SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549


FORM 10-Q


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


FOR
THE QUARTERLY PERIOD ENDED March 31, 2009 or


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





Commission
file number: 000-53069





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(Exact
name of registrant as specified in its charter)


Delaware
                (State
      or other jurisdiction
              
              No. 26-1702585
                (I.R.S.
      Employer Identification No.)of
      incorporation or organization)1875
      Century Park East, Suite 700
                Los
      Angeles, CA
                (Address
      of principal executive offices)
              
              90067
                (Zip
      Code)





310-990-2590


(Registrant’s
telephone number, including area code)





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 o No þ





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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No þ





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
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




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





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





As of
May 12, 2009, the Registrant had 20,000,000 shares of its common stock
outstanding.







INDEX




Page NumberPart
      I. FINANCIAL INFORMATION:Item 1.
      Unaudited Financial StatementsBalance
      Sheets—
                    As
      of March 31, 2009 and December 31, 2008
                  
                  3Statements
      of Operations —
                    For
      the Three Months Ended March 31, 2009  and 2008 and for the
      cumulative period from inception (November 8, 2007) to March 31,
      2009
                  
                  4Statements
      of Stockholder’s Deficit —
                    For
      the cumulative period from inception (November 8, 2007) to March 31,
      2009
                  
                  5Statements
      of Cash Flows —
                    For
      the Three Months Ended March 31, 2009  and 2008 and for the
      cumulative period from inception (November 8, 2007) to March 31,
      2009
                  
                  6Notes
      to Financial Statements
                  
                  7Item 1A.
      Risk Factors
                  
                  9Item 2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  14Item 3.
      Quantitative and Qualitative Disclosures about Market Risk
                  
                  17Item 4.
      Controls and Procedures
                  
                  17Part
      II. OTHER INFORMATION:Item 1.
      Legal Proceedings
                  
                  17Item 6.
      Exhibits and Reports on Form 8-K
                  
                  17SIGNATURES
                  
                  18Exhibit
      31.1Exhibit
      32


2





ITEM 1. FINANCIAL
STATEMENTS





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC


(A
Development Stage Enterprise)


BALANCE
SHEETS




March 31, 2009
                  (unaudited)
                
                
                December 31,
                  2008Assets:
                
                $Current
      Assets:Cash
                
                
                -
                
                
                
                -Total
      Current Assets
                
                
                -
                
                
                
                -TOTAL
      ASSETS
                
                
                -
                
                
                
                -LIABILITIES
      AND STOCKHOLDER’S EQUITY:Commitment
      and contingencies
                
                
                -
                
                
                
                -Current
      Liabilities:Advances
      from Officers
                
                
                1,788
                
                
                
                1,788Total
      Current Liabilities
                
                
                1,788
                
                
                
                1,788TOTAL
      LIABILITIES
                
                
                1,788
                
                
                
                1,788Stockholder’s
      equity:Common
      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
                
                
                (4,988
                )
                
                
                (4,808
                )Total
      Stockholder’s equity
                
                
                (1,788
                )
                
                
                (1,788
                )TOAL
      LIABILITIES AND STOCKHOLDER’S DEFICIT
                
                $
                -
                
                
                
                -




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


3




HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC


(A
Development Stage Enterprise)


STATEMENTS
OF OPERATIONS


(Unaudited)





For the
                        Three
                        months
                        ended
                        March 31,
                        2009
                      
                      
                      For the Three
                        months ended
                        March 31, 2008
                      
                      
                      For the period
                        November 8,
                        2007
                        (Inception)
                        through
                        March 31,
                        2009IncomeRevenue
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -General
      and Administrative
                      
                      
                      180
                      
                      
                      
                      -
                      
                      
                      
                      4,988TOTAL
      EXPENSES
                      
                      
                      180
                      
                      
                      
                      -
                      
                      
                      
                      4,988Net
      Loss
                      
                      
                      (180
                      )
                      
                      
                      -
                      
                      
                      
                      (4,988
                      )Net
      loss per share (basic and diluted)
                      
                      
                      (.00
                      )
                      
                      
                      (.00
                      )
                      
                      
                      (.00
                      )Weighted
      average shares outstanding (basic and diluted)
                      
