the Company sold surgery anesthesia system with installation service for Second Artillery General Hospital for $133,088.  On August 15, 2010, the Company sold surgery anesthesia system with installation service for Teda Hospital (tianjin) for $102,941.  All the systems were sold and installation services were completed before September 1, 2010.  The Company also sold computer hardware for $162,840 during March 2010.

Our operations depend heavily on the continuation of our distribution agreement with Beijing Chaoran.  The agreement with Beijing Chaoran is for a term of three years commencing March 1, 2009, subject to earlier termination upon terms described in the Agreement. Although we believe such events are not likely, if they were to occur, we may not be able to find alternative suppliers if the agreement is terminated or not renewed which could reduce our revenues or cause us to cease operations.

 
22

 

Results of Operations

For the three months ended September 30, 2010 vs. September 30, 2009.

Revenue

For the three months ended September 30, 2010, the Company sold surgery anesthesia system and provided installation service for Second Artillery General Hospital for $133,088; and the Company sold surgery anesthesia system and provided installation service for Teda Hospital (tianjin) for $102,941.  The total revenue was $236,029.

For the three months ended September 30, 2009, there were no sales.

Cost of Revenue

For the three months ended September 30, 2010, the Company incurred cost of goods sold for the products purchased from Beijing Chaoran was $152,941.

For the three months ended September 30, 2009, there was no cost of goods sold incurred.

Expense

For the three months ended September 30, 2010, the Company incurred selling, general and administrative expenses of $31,529.  The primary expenses were professional fees of $14,876 related to legal, consulting, accounting and audit fees, as well as rental expense of $12,124.

For the three months ended September 30, 2009, the Company incurred selling, general and administrative expenses of $11,532.

Income Taxes

The Company had accumulated net loss of $68,603 at September 30, 2010.  There were no income taxes.

Net Income

For three months ended September 30, 2010, the Company incurred net income of $51,535; for three months ended September 30, 2009, the Company had net loss of $11,525.

For the nine months ended September 30, 2010 vs. September 30, 2009.

Revenue

For the nine months ended September 30, 2010, the Company had total revenue of $461,369. On June 13, 2010, the Company sold surgery anesthesia system with installation service for Xicheng District Beijing Hospital for $62,500.  On August 20, 2010, the Company sold surgery anesthesia system with installation service for Second Artillery General Hospital for $133,088.  On August 15, 2010, the Company sold surgery anesthesia system with installation service for Teda Hospital (tianjin) for $102,941.  All the systems were sold and installation services were completed before September 1, 2010.  The Company also sold computer hardware for $162,840 in March 2010.

For the nine months ended September 30, 2009, there were no sales.

 
23

 

Cost of Revenue

All the products sold were purchased from Beijing Chaoran.  For the nine months ended September 30, 2010, the Company incurred total cost of goods sold $330,941 for the products purchased from Beijing Chaoran.

For the nine months ended September 30, 2009, there was no cost of goods sold incurred.

Expense

For the nine months ended September 30, 2010, the Company incurred selling, general and administrative expenses of $108,163.  The primary expenses were professional fees of $56,685 related to legal, consulting, accounting and audit fees, as well as rental expense of $28,596.

For the nine months ended September 30, 2009, the Company incurred selling, general and administrative expenses of $23,632.

The increase of selling, general and administrative expenses in 2010 vs 2009, was due to the increase of professional services related to SEC filings, legal consulting, accounting, etc.

Income Taxes

The Company had accumulated net loss of $68,603 at September 30, 2010.  There were no income taxes.

Net Income

For nine months ended September 30, 2010, the Company incurred net income of $22,267; for nine months ended September 30, 2009, the Company had net loss of $23,583.  At September 30, 2010, the Company had accumulated net loss of $67,977.

Commitments and Contingencies

The Company has signed a three year agreement with Beijing Chaoran.  Our operations depend heavily on the continuation of our distribution agreement with Beijing Chaoran.  The agreement with Beijing Chaoran is for a term of three years commencing March 1, 2009, subject to earlier termination upon terms described in the Agreement. Although we believe such events are not likely, if they were to occur, we may not be able to find alternative suppliers if the agreement is terminated or not renewed which could reduce our revenues or cause us to cease operations.

Foreign Currency Translation

The Company has determined the United States dollars to be its functional currency for Hyperera’s operation in USA; People’s Republic of China Chinese Yuan Renminbi to be its functional currency in Hyperera Beijing.  Assets and liabilities were translated to U.S. dollars at the period-end exchange rate.  The exchange rate of issuance of common stocks to shareholders was used as one U.S. dollar to 6.5 Chinese Yuan (RMB).  Statement of operations amounts were translated to U.S. dollars using the historic rate, i.e., the rate at the last date of each month during the year.  Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

 
24

 

Liquidity and Capital Resources

   
At September 30
   
At September 30
   
At September 30
 
   
2010
   
2009
   
2008
 
                   
Current Ratio
    7.16       5.51       149.83  
Cash
  $ 345,036     $ 15,027     $ 14,127  
Woking Capital
  $ 607,567     $ 182,524     $ 212,704  
Total Assets
  $ 706,209     $ 223,025     $ 213,204  
Total Liabilities
  $ 98,642     $ 40,501     $ 1,423  
                         
Total Equity
  $ 607,567     $ 182,524     $ 212,704.00  
                         
Total Debt/Equity
    0.16       0.22       0.01  

*Current Ratio = Current Assets /Current Liabilities

** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.

The Company had cash and cash equivalents of $345,036 at September 30, 2010 and the working capital of $607,567, and cash and cash equivalent of $15,027 at September 30, 2009 and the working capital of $182,524.

