UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10−Q


(Mark
One)





þ
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended: Sept. 30,
2009
 
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ____________ to _____________





Commission
File Number: 000-53069





HOLLYWOOD ENTERTAINMENT EDU
HOLDING, INC.


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
              
              26-1702585(State or other jurisdiction of incorporation
                or organization)
              
              (I.R.S. Employer Identification No.)





1875
Century Park East, Suite 700


Los Angeles, CA
90067


(Address
of principal executive offices, Zip Code)





310-990-2590


(Registrant’s
telephone number, including area code)





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





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 and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈ No  ̈




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





Large
      accelerated filer   ̈
            Accelerated
      filer  ̈Non-accelerated
      filer   ̈ (Do not
      check if a smaller reporting company)
            Smaller
      reporting company þ





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





The
number of shares outstanding of each of the issuer’s classes of common stock, as
of   November16, 2009 is as follows:




Class of Securities
              
              Shares OutstandingCommon Stock, $0.00001 par value
              
              20,000,000









PART I – FINANCIAL INFORMATION




Item 1. Financial Statements




HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
DEVELOPMENT STAGE COMPANY)


(A
DELAWARE CORPORATION)


Los
Angeles, CA








AT


SEPTEMBER 30, 2009




HOLLYWOOD ENTERTAINMENT EDU HOLDING,
INC.


(A
DEVELOPMENT STAGE COMPANY)


(A
DELAWARE CORPORATION)


Los
Angeles, CA




TABLE
OF CONTENTS




Balance Sheets at Sept 30, 2009 (Unaudited) and
      December 31, 2008
                                F-1Statement of Changes in Stockholders’ Equity for
      the Period from Date of Inception (November 8, 2007) through Sept 30, 2009
      (Unaudited)
                                F-3Statements of Operations for the Three and Nine
      Months Ended Sept 30, 2009 and 2008 and for the Period from Date of
      Inception (November 8, 2007) through Sept 30, 2009
      (Unaudited)
                                F-2Statements of Cash Flows for the Nine Months Ended
      Sept 30, 2009 and 2008 and for the Period from Date of Inception (November
      8, 2007) through Sept 30, 2009 (Unaudited)
                                F-4Notes to Financial
    Statements
                                F-5
      -
                                  F-6









HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


BALANCE
SHEETS





Sept 30, 2009
                        (unaudited)
                      
                      
                      December 31,
                        2008Assets:
                      
                      $Current
      Assets:Cash
                      
                      
                      -
                      
                      
                      
                      -Total
      Current Assets
                      
                      
                      -
                      
                      
                      
                      -TOTAL
      ASSETS
                      
                      
                      -
                      
                      
                      
                      -LIABILITIES
      AND STOCKHOLDER’S EQUITY:Accrued
      Expenses
                      
                      
                      2500
                      
                      
                      
                      -Advances
      from Officers
                      
                      
                      1,788
                      
                      
                      
                      1,788Total
      Current Liabilities
                      
                      
                      4,288
                      
                      
                      
                      1,788TOTAL
      LIABILITIES
                      
                      
                      4,288
                      
                      
                      
                      1,788Common
      stock,$.00001 par value, authorized 100,000,000 shares 20,000,000 issued
      and outstanding
                      
                      
                      200
                      
                      
                      
                      20Additional
      paid in capital
                      
                      
                      3,000
                      
                      
                      
                      3,000Deficit
      accumulated during the development stage
                      
                      
                      (7,488
                      )
                      
                      
                      (4,808
                      )Total
      Stockholder’s equity
                      
                      
                      (4,288)
                      
                      
                      
                      (1,788)TOAL
      LIABILITIES AND STOCKHOLDER’S DEFICIT
                      
                      $
                      -
                      
                      
                      
                      -




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





F-1




HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


STATEMENTS
OF OPERATIONS


(Unaudited)




Period FromDate of InceptionFor the Nine Months Ended
                    
                    
                    For the 3 Months Ended
                    
                    
                    (November 8, 2007)Sept 30,
                    
                    
                    Sept 30,
                    
                    
                    Through2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    Sept 30, 2009Revenues
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —ExpensesGeneral
      and Administrative
                    
                    
                    2680
                    
                    
                    
                    —
                    
                    
                    
                    500
                    
                    
                    
                    —
                    
                    
                    
                    7,488Total
      Expenses
                    
                    $
                    2680
                    
                    
                    $
                    —
                    
                    
                    $
                    500
                    
                    
                    $
                    —
                    
                    
                    $
                    7,488Net
      Loss
                    
                    $
                    (2,680
                    )
                    
                    $
                    —
                    
                    
                    $
                    (500
                    )
                    
                    $
                    —
                    
                    
                    $
                    (7,488
                    )Loss
      per Share - Basic and Diluted
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      Average Common Shares Outstanding
                    
