10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

OKLAHOMA	000-56317	65-0844480
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Doug Cole

Entertainment Holdings, Inc.

885 Tahoe Blvd.

Incline Village, NV 89451

(775) 909-6000

(775) 909-6000

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging Growth filer	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of the issuer’s Common Stock outstanding as of June 1, 2024 is 88,992,975.

TABLE OF CONTENTS

		PAGE
	PART I FINANCIAL INFORMATION
ITEM 1	Financial Statements (Unaudited)	3
ITEM 2	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	11
ITEM 3	Quantitative and Qualitative Disclosure About Market Risk	15
ITEM 4	Controls and Procedures	15
	PART II OTHER INFORMATION
ITEM 1	Legal Proceedings	16
ITEM 1A	Risk Factors	16
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 3	Defaults Upon Senior Securities	16
ITEM 4	Mine Safety Information	16
ITEM 5	Other Information	16
ITEM 6	Exhibits	16
	SIGNATURES	17

2

Part 1 - Financial Information

Item 1. Financial Statements.

Entertainment Holdings, Inc.

Condensed Balance Sheets

(Unaudited)

	March 31,			June 30,
	2023			2022
ASSETS
CURRENT ASSETS
Cash	$	-		$	-
TOTAL ASSETS	$	-		$	-
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	19,608		$	14,537
Accounts payable - related party		22,272			12,728
Total Current Liabilities		41,880			27,265
Total Liabilities		41,880			27,265
STOCKHOLDERS’ DEFICIT
Convertible preferred stock: 100,000,000 shares authorized, $0.0001 par value, 0 issued and outstanding.	$	-		$	-
Common stock: 500,000,000 shares authorized, $0.0001 par value, 88,992,975 issued and outstanding.		8,899			8,899
Additional paid-in capital		(19,357	)		(19,357	)
Accumulated deficit		(31,422	)		(16,807	)
Total Stockholders’ Deficit		(41,880	)		(27,265	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

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

3

Entertainment Holdings, Inc.

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2023			2022			2023			2022
REVENUES
Revenues	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Professional fees		3,345			763			11,570			9,988
General and administrative		1,112			1,710			3,045			2,082
Total Operating Expenses		4,457			2,473			14,615			12,070
OPERATING LOSS		(4,457	)		(2,473	)		(14,615	)		(12,070	)
LOSS BEFORE INCOME TAXES		(4,457	)		(2,473	)		(14,615	)		(12,070	)
NET LOSS	$	(4,457	)	$	(2,473	)	$	(14,615	)	$	(12,070	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING		88,992,975			88,992,975			88,992,975			88,992,975

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

4

Entertainment Holdings, Inc.

Statement of Stockholders’ Deficit

For the Three and Nine Months Ended March 31, 2023

(Unaudited)

					Additional						Total
	Common Stock				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance, June 30, 2022		88,992,975	$	8,899	$	(19,357	)	$	(16,807	)	$	(27,265	)
Net loss for the three months ended September 30, 2022									(1,253	)		(1,253	)
Balance, September 30, 2022		88,992,975	$	8,899	$	(19,357	)	$	(18,060	)	$	(28,518	)
Net loss for the three months ended December 30, 2022		-		-		-			(8,905	)		(8,905	)
Balance, December 31, 2022		88,992,975	$	8,899	$	(19,357	)	$	(26,965	)	$	(37,423	)
Net loss for the three months ended March 31, 2023		-		-		-			(4,457	)		(4,457	)
Balance, March 31, 2023		88,992,975	$	8,899	$	(19,357	)	$	(31,422	)	$	(41,880	)

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

5

Entertainment Holdings, Inc.