                      
                      3,400,004
                      
                      
                      
                      2,000,000
                      
                      
                      
                      2,250,506





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


4





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


STATEMENTS
OF STOCKHOLDER’S DEFICIT


For the
period from November 8, 2007 (Inception) to March 31, 2009


(Unaudited)





Common Stock
                        
                        
                        
                        
                        
                        AccumulatedNumber
      of
                          Shares
                        
                        
                        Amount
                        
                        
                        Additional
                          Paid
      In
                          Capital
                        
                        
                        (Deficit)
                          During
      the
                          Development
                          Stage
                        
                        
                        Total
                          Stockholder’s
                          DeficitInception  -
      November 8, 2007
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Issuance
      of shares to founder
                        
                        
                        2,000,000
                        
                        
                        
                        20
                        
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        20Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        (4,808
                        )
                        
                        
                        (4,808
                        )Additional
      Paid In Capital
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        3,000
                        
                        
                        
                        
                        
                        
                        
                        3,000Balance
      – December 31, 2008
                        
                        $
                        2,000,000
                        
                        
                        $
                        20
                        
                        
                        
                        3,000
                        
                        
                        $
                        (4,808
                        )
                        
                        $
                        (1,788
                        )Net
      loss
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        
                        
                        
                        
                        (180
                        )
                        
                        
                        (180
                        )Issuance
      of Stock to owner
                        
                        
                        18,000,000
                        
                        
                        
                        180
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        180Balance
      – March 31, 2009
                        
                        
                        20,000,000
                        
                        
                        
                        200
                        
                        
                        
                        3,000
                        
                        
                        
                        (4,988
                        )
                        
                        
                        (1,788
                        )





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


5





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


(A
Development Stage Enterprise)


STATEMENTS
OF CASH FLOWS


(unaudited)





For the
                  three
                  months
                  ended
                  March 31,
                  2009
                
                
                For the
                  three
                  months
                  ended
                  March 31,
                  2008
                
                
                For the
                  period
                  November
                  8, 2007
                  (Inception)
                  through
                  March 31,
                  2009Cash
      Flows from Operating Activities:Net
      Loss
                
                
                (180
                )
                
                $
                —
                
                
                $
                (4,988
                )Shares
      issued in lieu of expenses paid
                
                
                —
                
                
                
                —
                
                
                
                20—
                
                
                
                —Cash
      Flows used in Operating Activities
                
                
                —
                
                
                
                —
                
                
                
                (4,968
                )—
                
                
                
                —Cash
      Flows from Financing Activities: Advances from Officer
                
                
                180
                
                
                
                —
                
                
                
                4,968—
                
                
                
                —Net
      Increase in Cash
                
                
                -—
                
                
                
                —Cash
      and cash equivalents – Beginning of period
                
                
                ——
                
                
                
                —Cash
      and cash equivalents - End of period
                
                
                ——
                
                
                
                —SUPPLEMENTARY
      INFORMATIONInterest
      Paid
                
                $
                —
                
                
                $
                —
                
                
                $
                —Taxes
      Paid
                
                $
                —
                
                
                $
                —
                
                
                $
                —





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


6





HOLLYWOOD
ENTERTAINMENT EDU HOLDING, INC.


Notes
to Financial Statements


March 31,
2009


(unaudited)





NOTE 1 —
ORGANIZATION





Organization and Line of
Business


Hollywood
Entertainment EDU Holding, Inc., (“the Company”) was incorporated in the State
of Delaware on November 8, 2007 as China Environment Holdings, Inc., and has
been inactive since inception. 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. 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.





NOTE 2 — SIGNIFICANT ACCOUNTING
POLICIES





Basic of Presentation/Going
Concern





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has no established source of revenue. This matter raises substantial doubt about
the Company’s ability to continue as a going concern. These financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.





Management
plans to take the following steps that it believes will be sufficient to provide
the Company with the ability to continue in existence:





Management
intends to raise financing through private equity financing or other means and
interests that it deems necessary.





As of
March 31, 2009 the company has not raised any equity
financing.





Use of Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expense during the reporting periods. Actual
results could differ from these estimates.





