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
|
o
|
PART I — FINANCIAL INFORMATION
|
|||||
Item 1.
|
Financial Statements.
|
3 | |||
Item 2.
|
Management’s Discussion and Analysis or Plan of Operation.
|
4 | |||
Item 3.
|
Quantitative and Qualitative Disclosure about Market Risk.
|
10 | |||
Item 4.
|
Controls and Procedures.
|
10 | |||
PART II — OTHER INFORMATION
|
|||||
Item 1.
|
Legal Proceedings.
|
11 | |||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
11 | |||
Item 3.
|
Defaults Upon Senior Securities.
|
11 | |||
Item 4.
|
Mine Safety Disclosures.
|
11 | |||
Item 5.
|
Other Information.
|
11 | |||
Item 6.
|
Exhibits.
|
12 |
Consolidated Balance Sheet | F-1 | |||
Consolidated Statement of Operation | F-2 | |||
Statement of Shareholders Equity | F-3 | |||
Consolidated Statement of Cash Flow | F-4 | |||
Notes to Consolidated Financial Statements | F-5 | |||
Exhibit A | F-18 |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
CONSOLIDATED BALANCE SHEETS
|
June 30
|
December 31
|
|||||||
2013
|
2012
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 100,930 | $ | 34,896 | ||||
Total Current Assets
|
$ | 100,930 | $ | 34,896 | ||||
Other current assets:
|
||||||||
Prepaid Expenses
|
$ | - | $ | 13 | ||||
Accrued interest
|
273,095 | 272,079 | ||||||
Loans to Greensaver Corp
|
1,538,462 | 1,538,462 | ||||||
Loans to related supplier
|
11,292 | 5,873 | ||||||
Total Other Current Assets
|
$ | 1,822,849 | $ | 1,816,427 | ||||
Fixed assets:
|
||||||||
Furniture & Equipment, Net
|
$ | 21,271 | $ | 26,631 | ||||
Total Fixed Assets
|
$ | 21,271 | $ | 26,631 | ||||
TOTAL ASSETS
|
$ | 1,945,050 | $ | 1,877,954 | ||||
LIABILITIES & EQUITY
|
||||||||
Current liabilities:
|
||||||||
Account payable
|
$ | 25,700 | $ | 28,200 | ||||
Loan from shareholders
|
6,586 | 32,753 | ||||||
Loan from others
|
67,633 | 2,165 | ||||||
Payroll liabilities
|
6,142 | - | ||||||
Prepaid for stock purchase
|
76,923 | - | ||||||
Total current liabilities
|
$ | 182,984 | $ | 63,118 | ||||
Stockholders' Equity:
|
||||||||
Common stock, $0.001 par value;
|
||||||||
200,000,000 shares authorized;
|
||||||||
38,604,000 shares issued and outstanding.
|
$ | 38,204 | $ | 38,204 | ||||
Paid-in capital
|
2,344,364 | 2,344,364 | ||||||
Deficit accumulated during the development stage
|
(649,605 | ) | (596,012 | ) | ||||
Accumulated other comprehensive income (loss)
|
29,103 | 28,280 | ||||||
Total stockholders' equity
|
$ | 1,762,066 | $ | 1,814,836 | ||||
TOTAL LIABILITIES & EQUITY
|
$ | 1,945,050 | $ | 1,877,954 |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
CONSOLIDATED STATEMENT OF LOSS
|
Six Months Ended
|
Six Months Ended
|
Three Months Ended
|
Three Months Ended
|
Cumulative from
February 19, 2008 (Date of Inception) Through
|
||||||||||||||||
June 30
|
June 30
|
June 30
|
June 30
|
June 30 | ||||||||||||||||
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | 228,858 | ||||||||||
Cost of Goods Sold
|
- | - | - | - | 207,998 | |||||||||||||||
Gross Profit
|
$ | - | $ | - | $ | - | $ | - | $ | 20,860 | ||||||||||
Operating expenses:
|
||||||||||||||||||||
Selling, general and administrative expenses
|
123,869 | 138,403 | 77,980 | 80,341 | 1,008,201 | |||||||||||||||
Depreciation and amortization expenses
|
7,688 | 4,862 | 3,844 | 2,482 | 29,350 | |||||||||||||||
Total Operating Expenses
|
$ | 131,557 | $ | 143,265 | $ | 81,824 | $ | 82,823 | $ | 1,037,551 | ||||||||||
Operating Loss
|
$ | (131,557 | ) | $ | (143,265 | ) | $ | (81,824 | ) | $ | (82,823 | ) | $ | (1,016,691 | ) | |||||
Investment income, net
|
$ | 77,964 | $ | 81,676 | $ | 39,484 | $ | 40,831 | $ | 367,352 | ||||||||||
Interest Expense, net
|
- | 2 | - | - | 266 | |||||||||||||||
Loss before income taxes
|
(53,593 | ) | (61,591 | ) | (42,340 | ) | (41,992 | ) | (649,605 | ) | ||||||||||
Loss tax expense