Statement of Stockholders’ Deficit

For Three and Nine Months Ended March 31, 2022

(Unaudited)

					Additional						Total
	Common Stock				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance, June 30, 2021		88,992,975	$	8,899	$	(19,357	)	$	-		$	(10,458	)
Net loss for September 30, 2021		-		-		-			(5,755	)		(5,755	)
Balance, September 30, 2021		88,992,975	$	8,899	$	(19,357	)	$	(5,755	)	$	(16,213	)
Net loss for December 30, 2021		-		-		-			(3,842	)		(3,842	)
Balance, December 31, 2021		88,992,975	$	8,899	$	(38,714	)	$	(9,597	)	$	(20,055	)
Net loss for March 31, 2022		-		-		-			(2,473	)		(2,473	)
Balance, March 31, 2022		88,992,975	$	8,899	$	(58,071	)	$	(12,070	)	$	(22,528	)

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

6

Entertainment Holdings, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended			For the Nine Months Ended
	March 31,			March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(14,615	)	$	(12,070	)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in operating assets and liabilities
Accounts payable and accrued expenses		5,071			4,080
Related parties accounts payable		9,544			7,990
Net Cash Used in Operating Activities		-			-
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES		-			-
NET CHANGES IN CASH		-			-
CASH AT BEGINNING OF PERIOD		-			-
CASH AT END OF PERIOD	$	-		$	-
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-
Income Taxes	$	-		$	-

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

7

ENTERTAINMENT HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2023, AND 2022

NOTE 1 – NATURE OF OPERATIONS

Our predecessor issuer was incorporated on June 15, 1998, as XRX International Entertainment Holding Group, Inc. and continued operating under that name until June 30, 2021.

Reorganization Activities:

Domiciliary Merger: On June 14, 2021, the predecessor issuer, XRX International Entertainment Holding Group, Inc. of Florida, completed a domiciliary merger into Traveler Holdings, Inc. of Oklahoma, with the Oklahoma company being the survivor under the name Traveler Holdings, Inc.

Holding Company Parent/Subsidiary Formation: On June 30, 2021, Entertainment Holdings, Inc. an Oklahoma Corporation became the parent/successor issuer pursuant to Section 1081(g) of the Oklahoma General Corporation Act under an executed agreement titled “Agreement and Plan of Reorganization” (the “Parent Subsidiary Formation”) which was executed by Traveler Holdings, Inc. (OK), Entertainment Holdings, Inc. (OK), and Expedition Holdings, Inc. (OK). Under the terms of the Agreement, Traveler Holdings, Inc. (OK) merged into Expedition Holdings, Inc. (OK) and Traveler Holdings, Inc. (OK). ceased to exist, wherein Expedition Holdings, Inc. (OK) became the survivor and successor under Section 1088 of the Oklahoma Act, having acquired all of Traveler Holdings, Inc.’s (OK) assets, rights financial statements, obligations, and liabilities as the constituent or resulting corporation. Entertainment Holdings, Inc. (OK) became the parent and the holding company of Expedition Holdings, Inc. (OK) under the Parent Subsidiary Formation which was in compliance with Section 1081(g) of the Oklahoma General Corporation Act.

Upon consummation of the Parent Subsidiary Formation, each issued and outstanding equity of the former Traveler Holdings, Inc. (OK) was transmuted into and represented the identical equity structure of XRX International Entertainment Holding Group, Inc. (FL) that existed prior to the domiciliary change and immediately prior to the Reorganization (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions. Upon consummation of the Agreement, Entertainment Holdings, Inc. (OK), was the issuer since the former Traveler Holdings, Inc. (OK) equity structure was transmuted pursuant to Section 1081(g) as the current issued and outstanding equities of Entertainment Holdings, Inc. (OK). The subsidiary, Expedition Holdings, Inc. was divested on June 30, 2021 and therefore is no longer consolidated into Entertainment Holdings, Inc. The shareholders of the Company became the shareholders of the former XRX International Entertainment Holding Group, Inc. (FL).

As a result of this reorganization, the resulting reorganized Company name became Entertainment Holdings, Inc. (“XRXH”, “Company”, “we”, or “us”). Our fiscal year end is June 30.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial statement presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

Use of Estimates and Assumptions

The preparation of financial statements in conformity U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

8

ENTERTAINMENT HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2023, AND 2022

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2023 the Company had no cash equivalents.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company adopted the provisions of ASC 740 and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified the U.S. federal as our “major” tax jurisdictions. However, The Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

Basic and Diluted Loss Per Share

Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.

Stock-Based Compensation

The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense for employees and non-employees is measured at the grant date fair value on the grant date. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and accrued expenses and accounts payable – related party. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

●   Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement

9

ENTERTAINMENT HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2023, AND 2022

Recent Accounting Pronouncements

The Company has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on its financial statements and related disclosures.