                    
                    3,200,004
                    
                    
                    
                    20,000,000
                    
                    
                    
                    20,000,000
                    
                    
                    
                    20,000,000
                    
                    
                    
                    2,250,506




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


F-2




HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


STATEMENTS
OF STOCKHOLDER’S DEFICIT


For
the period from November 8, 2007 (Inception) to Sept 30, 2009


(Unaudited)





Common StockNumber of
                    Shares
                  
                  
                  Amount
                  
                  
                  Additional
                    Paid in
                    Capital
                  
                  
                  Accumulated
                    (Deficit)
                    During the
                    Development
                    Stage
                  
                  
                  Total
                    Stockholder’s
                    DeficitInception  -
      November 8, 2007
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  -Issuance
      of shares to founder
                  
                  
                  
                  
                  
                  
                  20
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  20Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (4,808
                  )
                  
                  
                  (4,808)Additional
      Paid In Capital
                  
                  
                  2,000,000
                  
                  
                  
                  
                  
                  
                  
                  3,000
                  
                  
                  
                  
                  
                  
                  
                  3,000Balance
      December 31, 2008
                  
                  
                  2,000,000
                  
                  
                  
                  20
                  
                  
                  
                  3,000
                  
                  
                  
                  (4,808
                  )
                  
                  
                  (1,788)Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,680)
                  
                  
                  
                  (2,680)Issuance
      of Stock to Owner
                  
                  
                  18,000,000
                  
                  
                  
                  180
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  180Balance
      – Sept 30, 2009
                  
                  $
                  20,000,000
                  
                  
                  $
                  200
                  
                  
                  $
                  3,000
                  
                  
                  
                  (7,488
                  )
                  
                  $
                  (4,288)




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


F-3





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


STATEMENTS
OF CASH FLOWS


(unaudited)





Period FromDate of InceptionFor the Nine Months Ended
                    
                    
                    (November 8, 2007)Sept 30,
                    
                    
                    Through2009
                    
                    
                    2008
                    
                    
                    Sept 30, 2009Cash
      Flows from Operating ActivitiesNet
      Loss
                    
                    $
                    (2,680)
                    
                    
                    $
                    —
                    
                    
                    $
                    (7,488
                    )Non
      Cash Adjustments:Common
      Stock Issued in Lieu of Expenses paid
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    20Changed in Accrued Expenses
                    
                    
                    2,500
                    
                    
                    
                    
                    
                    
                    
                    2,500Net
      Cash Flows from Operating Activities
                    
                    
                    (180)
                    
                    
                    
                    —
                    
                    
                    
                    (4,968)Net
      Cash Flows from Investing Activities
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Cash
      Flows from Financing ActivitiesAdvances
      from Officer
                    
                    
                    180
                    
                    
                    
                    —
                    
                    
                    
                    4,968Net
      Change in Cash and Cash Equivalents
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Cash
      and Cash Equivalents - Beginning of Period
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Cash
      and Cash Equivalents - End of Period
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —Cash
      Paid During the Period for:Interest
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —Income
      Taxes
                    
                    $
                    —
                    
                    
                    $
                    —
                    
                    
                    $
                    —




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


F-4





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


Sept
30, 2009





NOTES TO FINANCIAL STATEMENTS





Note A -
            The
  Company


Hollywood
Entertainment EDU Holding, Inc., a development stage company (the “Company”),
was incorporated under the laws of the State of Delaware on November 8,
2007.   The Company is 100% owned by Hollis Liu. The Company is
looking to acquire an existing company or acquire the technology to begin
operations.





As a
blank check company, the Company’s business is to pursue a business combination
through acquisition, or merger with, an existing company. As of the date of the
financial statements, the Company is not conducting negotiations with any target
business. No assurances can be given that the Company will be successful in
locating or negotiating with any target company.





Since
inception, the Company has been engaged in organizational efforts.





The
condensed financial statements of Hollywood Entertainment EDU Holding, Inc.,
(the “Company”) included herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”).  Certain information and footnote disclosures
normally included in financial statements prepared in conjunction with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the annual audited
financial statements and the notes thereto included in the Company’s
registration statement on Form 10-KSB, and other reports filed with the
SEC.





The
accompanying unaudited interim financial statements reflect all adjustments of a
normal and recurring nature which are, in the opinion of management, necessary
to present fairly the financial position, results of operations and cash flows
of the Company for the interim periods presented.  The results of
operations for these periods are not necessarily comparable to, or indicative
of, results of any other interim period or for the fiscal year taken as a
whole.  Certain information that is not required for interim financial
reporting purposes has been omitted.





Note B -
            Summary of Significant Accounting
      Policies


Method
of Accounting


The
Company maintains its books and prepares its financial statements on the accrual
basis of accounting.





Note B -
            Summary of Significant Accounting
      Policies – continued


Recent
Pronouncements


The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position, or cash flow.