|
- | - | - | - | - | |||||||||||||||
Net Loss
|
$ | (53,593 | ) | $ | (61,591 | ) | $ | (42,340 | ) | $ | (41,992 | ) | $ | (649,605 | ) | |||||
Net loss per common share- Basics
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |||||
Net loss per common share- Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |||||
Other comprehensive loss, net of tax:
|
||||||||||||||||||||
Foreign currency translation adjustments
|
823 | - | - | - | 29,103 | |||||||||||||||
Other comprehensive loss
|
823 | - | - | - | $ | 29,103 | ||||||||||||||
Comprehensive Loss
|
(52,770 | ) | (61,591 | ) | (42,340 | ) | (41,992 | ) | $ | (620,502 | ) |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
STATEMENT OF STOCKHOLDERS EQUITY
|
The Period February 19, 2008 ( Date of Inception) through June 30, 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 six months
|
||||||||||||||||||||||||
period ended June 30, 2013
|
$ | (53,593 | ) | $ | (53,593 | ) | ||||||||||||||||||
Balance, June 30, 2013
|
38,204,000 | 38,204 | 2,344,364 | (649,605 | ) | 29,103 | 1,762,066 |
HYPERERA, INC
|
(A Development Stage Enterprise)
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
Six
Months Ended
|
Six
Months Ended
|
Three
Months Ended
|
Three
Months Ended
|
Cumulative from
February 19, 2008 (Date of Inception) Through |
||||||||||||||||
June 30
|
June 30
|
June 30
|
June 30
|
June 30 | ||||||||||||||||
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||||||
Operating Activities:
|
||||||||||||||||||||
Net Loss
|
$ | (53,593 | ) | $ | (61,591 | ) | $ | (42,340 | ) | $ | (41,992 | ) | $ | (649,605 | ) | |||||
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
|
7,688 | 4,862 | 3,844 | 2,482 | 29,350 | |||||||||||||||
Loans Greensaver Corp
|
- | - | - | - | (1,538,462 | ) | ||||||||||||||
Loans to related supplier
|
(5,419 | ) | 51,539 | (1,538 | ) | 50,000 | (11,292 | ) | ||||||||||||
Accrued interest receivable
|
(1,016 | ) | (81,640 | ) | (39,478 | ) | (40,820 | ) | (273,095 | ) | ||||||||||
Account payable
|
(2,500 | ) | 5,400 | 26,000 | 6,600 | 25,700 | ||||||||||||||
Payroll liabilities
|
6,155 | 768 | (12 | ) | 768 | 6,142 | ||||||||||||||
Unearned income
|
- | 181,538 | 181,538 | - | ||||||||||||||||
Loan from others
|
65,467 | - | 52,308 | - | 67,633 | |||||||||||||||
Loan from shareholders
|
(26,167 | ) | 4,691 | (1,551 | ) | 4,691 | 6,586 | |||||||||||||
Net cash provided by operating activities
|
$ | (9,385 | ) | $ | 105,567 | $ | (2,767 | ) | $ | 163,267 | $ | (2,312,873 | ) | |||||||
Investing Activities:
|
||||||||||||||||||||
Purchase Furniture & Equipment
|
(2,327 | ) | (5,291 | ) | - | (3,819 | ) | (50,621 | ) | |||||||||||
Net cash provided by investing activities
|
$ | (2,327 | ) | $ | (5,291 | ) | $ | - | $ | (3,819 | ) | $ | (50,621 | ) | ||||||
Financing Activities:
|
||||||||||||||||||||
Proceeds from issuance of common stock
|
- | - | - | - | 2,358,398 | |||||||||||||||
Prepaid for stock purchase
|
76,923 | - | 76,923 | - | 76,923 | |||||||||||||||
Net cash provided by financing activities
|
$ | 76,923 | $ | - | $ | 76,923 | $ | - | $ | 2,435,321 | ||||||||||
Effect of Exchange Rate on Cash
|
$ | 823 | $ | - | $ | - | $ | - | $ | 29,103 | ||||||||||
Net increase (decrease) in cash and cash equivalents
|
$ | 66,034 | $ | 100,276 | $ | 74,156 | $ | 159,448 | $ | 100,930 | ||||||||||
Cash and cash equivalents at beginning of the period
|
$ | 34,896 | $ | 113,597 | $ | 26,774 | $ | 54,425 | $ | - | ||||||||||
Cash and cash equivalents at end of the period
|
$ | 100,930 | $ | 213,873 | $ | 100,930 | $ | 213,873 | $ | 100,930 | ||||||||||
Supplemental schedule of non-cash investing and financing activities:
|
||||||||||||||||||||
Common stock issued pursuant to stock
|
||||||||||||||||||||
subscription receivable
|
$ | - | $ | - | $ | - | $ | - | $ | - |
a.