NOTE 3 – GOING CONCERN

The Company has not yet achieved profitable operations, has accumulated losses, has a working capital deficiency and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on terms acceptable to the Company.

NOTE 4 - RELATED PARTY TRANSACTIONS

As of March 31, 2023, our sole officer and director, G. Reed Petersen, has paid various expenses on behalf of the Company, totaling $22,272. During the nine months ended March 31, 2023, Mr. Petersen paid $9,544 in expenses on behalf of the Company.

As of March 31, 2022, our sole officer and director, G. Reed Petersen, has paid various expenses on behalf of the Company, totaling $7,990. During the nine months ended March 31, 2022, Mr. Petersen paid $7,990 in expenses on behalf of the Company.

As the Company’s office space needs are limited at the current time, Mr. Petersen is currently providing space to the Company at no cost.

NOTE 5 - EQUITY

The total number of shares of stock which the corporation shall have authority to issue is 600,000,000 shares, of which 100,000,000 shares of $.0001 shall be designated as Preferred Stock, and 500,000,000 shares of $.0001 par value shall be designated as Common Stock. The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series.

Common Stock and Preferred Stock

The Company has authorized 500,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Our stock does not have an active 15c2-11 and has been deactivated from OTC Markets.

The Company has authorized 100,000,000 shares of [Convertible] Preferred Stock, $0.0001 par value (the “Preferred Stock”).

The Company has designated 1,000,000 shares of Series A convertible preferred stock (“Series A Convertible Preferred Stock”) but have none issued or outstanding as of March 31, 2023.

As of March 31, 2023 there are no dividends due or payable on the Series A Convertible Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation (“Certificate”). Any and all such future terms concerning dividends shall be reflected in an amendment to the Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series A Convertible Preferred Stock shall rank pari passu with the Company’s common stock and the Series A Convertible Preferred Stock shall have no liquidation preference over any other class of stock.

Each holder of outstanding shares of Series A Convertible Preferred Stock, if issued, shall be entitled to the number of votes equal to one hundred (100) votes for each share held of record on all  matters submitted to a vote of the shareholders. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series A Convertible Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series A Convertible Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of their shares of Series A Convertible Preferred Stock into one fully paid and nonassessable share of Common Stock. In the event of a reverse split or a forward split shall occur, then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series A Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring from March 31, 2023, through the date these financial statements were issued and noted that in March of 2023, the Company has entered into a Stock Purchase Agreement, (the “SPA”), in which Doug Cole purchased from G. Reed Petersen 71,770,500 shares of common stock for proceeds of $1,000 to G. Reed Petersen.  

10

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

PLAN OF OPERATION

The Company’s plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

The Company’s intended budget for the next twelve months is as follows:

	Q4 3 months ended June 30, 2023		Q1 3 months ended September 30, 2023		Q2 3 months ended December 31, 2023		Q3 3 months ended March 31, 2024		Twelve Month Total
Accounting	$	5,000	$	5,000	$	5,000	$	5,000	$	20,000
General and administrative		3,000		3,000		3,000		3,000		12,000
Miscellaneous		2,000		2,000		2,000		2,000		8,000
Total Operating Expenses	$	10,000	$	10,000	$	10,000	$	10,000	$	40,000

At this time, The Company has no cash on hand, and is dependent on advances from its principal shareholder or its directors and officers. There can be no guarantee that we will be able to obtain sufficient funding these sources.

As of the date of this Report, the Company intends to engage in what it believes will be synergistic acquisitions or joint ventures with a company or companies that it believe will enhance its business plan. The Company will not restrict its search to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature. One of the benefits of being a reporting and publicly traded company is to allow us to utilize our securities as consideration for some or all of the purchase price of these potential acquisitions. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all.

There are numerous things that will need to occur in order to allow us to implement this aspect of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.