Our independent auditor has indicated that there is substantial doubt about our ability to continue as a going concern due to the Company’s short operating history and heavy concentration of customers.  The Company’s short operating history and financial resources raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.   However, from the period January to September 2010, the Company generated sales revenue of $461,369, and cumulative net loss of $67,977 from February 19, 2008 (date of inception) through September 30, 2010. The management believes that the revenues will be generated and its cash flows will be maintained to cover its operational costs during the next twelve months.

Shareholder’s Equity

The Company had total equity of $607,567 at September 30, 2010, and $182,524 at September 30, 2009, respectively.

On February 19, 2008, , the Company issued 20,000,000 shares to three founders of the Company, Zhiyong Li, Wei Wu, and Huitao Zhou  at $0.001 per share or $20,000 for initial capital (stock subscription receivable).

On March 31, 2008, the Company issued total 5,200,000 shares to 52 shareholders at $0.03 per share or $156,000 for common stock (stock subscription receivable).

On April 28, 2008, the Company issued additional 1,400,000 shares to 14 shareholders at $0.03 per share or $42,000 for common stock (stock subscription receivable).

On July 20, 2008, additional 1,200,000 shares were issued to 7 shareholders at $ 0.03 per share, and the total proceeds of $36,000 were received.

 
25

 

On July 20, 2008, 139,000 shares were issued to Williams Law Group at $ 0.03 per share for the legal service value $4,170.

At December 15, 2009, additional 60,000 shares were issued to 3 shareholders, Baozhong Fu, Long Zhang, and Xuefeng Zhang, Chinese citizens, at $ 0.20 per share, and the total proceeds of $12,000 were received.

On September 10, 2010, additional 2,030,000 shares were issued to 79 shareholders, Chinese citizens, at $ 0.20 per share or $ 406,000 for common stock (stock subscription receivable).

Therefore, as of September 30, 2010, the company has a total of 30,029,000 shares were issued and outstanding.
 
Item 3.  Quantitative and Qualitative Disclosure about Market Risk

Not applicable.
 
Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
 
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting
 
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act) during the fiscal quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
26

 
 
PART II — OTHER INFORMATION
 
Item 1.  Legal Proceedings.

None.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

(a)                 Unregistered Sales of Equity Securities.

The Registrant did not sell any unregistered securities during the three months ended September 30, 2010.

(b)                 Use of Proceeds.

The Registrant did not sell any unregistered securities during the three months ended September 30, 2010.
 
Item 3.  Defaults Upon Senior Securities

None.
 
Item 4. (Removed and Reserved).
 
Item 5.  Other Information.

Not applicable.
 
Item 6.  Exhibits.

(a)   Exhibits.

Exhibit
No.
 
Document Description
31.1
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
31.2
 
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
32.1
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
32.2
  
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
 

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
 
 
27

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Hyperera, Inc., a Nevada corporation

Title  
 
Name  
 
Date
 
   Signature
Principal Executive
Officer  
 
Zhi Yong Li  
 
November 19, 2010
 
/s/ Zhi Yong Li

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE
 
NAME
 
TITLE
 
DATE
/s/ Zhi Yong Li
 
Zhi Yong Li
 
Principal Executive Officer and
Director
 
November 19, 2010
/s/ Simon Bai
 
Simon Bai
 
Principal Financial Officer and
Principal Accounting Officer
 
November 19, 2010

 
28

 

EXHIBIT INDEX

Exhibit
No.
 
Document Description
31.1
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
31.2
 
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
32.1
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
32.2
  
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
 

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 
29

 
EX-31.1 2 v203430_ex31-1.htm
Exhibit 31.1

CERTIFICATION

I, Zhi Yong Li, certify that:

1. I have reviewed this report on Form 10-Q of Hyperera, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Hyperera, Inc.  
     
Dated: November 19, 2010
By:
/s/ Zhi Yong Li
   
Zhi Yong Li
   
Chief Executive Officer

 

 
EX-31.2 3 v203430_ex31-2.htm
Exhibit 31.2

CERTIFICATION

I, Simon Bai, certify that:

1. I have reviewed this report on Form 10-Q of Hyperera, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 19, 2010
By:
/s/ Simon Bai
   
Simon Bai
   
Chief Financial Officer

 

 
EX-32.1 4 v203430_ex32-1.htm
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended September 30, 2010 of Hyperera, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
Hyperera, Inc.
     
Dated: November 19, 2010
By:
/s/ Zhi Yong Li
   
Zhi Yong Li
   
Chief Executive Officer

 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Hyperera, Inc. and will be retained by Hyperera, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 
EX-32.2 5 v203430_ex32-2.htm
Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended September 30, 2010 of Hyperera, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 19, 2010
By:
/s/ Simon Bai
   
Simon Bai
   
Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Hyperera, Inc. and will be retained by Hyperera, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 
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