|
Persuasive evidence of an arrangement exists (paragraphs 985-605-25-15 through 25-17).
|
b.
|
Delivery has occurred (paragraphs 985-605-25-18 through 25-29).
|
c.
|
The vendor’s fee is fixed or determinable (see paragraphs 985-605-25-30 through 25-40).
|
d.
|
Collectability is probable (paragraphs 985-605-25-13 through 25-14 and 985-605-25-30 through 25-40).
|
(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 | % |
Six Months Ended
|
Six Months Ended
|
Three Months Ended
|
Three Months Ended
|
February
19, 2008 (Date
of Inception) Through
|
||||||||||||||||
June 30
|
June 30
|
June 30
|
June 30
|
June 30 | ||||||||||||||||
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
Expense
|
||||||||||||||||||||
Bank Service Charges
|
240 | 435 | 111 | 217 | 3,559 | |||||||||||||||
Dues & Subscriptions
|
- | - | - | - | 110 | |||||||||||||||
License & Registration
|
399 | - | - | - | 12,743 | |||||||||||||||
Meals and Entertainment
|
- | 1,820 | - | - | 14,811 | |||||||||||||||
Computer and Internet Expenses
|
312 | - | 154 | - | 557 | |||||||||||||||
Meeting & Conference
|
- | - | - | - | 3,857 | |||||||||||||||
Vehicle and Vessel Usage Tax
|
- | - | - | - | 74 | |||||||||||||||
Telephone Expense
|
- | - | - | - | 1,213 | |||||||||||||||
Office Supplies
|
9,968 | 2,321 | 44 | 362 | 41,006 | |||||||||||||||
Utilities
|
826 | 2,371 | 244 | 1,069 | 11,610 | |||||||||||||||
Auto
|
451 | 5,665 | - | 1,127 | 14,821 | |||||||||||||||
Depreciation
|
7,688 | 4,862 | 3,844 | 2,482 | 29,350 | |||||||||||||||
Employees Welfare Expense
|
- | 923 | - | 462 | 1,385 | |||||||||||||||
Gift and promotion Expense
|
1,758 | 5,173 | - | - | 6,932 | |||||||||||||||
Insurance
|
4,157 | 1,606 | 1,866 | 1,083 | 14,346 | |||||||||||||||
Bank interest
|
- | 31 | - | - | 31 | |||||||||||||||
Purchase of Bank Note
|
- | - | - | - | 15 | |||||||||||||||
Small tools and equipment
|
- | 150 | - | - | 150 | |||||||||||||||
Supplies
|
- | - | - | - | 1,307 | |||||||||||||||
Administration Expense
|
225 | - | - | - | 298 | |||||||||||||||
Postage
|
77 | 825 | 77 | 23 | 1,980 | |||||||||||||||
Payroll Expenses
|
34,928 | 31,486 | 16,467 | 16,343 | 201,878 | |||||||||||||||
Professional Fees
|
44,855 | 59,272 | 45,555 | 47,404 | 421,920 | |||||||||||||||
Rent Expense
|
24,588 | 21,274 | 13,215 | 11,374 | 177,739 | |||||||||||||||
Tax-China Operation
|
- | - | - | - | 11,466 | |||||||||||||||
Travel Expense
|
||||||||||||||||||||
Air Tickets
|
- | 2,549 | - | 877 | 41,857 | |||||||||||||||
Lodging & Hotel
|
1,085 | 1,865 | 247 | - | 12,635 | |||||||||||||||
Transportation expenses
|
- | 639 | - | - | 8,283 | |||||||||||||||
Visa Application Fee
|
- | - | - | - | 133 | |||||||||||||||
others
|
- | - | - | - | 1,485 | |||||||||||||||
Travel Expense
|
1,085 | 5,053 | 247 | 877 | 64,393 | |||||||||||||||
Total Expense
|
131,557 | 143,265 | 81,824 | 82,823 | 1,037,551 |
(1)
|
The loan agreement was amended and extended to July 31, 2015;
|
(2)
|
Hyperera is no longer to pursue a 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 June 30
|
At June 30
|
At December 31
|
||||||||||
2013
|
2012
|
2012
|
||||||||||
Current Ratio*
|
10.63 | 6.74 | 29.75 | |||||||||
Cash
|
$ | 100,930 | $ | 213,873 | $ | 34,896 | ||||||
Working Capital***
|
$ | 1,740,795 | $ | 1,705,884 | $ | 1,788,205 | ||||||
Total Assets
|
$ | 1,945,050 | $ | 2,262,285 | $ | 1,877,954 | ||||||
Total Liabilities
|
$ | 182,984 | $ | 308,331 | $ | 63,118 | ||||||
Total Equity
|
$ | 1,762,066 | $ | 1,953,953 | $ | 1,814,836 | ||||||
Total Debt/Equity**
|
0.10 | 0.16 | 0.03 |
Exhibit No.
|