Fair Value of Financial
Instruments


The
estimated fair values of cash, property and equipment and due to stockholder,
none of which are held for trading purposes, approximate their carrying value
because of the short term maturity of these instruments or the stated interest
rates are indicative of market interest rates.


7




Hollywood
Entertainment EDU Holding, Inc.


Notes
to Financial Statements


March 31,
2009





NOTE 2 — SIGNIFICANT ACCOUNTING
POLICIES (Continued)





Income Taxes


The
Company follows the asset and liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements
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 those 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 included the enactment date. A valuation allowance is recorded to
reduce the carrying amounts of deferred tax assets unless management believes it
is more likely than not that such assets will be realized.





Basis and Diluted lncome/(Loss) Per
Share:


In
accordance with SFAS No. 128, “Earnings Per Share,” the basic income/(loss)
per common share is computed by dividing net income/(loss) available to common
stockholders by the weighted average number of common shares outstanding.
Diluted income per common share is computed similar to basic income per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive.





Revenue
Recognition


Revenue
is recognized in accordance with SEC Staff Accounting Bulletin No. 101,
“Revenue Recognition in Financial Statements”. The Company recognizes revenue
when the significant risks and rewards of ownership have been transferred to the
customer pursuant to applicable laws and regulations, including factors such as
when there has been evidence of a sales arrangement, the performance has
occurred, or service have been rendered, the price to the buyer is fixed or
determinable, and collectability is reasonably assured.





Critical
Accounting Policies


Critical
accounting policies are those we believe are most important to portraying our
financial conditions and results of operations and also require the greatest
amount of subjective or complex judgments by management.  Judgments and
uncertainties regarding the application of these policies may result in
materially different amounts being reported under various conditions or using
different assumptions.  There have been no material changes to the critical
accounting policies previously disclosed in our Annual Report on Form 10-K for
the fiscal yearended December 31,
2008.




NOTE
3 — STOCKHOLDER’S EQUITY


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




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
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.




The
company has issued a total of 20,000,000 shares of common
stock.


8


ITEM 1A. RISK
FACTORS




You
should carefully review and consider the following risks as well as all other
information contained in this report, including our financial statements and the
notes to those statements. The following risks and uncertainties are not the
only ones facing us. Additional risks and uncertainties of which we are
currently unaware or which we believe are not material also could materially
adversely affect our business, financial condition, results of operations, or
cash flows. To the extent any of the information contained in this annual report
constitutes forward-looking information, the risk factors set forth below are
cautionary statements identifying important factors that could cause our actual
results for various financial reporting periods to differ materially from
those expressed in any forward-looking statements made by or on our behalf and
could materially adversely effect our financial condition, results of operations
or cash flows.




There
may be conflicts of interest as a result of our management being involved with
other blank check shell companies which may result in decisions that are adverse
to our business.




Conflicts
of interest and non-arms length transactions may arise in the future. Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the Company. The terms of a business combination
may include terms like the retention of our current officers and directors as
officers and directors of the successor company in the business combination. The
terms of a business combination may provide for a payment by cash or otherwise
to members of our management team for the purchase or retirement of all or part
of our common stock that is held by them or for services rendered incident to or
following a business combination. Our management team would directly benefit
from this type of employment or payment. These benefits may influence our
management team's choice of a target company. Our certificate of incorporation
provides that we may indemnify our officers and/or directors for liabilities,
which can include liabilities arising under the securities
laws.  Therefore, our assets could be used or attached to satisfy any
liabilities subject to this indemnification.




Our
management is currently or in the future may become, involved with other blank
check shell companies, and in our pursuit of business combinations, conflicts
with such other companies may arise.  If we desire to take advantage
of the same opportunities as such other blank check shell companies, then those
members of management that are affiliated with both companies would abstain from
voting upon the opportunity.  In the event of identical officers and
directors, the officers and directors will arbitrarily determine which company
will be entitled to proceed with the proposed transaction. These conflicts may
result in management decisions that could negatively affect our operations and
potentially result in the loss of opportunities.




We have a limited operating
historyand no revenues
or earnings from operations.