Management will seek out and evaluate businesses for acquisition. The integrity and reputation of any potential acquisition candidate will first be thoroughly reviewed to ensure it meets with management’s standards. Once targeted as a potential acquisition candidate, we will enter into negotiations with the potential candidate and commence due diligence evaluation, including its financial statements, cash flow, debt, location and other material aspects of the candidate’s business. If we are successful in our attempts to acquire a company or companies utilizing our securities as part or all of the consideration to be paid, our current shareholders will incur dilution.

In implementing a structure for a particular acquisition, we may become a party to a merger, reorganization, joint venture, asset purchase, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management and shareholders will no longer be in control of our Company.

As part of our investigation, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an acquisition will depend on the nature of the opportunity, the respective needs and desires of us and other parties, the management of the acquisition candidate and our relative negotiation strength.

We will participate in an acquisition only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

11

Depending upon the nature of the acquisition, including the financial condition of the acquisition company, as a reporting company under the Securities Exchange Act of 1934 (“34 Act “), it will be necessary for such acquisition candidate to provide independent audited financial statements. We will not acquire any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the 34 Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the agreement will also contain a provision providing for the acquisition entity to reimburse us for all costs associated with the proposed transaction.

As of the date of this Report, we are not engaged in discussions with any concerning any potential merger or acquisition. We will not engage in any discussions concerning any merger or acquisition until a minimum of sixty (60) days has elapsed since the filing of this registration statement. There are no assurances that any material acquisition will occur in the future.

We believe there are certain perceived benefits to being a public company whose securities are publicly traded, including the following:

● increased visibility in the financial community;

● increased valuation;

● greater ease in raising capital;

● compensation of key employees through stock options for which there may be a market valuation; and

● enhanced corporate image.

There are also certain perceived disadvantages to being a trading company including the following:

● required publication of corporate information;

● required filings of periodic and episodic reports with the Securities and Exchange Commission.

Business entities, if any, which may be interested in a combination with us may include the following:

● a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;

● a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;

● a company which wishes to become public with less dilution of its securities than would occur upon an underwriting;

● a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;

● a foreign company which may wish an initial entry into the United States securities market;

● a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;

● a company seeking one or more of the other perceived benefits of becoming a public company.

A business combination with a private company will normally involve the transfer to the private company of the majority of the issued and outstanding common stock of the Company, and the substitution by the private company of its own management and board of directors.

The proposed business activities described herein classify us as a “shell company”. The Securities and Exchange Commission and certain states have enacted statutes, rules and regulations regarding the sales of securities of shell companies, as well as limitations on a shareholder’s ability to sell their “restricted” securities. Rule 144 is not available to a shareholder of a shell company unless and until the Company files a registration statement with the SEC that includes certain specific information about existing business operations of a registrant and thereafter must wait an additional one year to take advantage of that exemption from registration.

12

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2023, AND 2022.

Revenue

We recognized no revenue since inception through March 31, 2023 and 2022.

General and Administrative Expenses

During the three months ended March 31, 2023 and 2022, we incurred $1,112 and $1,710, respectively, in general, selling, and administrative expenses. The decrease was due to a decrease in transfer agent fees.

Professional Fees

During the three months ended March 31, 2023 and 2022, we incurred $3,345 and $763, respectively, in professional fees. The increase is due to an increase in accounting expenses.

Net Loss

During the three months ended March 31, 2023 and 2022, we incurred a net loss of $4,457 and $2,473, respectively due to decreased general and administrative and an increase to professional fees related to the business as explained above.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2023, AND 2022.

Revenue

We recognized no revenue since inception through March 31, 2023 and 2022.

General and Administrative Expenses

During the nine months ended March 31, 2023 and 2022, we incurred $3,045 and $2,082, respectively, in general, selling, and administrative expenses, due to an increase in transfer agent fees.

Professional Fees

During nine months ended March 31, 2023 and 2022, we incurred $11,570 and $9,988, respectively, in professional fees, due to an increase in accounting expenses.

Net Loss

During the nine months ended March 31, 2023, we incurred a net loss of $14,615 and $12,070, respectively, due to an increase in general and administrative expenses and professional fees as explained above.

CASH FLOW

As of March 31, 2023, we did not have any assets, operating business or other source of income, and $41,880 of outstanding liabilities.

Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the period ended June 30, 2022, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

		Nine Months Ended		Nine Months Ended
		March 31, 2023		March 31, 2022
Net Cash from Operating Activities	$	-	$	-
Net Cash from Investing Activities		-		-
Net Cash from Financing Activities		-		-
Net Change in Cash	$	-	$	-

13

Operating Activities

During the nine months ended March 31, 2023, we used $0 in operating activities.

During the nine months ended March 31, 2022, we used $0 in operating activities.

Investing Activities

We neither generated nor used funds in investing activities during the nine months ended March 31, 2023 and 2022.

Financing Activities

During the nine months ended March 31, 2023 and 2022 we generated $0 cash from our financing activities.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

Liquidity and Capital Resources

As of March 31, 2023, we had cash of $0, no assets, no operating business or other source of income.

We are now focused raising debt and/or equity financing to meet ongoing operating expenses and attempting to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have not identified any critical accounting estimates. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 2 – Significant Accounting Policies of our 2022 Annual Report on Form 10-K and Note 2 – Significant Accounting Policies in the accompanying financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of March 31, 2023, we have no off-balance sheet arrangements.

14

Recently Issued Accounting Pronouncements

Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2023 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2023, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

15

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINDS.

None.

ITEM 1A. RISK FACTORS.

Not required of smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

EXHIBITS

Exhibit No.	Description
3(i).1	Articles of Incorporation (Oklahoma) – Entertainment Holdings, Inc., Inc. – 6.30.2021	Incorporated by refence (see 10-12G filed 7/30/2021)
3(i).2	Amended and Restated Bylaws – January 19, 2024
3(i).3	Certificate of Designation – 6.30. 2021 – Series A	Incorporated by refence (see 10-12G filed 7/30/2021)
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Attached

16

SIGNATURES

Pursuant to the requirements of the securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENTERTAINMENT HOLDINGS, INC.
Date: June 7, 2024	/s/ Doug Cole
	Doug Cole
	President, Secretary, Treasurer and
	Director,

17

EX-3.2

Exhibit 3(i).2

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Doug Cole, Chief Executive Officer and Treasurer of Entertainment Holdings, Inc. (the “Company”), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of 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 Company as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) 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 Company, 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 Company’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 Company’s intternal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(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 Company’s ability trecord, 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 Company’s internal control over financial reporting.

Date: June 7, 2024	/s/ Doug Cole
	Doug Cole
	President, Secretary, Treasurer, Chief Executive Officer

EX-32.1

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

The undersigned, Doug Cole, Chief Executive Officer and Chief Financial Officer Entertainment Holdings, Inc. (the “Company”), DOES HEREBY CERTIFY that: 

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement this 20^th day of December 2023.

Date: June 7, 2024	/s/ Doug Cole
	Doug Cole
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial and Accounting Officer) M

A signed original of this written statement required by Section 906 has been provided to Entertainment Holdings, Inc. and will be retained by Entertainment Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Cover - shares	9 Months Ended
	Mar. 31, 2023	Jun. 01, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--06-30
Entity File Number	000-56317
Entity Registrant Name	Entertainment Holdings, Inc./OK
Entity Central Index Key	0001875746
Entity Tax Identification Number	65-0844480
Entity Incorporation, State or Country Code	OK
Entity Address, Address Line One	885 Tahoe Blvd
Entity Address, City or Town	Incline Village
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89451
City Area Code	(775)
Local Phone Number	909-6000
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		88,992,975

XML

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
CURRENT ASSETS
Cash
TOTAL ASSETS
CURRENT LIABILITIES
Accounts payable and accrued expenses	19,608	14,537
Accounts payable - related party	22,272	12,728
Total Current Liabilities	41,880	27,265
Total Liabilities	41,880	27,265
STOCKHOLDERS’ DEFICIT
Convertible preferred stock: 100,000,000 shares authorized, $0.0001 par value, 0 issued and outstanding.
Common stock: 500,000,000 shares authorized, $0.0001 par value, 88,992,975 issued and outstanding.	8,899	8,899
Additional paid-in capital	(19,357)	(19,357)
Accumulated deficit	(31,422)	(16,807)
Total Stockholders’ Deficit	(41,880)	(27,265)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