Document Description
|
|
10.1
|
Amendment to Greensaver Agreement [English Translation]
|
|
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
|
AUGUST 19, 2013
|
/s/ Zhi Yong Li
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/ Zhi Yong Li
|
Zhi Yong Li
|
Principal Executive Officer and Director
|
AUGUST 19, 2013
|
|||
/s/ Simon Bai
|
Simon Bai
|
Principal Financial Officer and
|
AUGUST 19, 2013
|
|||
Principal Accounting Officer
|
Exhibit No.
|
Document Description
|
|
10.1
|
Amendment to Greensaver Agreement [English Translation]
|
|
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**
|
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: August 19, 2013
|
By:
|
/s/ Zhi Yong Li
|
|
Zhi Yong Li
|
|||
Chief Executive Officer
|
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: August 19, 2013
|
By:
|
/s/ Simon Bai
|
|
Simon Bai
|
|||
Chief Financial Officer
|
Hyperera, Inc.
|
|||
Dated: August 19, 2013
|
By:
|
/s/ Zhi Yong Li
|
|
Zhi Yong Li
|
|||
Chief Executive Officer
|
Dated: August 19, 2013
|
By:
|
/s/ Simon Bai
|
|
Simon Bai
|
|||
Chief Financial Officer
|
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)
|
3 Months Ended | 6 Months Ended | 64 Months Ended | |||
---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Dec. 31, 2012
|
|
Shares issued | 38,204,000 | 38,204,000 | 38,204,000 | |||
Loan from shareholders | $ 24,867 | $ 24,867 | $ 24,867 | $ 32,753 | ||
Additional loan from shareholders | 6,586 | |||||
Advanced short-term loans | 11,292 | 11,292 | 11,292 | 5,873 | ||
Advanced short-term loans annual interest rate | 3.00% | 3.00% | ||||
Cost of goods sold | $ 207,998 | |||||
Officers and Directors [Member]
|
||||||
Shares issued | 20,400,000 | 20,400,000 | 20,400,000 |
Consolidated Statement of Loss (USD $)
|
3 Months Ended | 6 Months Ended | 64 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
|
Consolidated Statement Of Loss | |||||
Revenues | $ 228,858 | ||||
Cost of Goods Sold | 207,998 | ||||
Gross Profit | 20,860 | ||||
Operating expenses: | |||||
Selling, general and administrative expenses | 77,980 | 80,341 | 123,869 | 138,403 | 1,008,201 |
Depreciation and amortization expenses | 3,844 | 2,482 | 7,688 | 4,862 | 29,350 |
Total Operating Expenses | 81,824 | 82,823 | 131,557 | 143,265 | 1,037,551 |
Operating Loss | (81,824) | (82,823) | (131,557) | (143,265) | (1,016,691) |
Investment income, net | 39,484 | 40,831 | 77,964 | 81,676 | 367,352 |
Interest Expense, net | 2 | 266 | |||
Loss before income taxes | (42,340) | (41,992) | (53,593) | (61,591) | (649,605) |
Loss tax expense | |||||
Net loss | (42,340) | (41,992) | (53,593) | (61,591) | (649,605) |
Net loss per common share- Basics | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | $ (0.02) |
Net loss per common share- Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | $ (0.02) |
Other comprehensive loss, net of tax: | |||||
Foreign currency translation adjustments | 823 | 29,103 | |||
Other comprehensive loss | 823 | 29,103 | |||
Comprehensive Loss | $ (42,340) | $ (41,992) | $ (52,770) | $ (61,591) | $ (620,502) |
Shareholders' Equity
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Shareholders Equity | |
Note D. SHAREHOLDERS' EQUITY | Under the Companys 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). On December 15, 2010, additional 5,855,000 shares were issued to 70 shareholders at $0.20 per share for $1,171,000. On December 31, 2010, additional 100,000 shares were issued to Mr. Jing Li for financial consulting services at $0.20 per share for $20,000. Therefore, as of December 31, 2010, the Company has a total of 35,984,000 shares were issued and outstanding.
