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)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller Reporting Company
|
x
|
PART I — FINANCIAL INFORMATION
|
|||||
Item 1.
|
Financial Statements.
|
||||
Item 2.
|
Management’s Discussion and Analysis or Plan of Operation.
|
4 | |||
Item 3.
|
Quantitative and Qualitative Disclosure about Market Risk.
|
9 | |||
Item 4.
|
Controls and Procedures.
|
9 | |||
PART II — OTHER INFORMATION
|
|||||
Item 1.
|
Legal Proceedings.
|
10 | |||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
10 | |||
Item 3.
|
Defaults Upon Senior Securities.
|
10 | |||
Item 4.
|
Mine Safety Disclosures.
|
10 | |||
Item 5.
|
Other Information.
|
10 | |||
Item 6.
|
Exhibits.
|
11 |
Consolidated Balance Sheet
|
F-2 | |||
Consolidated Statement of Operation
|
F-3 | |||
Statement of Shareholders Equity
|
F-4 | |||
Consolidated Statement of Cash Flow
|
F-5 | |||
Notes to Consolidated Financial Statements
|
F-6 | |||
Exhibit A
|
F-19 |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
CONSOLIDATED BALANCE SHEETS
|
March 31
|
December 31
|
|||||||
2013
|
2012
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 26,774 | $ | 34,896 | ||||
Total Current Assets
|
$ | 26,774 | $ | 34,896 | ||||
Other current assets:
|
||||||||
Prepaid Expenses
|
$ | - | $ | 13 | ||||
Accrued interest
|
233,618 | 272,079 | ||||||
Loans to Greensaver Corp
|
1,538,462 | 1,538,462 | ||||||
Loans to related supplier
|
9,754 | 5,873 | ||||||
Total Other Current Assets
|
$ | 1,781,834 | $ | 1,816,427 | ||||
Fixed assets:
|
||||||||
Furniture & Equipment, Net
|
$ | 25,114 | $ | 26,631 | ||||
Total Fixed Assets
|
$ | 25,114 | $ | 26,631 | ||||
TOTAL ASSETS
|
$ | 1,833,722 | $ | 1,877,954 | ||||
LIABILITIES & EQUITY
|
||||||||
Current liabilities:
|
||||||||
Account payable
|
$ | 700 | $ | 28,200 | ||||
Loan from shareholders
|
8,137 | 32,753 | ||||||
Loan from others
|
15,325 | 2,165 | ||||||
Payroll liabilities
|
6,154 | - | ||||||
Total current liabilities
|
$ | 30,316 | $ | 63,118 | ||||
Stockholders' Equity:
|
||||||||
Common stock, $0.001 par value;
|
||||||||
200,000,000 shares authorized;
|
||||||||
38,204,000 shares issued and outstanding.
|
$ | 38,204 | $ | 38,204 | ||||
Paid-in capital
|
2,344,364 | 2,344,364 | ||||||
Deficit accumulated during the development stage
|
(608,265 | ) | (596,012 | ) | ||||
Accumulated other comprehensive income (loss)
|
29,103 | 28,280 | ||||||
Total stockholders' equity
|
$ | 1,803,406 | $ | 1,814,836 | ||||
TOTAL LIABILITIES & EQUITY
|
$ | 1,833,722 | $ | 1,877,954 |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
CONSOLIDATED STATEMENTS OF LOSS
|
Three Month
Ended
March 31 |
Three Month
Ended
March 31 |
Cumulative from
February 19, 2008 (Date of Inception) Through
March 31,
|
||||||||||
2013
|
2012
|
2013
|
||||||||||
Revenues
|
$ | - | $ | - | $ | 228,858 | ||||||
Cost of Goods Sold
|
- | - | $ | 207,998 | ||||||||
Gross Profit
|
$ | - | $ | - | $ | 20,860 | ||||||
Operating expenses:
|
||||||||||||
Research and development
|
$ | - | $ | - | $ | - | ||||||
Selling, general and administrative expenses
|
46,889 | 58,062 | 931,219 | |||||||||
Depreciation and amortization expenses
|
3,844 | 2,380 | 25,507 | |||||||||
Total Operating Expenses
|
$ | 50,733 | $ | 60,442 | $ | 956,726 | ||||||
Operating Loss
|
$ | (50,733 | ) | $ | (60,442 | ) | $ | (885,133 | ) | |||
Investment income, net
|