We have a
limited operating history and no revenues or earnings from operations since
inception. We have no significant assets or financial resources. We will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a merger or other business combination with a private
company. This may result in our incurring a net operating loss that will
increase unless we consummate a business combination with a profitable business.
We cannot assure you that we can identify a suitable business opportunity and
consummate a business combination, or that any such business will be profitable
at the time of its acquisition by us or ever.




Since our
inception on November 8, 2007 through March 31, 2009, we have incurred a net
loss of $(4,988.00). We expect that we will incur losses at least until we
complete a merger or other business combination with an operating business and
perhaps after such a combination as well. There can be no assurance that we will
complete a merger or other business combination with an operating business or
that we will ever be profitable.


9




We
face a number of risks associated with potential acquisitions.




We intend
to use reasonable efforts to complete a merger or other business combination
with an operating business. Such combination will be accompanied by risks
commonly encountered in acquisitions, including, but not limited to,
difficulties in integrating the operations, technologies, products and personnel
of the acquired companies and insufficient revenues to offset increased expenses
associated with acquisitions. Failure to manage and successfully integrate
acquisitions we make could harm our business, our strategy and our operating
results in a material way.




There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.




We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are, and will continue to be, an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.




Our
proposed operations are purely speculative. Future success is highly dependent
on the ability of management to locate and attract a suitable acquisition. There
can be no assurance that we will successfully consummate a business
combination.




The
nature of our operations is highly speculative, and there is a consequent risk
of loss of your investment. The success of our plan of operation will depend to
a great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting these
criteria. In the event we complete a business combination, the success of our
proposed plan of operation will depend to a great extent on the operations,
financial condition and management of the identified target company and numerous
other factors beyond our control. We can give no assurances that we will
successfully identify and evaluate suitable business opportunities, negotiate a
business combination on favorable terms, or that we will conclude a business
combination.




Our
management team does not devote its full time to our business and operations
which may adversely impact our ability to identify a suitable acquisition
candidate.




Our
officers and directors, who serve only on a part-time basis, have had limited
experience in the business activities contemplated by us, yet we will be solely
dependent on them. We lack the funds or other incentive to hire full-time
experienced management. Each of our management members has other employment or
business interests to which he devotes his primary attention and will continue
to do so, devoting time to us only on an as-needed basis. This limited
commitment may adversely impact our ability to identify and consummate a
successful business combination.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.




Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.


10


We
may be subject to further government regulation which would adversely affect our
operations.




Although
we are subject to the reporting requirements under the Exchange Act, management
believes we are not subject to regulation under the Investment Company Act since
we are not engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.




Any
potential acquisition or merger with a foreign company may subject us to
additional risks.




If we
enter into a business combination with a foreign company, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.




We
may be subject to certain tax consequences in our business, which may increase
our cost of doing business.




Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that we may undertake. We may not be able to structure
our acquisition to result in tax-free treatment for the companies or their
stockholders, which could deter third parties from entering into certain
business combinations with us or result in being taxed on consideration received
in a transaction. Currently, a transaction may be structured so as to result in
tax-free treatment to both companies, as prescribed by various federal and state
tax provisions. We intend to structure any business combination so as to
minimize the federal and state tax consequences to both us and the target
entity; however, we cannot guarantee that the business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes that may have an adverse effect on both parties to the
transaction.




Because
we may seek to complete a business combination through a “reverse merger,”
following such a transaction we may not be able to attract the attention of
major brokerage firms.




Additional
risks may exist since we expect to assist a privately held business to become
public through a “reverse merger.” Securities analysts of major brokerage firms
may not provide coverage of our Company since there is no incentive to brokerage
firms to recommend the purchase of our common stock. No assurance can be given
that brokerage firms will want to conduct any secondary offerings on behalf of
our post-merger company in the future.


11


There
is not now, and there may not ever be, an active market for our common stock and
we cannot assure you that the common stock will become liquid or that it will be
listed on a securities exchange.