At January 1, 2011, 50,000 shares were issued to one shareholder at $0.20 per share for $10,000. On March 31, 2011, additional 1,660,000 shares were issued to 13 shareholders, Chinese citizens at RMB 1.40 per share, equivalent at USD $0.2153 per share for RMB 2,324,000. At May 1, 2011, 210,000 shares were issued to 8 shareholders at $0.30 per share for $63,000. At June 30, 2011, 200,000 shares were issued to one shareholder at $0.20 per share for $40,000 which was stock subscription receivable as of June 30, 2011.
At July 15, 2011 100,000 shares were issued to one shareholder at $0.45 per share, total proceeds of $45,000 were received on July 2011.
There was no share issued in year 2012 and six months ended June 30, 2013.
Therefore, as of June 30, 2013, the total outstanding common shares were 38,204,000.
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 March 31, 2011, the Company had receivables from 4 shareholders aggregating of $90,426 for 420,000 shares issued. The total receipts were received on April 2011.
At June 30, 2011, 200,000 shares were issued to one shareholder at $0.20 per share for $40,000 which was stock subscription receivable as of June 30, 2011. Total proceeds at $1,318 were received on July 2011.
At October 2011, the stock subscription receivable of $ 38,682 was received.
As of June 30, 2013, total stock subscription receivable on balance sheet is $0.00. |
SHAREHOLDERS' EQUITY (Details Narrative) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Shareholder's Equity details | ||
Issued shares | 0 | 0 |
Outstanding Shares | 38,204,000 | |
Stock subscription receivable | $ 0 |
Significant Accounting Policies
|
6 Months Ended | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||
Significant Accounting Policies | |||||||||||||||||||||||||||
Note B. SIGNIFICANT ACCOUNTING POLICIES | At June 30, 2013 for the three months then ended, 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; Peoples 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 June 30, 2013, there was $ 100,930 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 with mid-month convention over the estimated useful lives of the assets. As of June 30, 2013, total fixed assets were $ 50,621, and accumulated depreciation was $29,350. The net fixed assets were $21,271 in the Companys balance sheets as of June 30, 2013. The straight line depreciation methods over 7 years for furniture and 5 years for computers were used to calculate depreciations.
Comprehensive Income (Loss)
The companys 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. For the three months period ended June 30, 2013, the company has $ 0.00 comprehensive income.
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 counterpartys 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 is no other type of securities issued. Accordingly, the diluted net loss and basic net loss per common share are the same.
Concentration of credit risk
The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Loans to Greensaver Corporation
On April 15, 2011, 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%. As of June 30, 2013, the Company has $267,080 accrued interest receivable. Greensaver Corporation is a silicon battery manufacturer located in 8 North Yangzijinag Rd, Ningbo, Zhejiang, China. The Company is in reorganization under the local Chinese laws. And the status of the relationship with Greensaver Corporation as of June 30, 2013 is as follows:
(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.