XML

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Jun. 30, 2022
Statement of Financial Position [Abstract]
Convertible preferred stock, shares authorized	100,000,000	100,000,000
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock,shares issued	0	0
Convertible preferred stock,shares outstanding	0	0
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	88,992,975	88,992,975
Common stock, shares outstanding	88,992,975	88,992,975

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
REVENUES
Revenues
OPERATING EXPENSES
Professional fees	3,345	763	11,570	9,988
General and administrative	1,112	1,710	3,045	2,082
Total Operating Expenses	4,457	2,473	14,615	12,070
OPERATING LOSS	(4,457)	(2,473)	(14,615)	(12,070)
LOSS BEFORE INCOME TAXES	(4,457)	(2,473)	(14,615)	(12,070)
NET LOSS	$ (4,457)	$ (2,473)	$ (14,615)	$ (12,070)
BASIC LOSS PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
DILUTED LOSS PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	88,992,975	88,992,975	88,992,975	88,992,975
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	88,992,975	88,992,975	88,992,975	88,992,975

XML

Statement of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jun. 30, 2021	$ 8,899	$ (19,357)		$ (10,458)
Balance, shares at Jun. 30, 2021	88,992,975
Net loss			(5,755)	(5,755)
Balance at Sep. 30, 2021	$ 8,899	(19,357)	(5,755)	(16,213)
Balance, shares at Sep. 30, 2021	88,992,975
Balance at Jun. 30, 2021	$ 8,899	(19,357)		(10,458)
Balance, shares at Jun. 30, 2021	88,992,975
Net loss				(12,070)
Balance at Mar. 31, 2022	$ 8,899	(58,071)	(12,070)	(22,528)
Balance, shares at Mar. 31, 2022	88,992,975
Balance at Sep. 30, 2021	$ 8,899	(19,357)	(5,755)	(16,213)
Balance, shares at Sep. 30, 2021	88,992,975
Net loss			(3,842)	(3,842)
Balance at Dec. 31, 2021	$ 8,899	(38,714)	(9,597)	(20,055)
Balance, shares at Dec. 31, 2021	88,992,975
Net loss			(2,473)	(2,473)
Balance at Mar. 31, 2022	$ 8,899	(58,071)	(12,070)	(22,528)
Balance, shares at Mar. 31, 2022	88,992,975
Balance at Jun. 30, 2022	$ 8,899	(19,357)	(16,807)	(27,265)
Balance, shares at Jun. 30, 2022	88,992,975
Net loss			(1,253)	(1,253)
Balance at Sep. 30, 2022	$ 8,899	(19,357)	(18,060)	(28,518)
Balance, shares at Sep. 30, 2022	88,992,975
Balance at Jun. 30, 2022	$ 8,899	(19,357)	(16,807)	(27,265)
Balance, shares at Jun. 30, 2022	88,992,975
Net loss				(14,615)
Balance at Mar. 31, 2023	$ 8,899	(19,357)	(31,422)	(41,880)
Balance, shares at Mar. 31, 2023	88,992,975
Balance at Sep. 30, 2022	$ 8,899	(19,357)	(18,060)	(28,518)
Balance, shares at Sep. 30, 2022	88,992,975
Net loss			(8,905)	(8,905)
Balance at Dec. 31, 2022	$ 8,899	(19,357)	(26,965)	(37,423)
Balance, shares at Dec. 31, 2022	88,992,975
Net loss			(4,457)	(4,457)
Balance at Mar. 31, 2023	$ 8,899	$ (19,357)	$ (31,422)	$ (41,880)
Balance, shares at Mar. 31, 2023	88,992,975

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended
	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (4,457)	$ (1,253)	$ (2,473)	$ (5,755)	$ (14,615)	$ (12,070)
Changes in operating assets and liabilities
Accounts payable and accrued expenses					5,071	4,080
Related parties accounts payable					9,544	7,990
Net Cash Used in Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
NET CHANGES IN CASH
CASH AT BEGINNING OF PERIOD
CASH AT END OF PERIOD
CASH FLOW INFORMATION
Interest
Income Taxes

XML

NATURE OF OPERATIONS

9 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

NOTE 1 – NATURE OF OPERATIONS

Our predecessor issuer was incorporated on June 15, 1998, as XRX International Entertainment Holding Group, Inc. and continued operating under that name until June 30, 2021.