$ | 38,480 | $ | 40,846 | $ | 327,868 | ||||||
Interest Expense, net
|
$ | - | $ | 2 | $ | 267 | ||||||
Loss before income taxes
|
$ | (12,253 | ) | $ | (19,598 | ) | $ | (608,265 | ) | |||
Income tax expense
|
$ | - | $ | - | $ | - | ||||||
Net loss
|
$ | (12,253 | ) | $ | (19,598 | ) | $ | (608,265 | ) | |||
- | ||||||||||||
Net loss per common share- Basics
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
Net loss per common share- Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
Other comprehensive income (loss), net of tax:
|
||||||||||||
Foreign currency translation adjustments
|
823 | - | 29,103 | |||||||||
Other comprehensive income (loss)
|
$ | 823 | $ | - | $ | 29,103 | ||||||
Comprehensive Income (Loss)
|
$ | (11,430 | ) | $ | (19,598 | ) | $ | (579,162 | ) |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
STATEMENT OF STOCKHOLDERS EQUITY
|
The Period February 19, 2008 ( Date of Inception) through March 31, 2013
|
Deficit
|
||||||||||||||||||||||||
Accumulated
|
Accumulated
|
|||||||||||||||||||||||
Additional
|
During the
|
Other
|
Total
|
|||||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
Comprehensive
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Income (Loss)
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2008
|
27,939,000 | $ | 27,939 | $ | 230,231 | $ | (51,611 | ) | $ | (311 | ) | $ | 206,248 | |||||||||||
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 | |||||||||||||||||
Issuance of common stocks
|
||||||||||||||||||||||||
to shareholders @0.20 per share
|
||||||||||||||||||||||||
on December 31, 2010
|
5,955,000 | $ | 5,955 | $ | 1,185,045 | $ | 1,191,000 | |||||||||||||||||
Adjustment for Rate Exchange
|
$ | 23,014 | $ | 23,014 | ||||||||||||||||||||
Net loss for the period
|
||||||||||||||||||||||||
ended December 31, 2010
|
$ | (191,234 | ) | $ | (191,234 | ) | ||||||||||||||||||
Balance, December 31, 2010
|
35,984,000 | $ | 35,984 | $ | 1,831,186 | $ | (281,478 | ) | $ | 22,561 | $ | 1,608,253 | ||||||||||||
Issuance of common stocks
|
||||||||||||||||||||||||
to shareholders @0.2 per
|
||||||||||||||||||||||||
share on January 1, 2011
|
50,000 | $ | 50 | $ | 9,950 | $ | 10,000 | |||||||||||||||||
Issuance of common stocks
|
||||||||||||||||||||||||
to shareholders @0.2153 per
|
||||||||||||||||||||||||
share on March 31, 2011
|
1,660,000 | $ | 1,660 | $ | 355,738 | $ | 357,398 | |||||||||||||||||
Issuance of common stocks
|
||||||||||||||||||||||||
to shareholders @0.30 per
|
||||||||||||||||||||||||
share on May 1, 2011
|
210,000 | $ | 210 | $ | 62,790 | $ | 63,000 | |||||||||||||||||
Issuance of common stocks
|
||||||||||||||||||||||||
to shareholders @0.20 per share
|
||||||||||||||||||||||||
on June 30, 2011
|
200,000 | $ | 200 | $ | 39,800 | $ | 40,000 | |||||||||||||||||
Issuance of common stocks
|
||||||||||||||||||||||||
to shareholders @0.45 per share
|
||||||||||||||||||||||||
on July 1, 2011
|
100,000 | $ | 100 | $ | 44,900 | $ | 45,000 | |||||||||||||||||
Adjustment for Rate Exchange
|
$ | 6,178 | $ | 6,178 | ||||||||||||||||||||
Net loss for the period
|
||||||||||||||||||||||||
ended December 31, 2011
|
$ | (114,285 | ) | $ | (114,285 | ) | ||||||||||||||||||
Balance, December 31, 2011
|
38,204,000 | 38,204 | 2,344,364 | (395,763 | ) | 28,739 | 2,015,544 | |||||||||||||||||
Adjustment for Rate Exchange
|
$ | (459 | ) | $ | (459 | ) | ||||||||||||||||||
Net loss for the period