Note C -
            Equity
      Securities


Holders
of shares of common stock shall be entitled to cast one vote for each common
share held at all stockholder’s meetings for all purposes, including the
election of directors.  The common stock does not have cumulative
voting rights.


-
      continued -




F-5





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


Sept
30, 2009





The
preferred stock of the Company shall be issued by the Board of Directors of the
Company in one or more classes or one or more series within any class and such
classes or series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations or restrictions as the
Board of Directors of the Company may determine, from time to time.





No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
or any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.




Note D -
            Going
    Concern


The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has reported
recurring losses from operations.  As a result, there is an
accumulated deficit of $7,488 at Sept 30,
2009.





The
Company’s continued existence is dependent upon its ability to raise capital or
acquire a marketable company. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.





Note E
    -
            Subsequent
      Events


Subsequent
events were evaluated through December 8, 2009,
the date the financial statements were issued.


F-6





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


Sept
30, 2009





Item
      2.
            Management’s
      Discussion and Analysis or Plan of
Operation.





Plan of
Operation




The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.




In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.




It is
anticipated that any securities issued in any such business combination would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance. However, if the Company cannot effect a non-cash acquisition, the
Company may have to raise funds from a private offering of its securities under
Rule 506 of Regulation D. There is no assurance the Company would obtain any
such equity funding.




The
Company will participate in a business combination only after the negotiation
and execution of appropriate agreements. Negotiations with a target company will
likely focus on the percentage of the Company which the target company
shareholders would acquire in exchange for their shareholdings.




Although
the terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such
time.





Results
of Operations





The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been generated
by the Company from November 8, 2007(inception) to Sept 30, 2009. It is unlikely
the Company will have any revenues unless it is able to effect an acquisition or
merger with an operating company, of which there can be no
assurance.





Expenses
incurred since inception are primarily due to legal, accounting, and other
professional service fees.


1


HOLLYWOOD ENTERTAINMENT EDU HOLDING,
INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


Sept
30, 2009





Liquidity
and Capital Resources




At Sept
30, 2009, the Company had no capital resources and will rely upon the issuance
of common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.




Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.




The
Company and/or shareholders will supervise the search for target companies as
potential candidates for a business combination. The Company and/or shareholders
may pay as their own expenses any costs incurred in supervising the search for a
target company. The Company and/or shareholders may enter into agreements with
other consultants to assist in locating a target company and may share stock
received by it or cash resulting from the sale of its securities with such other
consultants.




Off-Balance
Sheet Arrangements




The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.




Item 3.
            Quantitative and qualitative
      Disclosures About Market
Risk





Not
applicable.





Item
      4.
            Controls
      and Procedures.




Evaluation
of Controls and Procedures.




In
accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required
to perform an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures as of the end of the
period.




2


HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


Sept
30, 2009





Evaluation
of Disclosure Controls and Procedures




Based on
their evaluation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of Sept 30, 2009, our
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures were not effective to
ensure that the information required to be disclosed by us in this Report was
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and instructions for Form 10-Q.





Our
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures had the following
deficiency:




●
            We were unable to maintain any
      segregation of duties within our business operations due to our reliance
      on a single individual fulfilling the role of both our Principal Executive
      Officer and Principal Financial Officer. While this control deficiency did
      not result in any audit adjustments to our interim or annual financial
      statements, it could have resulted in a material misstatement that might
      have been prevented or detected by a segregation of duties. Accordingly we
      have determined that this control deficiency constitutes a material
      weakness.





To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





Changes
in Internal Controls.




No change
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended
September 30,
2009 that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.


3





PART II – OTHER INFORMATION




Item
      1.
            Legal
      Proceedings.




None





Item
      2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds.




None





Item
      3.
            Defaults
      Upon Senior Securities.




None





Item
      4.
            Submission
      of Matters to a Vote of Security
Holders.




None





Item
      5.
            Other
      Information.




None





Item
      6.
            Exhibits.




3.1
            Certificate of Incorporation, as
      filed with the Delaware Secretary of State on November 8,
      2007(1)





3.2
            By-Laws
  (1)





31.1
            Certification by Chief Executive
      Officer pursuant to Sarbanes-Oxley Section
  302*





31.2
            Certification by Chief Financial
      Officer pursuant to Sarbanes-Oxley Section
  302*





32.1
            Certification pursuant to Section
      906 of Sarbanes Oxley Act of
2002*




* Filed
Herewith





(1) Filed
as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed
with the Securities and Exchange Commission on November 8, 2007, and
incorporated herein by reference.


4




SIGNATURES





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





Dated:
December 8, 2009





HOLLYWOOD
      ENTERTAINMENT
              EDU
      HOLDING, INC.(Registrant)/s/ Hollis LiuHollis
      Liu, President




5