Reorganization Activities:

Domiciliary Merger: On June 14, 2021, the predecessor issuer, XRX International Entertainment Holding Group, Inc. of Florida, completed a domiciliary merger into Traveler Holdings, Inc. of Oklahoma, with the Oklahoma company being the survivor under the name Traveler Holdings, Inc.

Holding Company Parent/Subsidiary Formation: On June 30, 2021, Entertainment Holdings, Inc. an Oklahoma Corporation became the parent/successor issuer pursuant to Section 1081(g) of the Oklahoma General Corporation Act under an executed agreement titled “Agreement and Plan of Reorganization” (the “Parent Subsidiary Formation”) which was executed by Traveler Holdings, Inc. (OK), Entertainment Holdings, Inc. (OK), and Expedition Holdings, Inc. (OK). Under the terms of the Agreement, Traveler Holdings, Inc. (OK) merged into Expedition Holdings, Inc. (OK) and Traveler Holdings, Inc. (OK). ceased to exist, wherein Expedition Holdings, Inc. (OK) became the survivor and successor under Section 1088 of the Oklahoma Act, having acquired all of Traveler Holdings, Inc.’s (OK) assets, rights financial statements, obligations, and liabilities as the constituent or resulting corporation. Entertainment Holdings, Inc. (OK) became the parent and the holding company of Expedition Holdings, Inc. (OK) under the Parent Subsidiary Formation which was in compliance with Section 1081(g) of the Oklahoma General Corporation Act.

Upon consummation of the Parent Subsidiary Formation, each issued and outstanding equity of the former Traveler Holdings, Inc. (OK) was transmuted into and represented the identical equity structure of XRX International Entertainment Holding Group, Inc. (FL) that existed prior to the domiciliary change and immediately prior to the Reorganization (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions. Upon consummation of the Agreement, Entertainment Holdings, Inc. (OK), was the issuer since the former Traveler Holdings, Inc. (OK) equity structure was transmuted pursuant to Section 1081(g) as the current issued and outstanding equities of Entertainment Holdings, Inc. (OK). The subsidiary, Expedition Holdings, Inc. was divested on June 30, 2021 and therefore is no longer consolidated into Entertainment Holdings, Inc. The shareholders of the Company became the shareholders of the former XRX International Entertainment Holding Group, Inc. (FL).

As a result of this reorganization, the resulting reorganized Company name became Entertainment Holdings, Inc. (“XRXH”, “Company”, “we”, or “us”). Our fiscal year end is June 30.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial statement presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

Use of Estimates and Assumptions

The preparation of financial statements in conformity U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

ENTERTAINMENT HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2023, AND 2022

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2023 the Company had no cash equivalents.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company adopted the provisions of ASC 740 and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified the U.S. federal as our “major” tax jurisdictions. However, The Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

Basic and Diluted Loss Per Share

Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.

Stock-Based Compensation

The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense for employees and non-employees is measured at the grant date fair value on the grant date. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and accrued expenses and accounts payable – related party. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

●   Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement

ENTERTAINMENT HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2023, AND 2022

Recent Accounting Pronouncements

The Company has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on its financial statements and related disclosures.

XML

GOING CONCERN

9 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

The Company has not yet achieved profitable operations, has accumulated losses, has a working capital deficiency and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available or on terms acceptable to the Company.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

As of March 31, 2023, our sole officer and director, G. Reed Petersen, has paid various expenses on behalf of the Company, totaling $22,272. During the nine months ended March 31, 2023, Mr. Petersen paid $9,544 in expenses on behalf of the Company.

As of March 31, 2022, our sole officer and director, G. Reed Petersen, has paid various expenses on behalf of the Company, totaling $7,990. During the nine months ended March 31, 2022, Mr. Petersen paid $7,990 in expenses on behalf of the Company.

As the Company’s office space needs are limited at the current time, Mr. Petersen is currently providing space to the Company at no cost.