|
||||||||||||||||||||||||
ended December 31, 2012
|
$ | (200,249 | ) | $ | (200,249 | ) | ||||||||||||||||||
Balance, December 31, 2012
|
38,204,000 | 38,204 | 2,344,364 | (596,012 | ) | 28,280 | 1,814,836 | |||||||||||||||||
Adjustment for Rate Exchange
|
$ | 823 | $ | 823 | ||||||||||||||||||||
Net loss for the period
|
||||||||||||||||||||||||
ended March 31, 2013
|
$ | (12,253 | ) | $ | (12,253 | ) | ||||||||||||||||||
Balance, March 31, 2013
|
38,204,000 | 38,204 | 2,344,364 | (608,265 | ) | 29,103 | 1,803,406 |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
STATEMENT OF CASH FLOWS
|
Three Month
Ended
March 31 |
Three Month
Ended
March 31 |
Cumulative from
February 19, 2008(Date of Inception) to
March 31,
|
||||||||||
2013
|
2012
|
2013
|
||||||||||
Operating Activities:
|
||||||||||||
Net loss
|
$ | (12,253 | ) | $ | (19,598 | ) | $ | (608,265 | ) | |||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Non-cash portion of share based legal fee expense
|
- | - | 4,170 | |||||||||
Non-cash portion of share based consulting fee expense
|
- | - | 20,000 | |||||||||
Depreciation expense
|
3,844 | 2,380 | 25,506 | |||||||||
Accrued interest receivable
|
38,462 | (40,820 | ) | (233,618 | ) | |||||||
Prepaid expenses
|
13 | - | - | |||||||||
Loans Greensaver Corp
|
- | - | (1,538,462 | ) | ||||||||
Loans to related supplier
|
(3,881 | ) | 1,538 | (9,754 | ) | |||||||
Loan from others
|
13,160 | - | 15,325 | |||||||||
Account payable
|
(27,500 | ) | (1,200 | ) | 700 | |||||||
Payroll liabilities
|
6,154 | - | 6,154 | |||||||||
Loan from shareholders
|
(24,616 | ) | - | 8,138 | ||||||||
Net cash provided by operating activities
|
$ | (6,617 | ) | $ | (57,700 | ) | $ | (2,310,106 | ) | |||
Investing Activities:
|
||||||||||||
Furniture & Equipment, Net
|
$ | (2,328 | ) | $ | (1,472 | ) | $ | (50,621 | ) | |||
Net cash provided by investing activities
|
$ | (2,328 | ) | $ | (1,472 | ) | $ | (50,621 | ) | |||
Financing Activities:
|
||||||||||||
Proceeds from issuance of common stock
|
$ | - | $ | - | $ | 2,358,398 | ||||||
Prepaid for stock purchase
|
- | - | - | |||||||||
Net cash provided by financing activities
|
$ | - | $ | - | $ | 2,358,398 | ||||||
Effect of Exchange Rate on Cash
|
$ | 823 | $ | - | $ | 29,103 | ||||||
Net increase (decrease) in cash and cash equivalents
|
$ | (8,122 | ) | $ | (59,172 | ) | $ | 26,774 | ||||
Cash and cash equivalents at beginning of the period
|
$ | 34,896 | $ | 113,597 | $ | - | ||||||
Cash and cash equivalents at end of period
|
$ | 26,774 | $ | 54,425 | $ | 26,774 |
(1)
|
The loan agreement was amended and extended to July 31, 2015;
|
(2)
|
Hyperera is no longer pursuing the joint venture with Greensaver Corporation;
|
(3)
|
Because Greensaver is incapable to repay the loan, the loan amount plus interest was paid only once at January 2013 for total RMB 500,000 by Greensaver as of today. The loan agreement was amended on March 2013 to provide for a monthly payment of $80,645 starting July 1, 2013 and continuing until the loan is paid off by July 2015.
|
(1)
|
Sales of Hardware
|
(2)
|
Sales of Software
|
·
|
Persuasive evidence of an arrangement exists
|
·
|
Delivery has occurred
|
·
|
The vendor’s fee is fixed or determinable
|
·
|
Collectability is probable.
|
(3)
|
Multiple-element Arrangement for Sales of Hardware, Software and CIS:
|
·
|
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.