Revenue Recognition
In accordance with the FASB ASC 985-605-25-3 Software Revenue Recognition if the arrangement does not require significant production, modification, or Customization of software, revenue shall be recognized when all of the following criteria are
a. Persuasive evidence of an arrangement exists (paragraphs 985-605-25-15 through 25-17). b. Delivery has occurred (paragraphs 985-605-25-18 through 25-29). c. The vendors fee is fixed or determinable (see paragraphs 985-605-25-30 through 25-40). d. Collectability is probable (paragraphs 985-605-25-13 through 25-14 and 985-605-25-30 through 25-40).
The Company recognizes sales revenue for hardware, software and customized clinical information systems sales when it is realized or realizable and earned.
For most of the Companys 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 FASB ASC 605-25.
For three months ended June 30, 2013 and 2012, there were no hardware sales.
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 amount 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.
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 Companys CIS software is standalone, and for the period of three months ended June 30, 2013 and 2012, there were no software sales revenue.
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 4-14 of FASB ASC 605-45, "Reporting Revenues Gross as a Principal versus Net as an Agent", the Company will recognize revenues on a gross basis. ASC 605-45 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 applicable in the Company:
All the indicators of net revenue reporting (ASC 605-45, paragraph 16-23) are not applicable in the Company.
Operating Expenses
Operation expenses include selling, general & administrative expenses and depreciation & amortization expenses.
For the three months period of April 1 to June 30, 2013, and 2012, theres total of $ 81,824 and $ 82,823, operating expenses respectively; and $ 1,037,551 for the cumulative period February 19, 2008 to June 30, 2013. The selling, general and administrative expenses and depreciation details were showed in the Exhibit A.
Professional Fee
Professional fees are included accounting and auditing fee, consulting fee, legal fee, SEC filing expenses, and other professional fees. For the three months ended June 30, 2013 and 2012, the Company incurred $45,555 and $47,404 professional fee respectively; and $ 421,920 for the cumulative period February 19, 2008 to June 30, 2013.
Income Tax
The Company filed extension for corporate tax return Form 1120 to Internal Revenue Service and IL 1120 to the State of Illinois for the year 2012. There is no income tax for the State of Nevada.
Hyperera Technology (Beijing) Co, Ltd, filed annual report to Beijing local tax bureau, and no income tax dues were paid to Chinese government.
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, 2014 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 Companys officer Simon Bai. For the three months ended June 30, 2013 and 2012, there were $1,800 rent expenses incurred for both periods.
The second lease is the office space for Chinas subsidiary in Beijing. The lease term runs from July 1, 2009 through March 25, 2013 and required a RMB 17,552 monthly lease payment. For the three months ended June 30, 2013 and 2012, there was USD $ 11,415 and $ 9,574 rent expenses incurred correspondingly.
Therefore, there was total of $ 13,215 and $11,374 rent expenses for the three months end June 30, 2013 and 2012. |
Going Concern
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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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 losses of $42,340 and $41,992 for three months ended June 30, 2013 and 2012 and a cumulative operating loss of $ 649,605 for the period February 19, 2008 (inception) through June 30, 2013. 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 Companys short-term loans to GreenSaver Corp. of $1,538,462 raised substantial doubt about its ability to carry out its operational business plan and cause uncertainty about its cash flows immediately, such borrows or withdraws may raise substantial doubt about the Companys ability to continue as going concern immediately. The Company amended the loan agreement with new management of the Greensaver Corp and new management of Greensaver Corp will start paying the principal and interest to the Company over the next 3 years, the loan balance will be paid off by July 31, 2015 based on the amended loan agreement signed on March 2013. Due to GreenSaver Corp is in reorganization under the local Chinese laws; there may be uncertainty about the Greesaver Corp. The risk of the loan default is significant high. If the loan is in default, then the Company may be required to cease or curtail its operation immediately.
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Companys 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 operation.
Exhibit A:
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Related Party Transactions
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Jun. 30, 2013
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Related Party Transactions | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note C. RELATED PARTY TRANSACTIONS | Common Shares Issued to Executive and Non-Executive Officers and Directors
As of June 30, 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 June 30, 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.
As of June 30, 2013, the balance of loan from Shareholder is $6,586. 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 June 30, 2013, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $ 11,292, 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 June 30, 2013 and 2012, there was no cost of goods sold incurred. |