XML

EQUITY

9 Months Ended

Mar. 31, 2023

Equity [Abstract]

EQUITY

NOTE 5 - EQUITY

The total number of shares of stock which the corporation shall have authority to issue is 600,000,000 shares, of which 100,000,000 shares of $.0001 shall be designated as Preferred Stock, and 500,000,000 shares of $.0001 par value shall be designated as Common Stock. The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series.

Common Stock and Preferred Stock

The Company has authorized 500,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Our stock does not have an active 15c2-11 and has been deactivated from OTC Markets.

The Company has authorized 100,000,000 shares of [Convertible] Preferred Stock, $0.0001 par value (the “Preferred Stock”).

The Company has designated 1,000,000 shares of Series A convertible preferred stock (“Series A Convertible Preferred Stock”) but have none issued or outstanding as of March 31, 2023.

As of March 31, 2023 there are no dividends due or payable on the Series A Convertible Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation (“Certificate”). Any and all such future terms concerning dividends shall be reflected in an amendment to the Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series A Convertible Preferred Stock shall rank pari passu with the Company’s common stock and the Series A Convertible Preferred Stock shall have no liquidation preference over any other class of stock.

Each holder of outstanding shares of Series A Convertible Preferred Stock, if issued, shall be entitled to the number of votes equal to one hundred (100) votes for each share held of record on all  matters submitted to a vote of the shareholders. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series A Convertible Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class.

Each holder of shares of Series A Convertible Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of their shares of Series A Convertible Preferred Stock into one fully paid and nonassessable share of Common Stock. In the event of a reverse split or a forward split shall occur, then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series A Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.

XML

SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring from March 31, 2023, through the date these financial statements were issued and noted that in March of 2023, the Company has entered into a Stock Purchase Agreement, (the “SPA”), in which Doug Cole purchased from G. Reed Petersen 71,770,500 shares of common stock for proceeds of $1,000 to G. Reed Petersen.  

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Financial statement presentation

Financial statement presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of financial statements in conformity U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

ENTERTAINMENT HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2023, AND 2022

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of March 31, 2023 the Company had no cash equivalents.

Income Taxes

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company adopted the provisions of ASC 740 and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified the U.S. federal as our “major” tax jurisdictions. However, The Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would be anti-dilutive.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for share-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Under the fair value recognition provisions, stock-based compensation expense for employees and non-employees is measured at the grant date fair value on the grant date. Share-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and accrued expenses and accounts payable – related party. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

●   Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement

ENTERTAINMENT HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2023, AND 2022

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on its financial statements and related disclosures.

XML

NATURE OF OPERATIONS (Details Narrative)	9 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Incorporation date	Jun. 15, 1998

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Mar. 31, 2023 USD ($)
Accounting Policies [Abstract]
cash equivalents	$ 0

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Related Party Transaction [Line Items]
Consolidated expenses paid	$ 22,272		$ 12,728
Expenses paid for the current period	9,544	$ 7,990
Related Party [Member]
Related Party Transaction [Line Items]
Consolidated expenses paid	22,272	7,990
Expenses paid for the current period	$ 9,544	$ 7,990

XML

EQUITY (Details Narrative) - $ / shares	9 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Class of Stock [Line Items]
Number of shares authorized	600,000,000
Convertible preferred stock shares authorized	100,000,000	100,000,000
Preferred stock shares par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares par value	$ 0.0001	$ 0.0001
Voting rights of common stock	Each common share entitles the holder to one vote, in person or proxy
Voting rights of preferred stock	Each holder of outstanding shares of Series A Convertible Preferred Stock, if issued, shall be entitled to the number of votes equal to one hundred (100) votes for each share held of record on all  matters submitted to a vote of the shareholders.
Preferred stock conversion basis	Each holder of shares of Series A Convertible Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of their shares of Series A Convertible Preferred Stock into one fully paid and nonassessable share of Common Stock.
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock shares authorized	1,000,000
Voting rights of preferred stock	there are no dividends due or payable on the Series A Convertible Preferred Stock.

XML

SUBSEQUENT EVENTS (Details Narrative) - Stock Purchase Agreement [Member] - Subsequent Event [Member]	1 Months Ended
	Apr. 30, 2023 USD ($) shares
Subsequent Event [Line Items]
Common stock shares purchased | shares	71,770,500
Proceeds from common stock | $	$ 1,000