|
Name
|
Title
|
Share QTY
|
Amount
|
Date
|
% of Common Share*
|
|||||||||||||
Zhi Yong Li
|
Chairman
|
10,000,000 | $ | 10,000.00 |
2/19/2008
|
26.18 | % | |||||||||||
Wei Wu
|
President
|
5,000,000 | $ | 5,000.00 |
2/19/2008
|
13.09 | % | |||||||||||
Hui Tao Zhou
|
Director
|
5,000,000 | $ | 5,000.00 |
2/19/2008
|
13.09 | % | |||||||||||
Jian Wu Zhang
|
Director
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | |||||||||||
Ming Liu
|
Director
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | |||||||||||
Hong Tao Bai
|
Vice-President
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | |||||||||||
Nan Su
|
CTO
|
100,000 | $ | 3,000.00 |
3/31/2008
|
0.26 | % | |||||||||||
Simon Bai
|
CFO
|
0.00 | % | |||||||||||||||
Total
|
20,400,000 | $ | 32,000.00 | 53.40 | % |
Three Month
Ended
March 31 |
Three Month
Ended
March 31 |
Cumulative from
February 19, 2008 |
||||||||||
2013
|
2012
|
2013
|
||||||||||
Operating Expenses
|
||||||||||||
Automobile Expenses
|
451 | 4,538 | 14,821 | |||||||||
Administration Expense
|
225 | - | 225 | |||||||||
Bank Service Charges
|
128 | 218 | 3,454 | |||||||||
Bank Interest
|
- | 31 | 31 | |||||||||
Computer and Internet Expenses
|
159 | - | 403 | |||||||||
Consulting Fees
|
- | - | 43,000 | |||||||||
Depreciation
|
3,844 | 2,380 | 25,506 | |||||||||
Employees Welfare Expense
|
- | 462 | 1,385 | |||||||||
Gift and promotion Expense
|
1,758 | 5,173 | 6,931 | |||||||||
small tools and equipment
|
- | 150 | 150 | |||||||||
Dues and Subscriptions
|
- | - | 110 | |||||||||
Insurance Expense
|
2,291 | 523 | 12,481 | |||||||||
License & Registration
|
399 | - | 12,743 | |||||||||
Meals and Entertainment
|
- | 1,820 | 14,811 | |||||||||
Meeting & Conference
|
- | - | 3,857 | |||||||||
Office Supplies
|
9,923 | 1,958 | 40,962 | |||||||||
Purchase of Bank Note
|
- | - | 7 | |||||||||
Supplies
|
- | - | 1,307 | |||||||||
Payroll Expenses
|
||||||||||||
Net Wage Payment-China
|
18,426 | 15,104 | 180,974 | |||||||||
Payroll Withholding Tax-China
|
35 | 39 | 4,437 | |||||||||
Total Payroll Expenses
|
18,461 | 15,143 | 185,412 | |||||||||
Postage
|
- | 802 | 1,977 | |||||||||
Professional Fees
|
||||||||||||
Legal Fee
|
- | - | 93,253 | |||||||||
Accounting & Auditing
|
- | - | 83,520 | |||||||||
SEC Filling Fee
|
- | 11,568 | 29,630 | |||||||||
Professional Fees - Other
|
300 | 300 | 127,961 | |||||||||
Professional Fees
|
300 | 11,868 | 334,365 | |||||||||
Rent Expense
|
- | |||||||||||
Rent Expense - China Subsidiary
|
9,574 | 8,101 | 124,901 | |||||||||
Rent Expense - US Corporation
|
1,800 | 1,800 | 36,600 | |||||||||
Rent Expense - Other
|
- | - | 3,024 | |||||||||
Rent Expense
|
11,374 | 9,901 | 164,524 | |||||||||
Tax-China Operation
|
||||||||||||
Income Tax - China
|
- | - | 317 | |||||||||
Local Operation Tax - China
|
- | - | 11,149 | |||||||||
Tax-China Office Operation
|
- | - | 11,466 | |||||||||
Telephone Expense
|
- | - | 1,213 | |||||||||
Travel Expense
|
||||||||||||
Air Tickets
|
- | 1,672 | 41,857 | |||||||||
Visa Application Fee
|
- | - | 133 | |||||||||
Transportation expenses
|
- | 639 | 9,768 | |||||||||
Lodging & Hotel
|
838 | 1,865 | 12,388 | |||||||||
Travel Expense
|
838 | 4,176 | 64,146 | |||||||||
Vehicle and Vessel Usage Tax
|
- | - | 74 | |||||||||
Utilities
|
582 | 1,302 | 11,366 | |||||||||
Total Expense
|
$ | 50,733 | $ | 60,442 | $ | 956,726 |
(1)
|
The loan agreement was amended and extended to July 31, 2015;
|
(2)
|
Hyperera is no longer pursue the joint venture with Greensaver Corporation ;
|
(3)
|
Because Greensaver is incapable to repay the loan, the loan amount plus interest was paid only once at January 2013 for total RMB 500,000 by Greensaver as of today.The loan agreement was amended on March 2013 to provide for a monthly payment of $80,645 starting July 1, 2013 and continuing until the loan is paid off by July 2015.
|
At March 31
|
At March 31
|
At December 31
|
||||||||||
2013
|
2012
|
2012
|
||||||||||
Current Ratio*
|
60.49 | 18.11 | 29.75 | |||||||||
Cash
|
$ | 26,774 | $ | 54,425 | $ | 34,896 | ||||||
Working Capital***
|
$ | 1,779,291 | $ | 1,963,087 | $ | 1,788,205 | ||||||
Total Assets
|
$ | 1,833,722 | $ | 2,110,680 | $ | 1,877,954 | ||||||
Total Liabilities
|
$ | 30,316 | $ | 114,734 | $ | 63,118 | ||||||
Total Equity
|
$ | 1,803,406 | $ | 1,995,946 | $ | 1,814,836 | ||||||
Total Debt/Equity**
|
0.02 | 0.06 | 0.03 |
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
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
Title
|
Name
|
Date
|
Signature
|
|||
Principal Executive Officer
|
Zhi Yong Li
|
May 20, 2013
|
/s/ Zhi Yong Li
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/ Zhi Yong Li
|
Zhi Yong Li
|
Principal Executive Officer and Director
|
May 20, 2013
|
|||
/s/ Simon Bai
|
Simon Bai
|
Principal Financial Officer and
|
May 20, 2013
|
|||
Principal Accounting Officer
|
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 *
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CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
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Exhibit 101
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Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
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101.INS
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XBRL Instance Document**
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101.SCH
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XBRL Taxonomy Extension Schema Document**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document**
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1.
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I have reviewed this report on Form 10-Q of Hyperera, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Hyperera, Inc.
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Dated: May 20, 2013
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By:
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/s/ Zhi Yong Li
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Zhi Yong Li
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Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q of Hyperera, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Dated: May 20, 2013
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By:
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/s/ Simon Bai
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Simon Bai
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Chief Financial Officer
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Hyperera, Inc.
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Dated: May 20, 2013
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By:
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/s/ Zhi Yong Li
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Zhi Yong Li
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Chief Executive Officer
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Dated: May 20, 2013
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By:
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/s/ Simon Bai
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Simon Bai
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Chief Financial Officer
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RELATED PARTY TRANSACTIONS
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Note C. RELATED PARTY TRANSACTIONS | Common Shares Issued to Executive and Non-Executive Officers and Directors
As of March 31, 2013, total 20,400,000 shares were issued to officers and directors were not changed. And the total outstanding shares were 38,204,000; 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:
* The percentage was based on the total outstanding shares of 38,204,000 as of March31, 2013.
Loans from Shareholders
On March 2, 2008, founder of the Company, Mr. Zhiyong Li opened a bank account at Chicago branch with CitiBank. Mr. Zhiyong Li loaned $500.00 to the Company to open the bank account, and the same amount have returned back to him on March, 2009. In the year of 2009, the Companys founder and CEO, Mr. Zhiyong Li have loaned $53,631 to Beijing subsidiary, Hyperera Technology (Beijing) Co. Ltd for operating and administrating expenses.
In 2010, the Company repaid the loan balance to Mr. Li Zhiyong. As of December 31, 2010, there was travel related expense of $985 paid by Mr. Li Zhiyong, which was accounted as loans from shareholders.
From January to March 31, 2011, there were no additional loans from Mr. Li Zhiyong. Therefore, as of March 31, 2011, the total balance of Loans from Shareholders was $985.
From April to June 30, 2011, Mr. Zhiyong Li advanced additional amount of $6,901 to the Company. The loans would be repaid as request without interest. As of December 31, 2011, the balance of loan from Shareholder was $7,886.
In 2012, Mr. Zhiyong Li advanced additional $24,867 to the Company. Therefore, as of December 31, 2012, the balance of loan from Shareholder was $32,753. The loans would be repaid as request without interest.
For the period January 1 to March 31, 2013, the Company returned $ 24,616 back to the shareholder. Therefore, as of March 31, 2013, the balance of loan from Shareholder is $8,137. The loans would be repaid as request without interest.
Loans to Related Party Supplier- Beijing Chaoran
From October to December 2010, the Company advanced short-term loans of $995,836 as of December 31, 2010 to related party supplier, Beijing Chaoran. The interest rate was agreed at annual rate of 3.0%, the accrued interest receivables were $3,127. The repayment terms were demanded as request by the Company.
From January to March 31, 2011, the Company advanced additional short-term loans of $747,500 to related party supplier, Beijing Chaoran. The interest rate was estimated at annual rate of 3%, the accrued interest receivables were $9,273.
On April 15, 2011, Beijing Chaoran returned the loan amount of $1,538,462 to the Company; the Company signed a loan agreement with un-related party Greensaver Corporation to advance loan amount of $1,538,462 at annual interest rate of 10%. The loan term is for short-term 6 months.
As of December 31, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran was $5,873, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
As of March 31, 2013, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $ 9,754, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
Cost of Goods Sold
The Companys 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.
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 of 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 assume the product and service liabilities with customers, and Hyperera, Inc. 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.
For the three months ended March 31, 2013 and 2012, there was no cost of goods sold incurred. |