There
currently is no market for our common stock. We plan to list our common stock as
soon as practicable. However, we cannot assure you that we will be able to meet
the initial listing standards of any stock exchange, or that we will be able to
maintain any such listing.  In this venue, however, an investor may find it
difficult to obtain accurate quotations as to the market value of the common
stock and trading of our common stock may be extremely sporadic. For example,
several days may pass before any shares may be traded. A more active market for
the common stock may never develop. In addition, if we failed to meet the
criteria set forth in SEC regulations, various requirements would be imposed by
law on broker-dealers who sell our securities to persons other than established
customers and accredited investors. Consequently, such regulations may deter
broker-dealers from recommending or selling the common stock, which may further
affect its liquidity. This would also make it more difficult for us to raise
additional capital.


We
cannot assure you that following a business combination with an operating
business, our common stock will be listed on NASDAQ or any other securities
exchange; and if listed we may be subject to penny stock rules.




Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of common stock on either of those or any other stock exchange. After completing
a business combination, until our common stock is listed on the NASDAQ or
another stock exchange, we expect that our common stock would be eligible to
trade on the OTC Bulletin Board, another over-the-counter quotation system, or
on the “pink sheets,” where our stockholders may find it more difficult to
dispose of shares or obtain accurate quotations as to the market value of our
common stock.




In
addition, after such listing, our securities may be classified as penny stock.
The SEC has adopted Rule 15g-9 which establishes the definition of a "penny
stock," for purposes relevant to us, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less than $5.00
per share whose securities are admitted to quotation but do not trade on the
Nasdaq Capital Market or on a national securities exchange. For any transaction
involving a penny stock, unless exempt, the rules require delivery of a document
to investors stating the risks, special suitability inquiry, regular reporting
and other requirements. Prices for penny stocks are often not available and
investors are often unable to sell this stock. Consequently, such rule may deter
broker-dealers from recommending or selling our common stock, which may further
affect its liquidity. This would also make it more difficult for us to raise
additional capital following a business combination.




All
our issued and outstanding capital stock is owned and controlled by Hollis
Liu.




Our sole
director and officer and controlling stockholder, Hollis Liu, currently owns all
of our issued and outstanding capital stock, and therefore controls our
operations and will have the ability to control all matters submitted to
stockholders for approval, including:




·
            election
      of our board of directors;




·
            removal
      of any directors;




·
            amendment
      of our Certificate of Incorporation or Bylaws;
  and




·
            adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or other business
combination.




This
stockholder thus has complete control over our management and affairs.
Accordingly, his ownership may have the effect of impeding a merger,
consolidation, takeover or other business consolidation, or discouraging a
potential acquirer from making a tender offer for our common stock, which may
further affect its liquidity.




12




Our
sole stockholder may have a minority interest in the Company following a merger
or other business combination with an operating business.


If we
consummate a merger or business combination with a company with a value in
excess of the value of our Company and issue shares of common stock to the
stockholders of such company as consideration for merging with us, our sole
stockholder would own less than 50% of the Company after the business
combination. The stockholders of the acquired company would therefore be able to
control the election of our board of directors and control our
Company.




We
have never paid dividends on our common stock.




We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.




We
intend to issue more shares in a merger or acquisition, which will result in
substantial dilution.




Our
Certificate of Incorporation authorizes the issuance of a maximum of
100,000,000 shares of common stock. Any merger or acquisition effected by
us may result in the issuance of additional securities without stockholder
approval and the substantial dilution in the percentage of common stock held by
our then existing stockholders. Moreover, the common stock issued in any such
merger or acquisition transaction may be valued on an arbitrary or
non-arm’s-length basis by our management, resulting in an additional reduction
in the percentage of common stock held by our current stockholder. Our board of
directors has the power to issue any or all of such authorized but unissued
shares without stockholder approval. To the extent that additional shares of
common stock or preferred stock are issued in connection with a business
combination or otherwise, dilution to the interests of our stockholder will
occur and the rights of the holder of common stock might be materially and
adversely affected.




There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.




Since
shares of our common stock issued prior to a business combination or reverse
merger cannot currently, nor will they for a considerable period of time after
we complete a business combination, be available to be offered, sold, pledged or
otherwise transferred without being registered pursuant to the Securities Act,
we will likely file a resale registration statement on Form S-1, or some other
available form, to register for resale such shares of our common stock. We
cannot control this future registration process in all respects as some matters
are outside our control. Even if we are successful in causing the effectiveness
of the resale registration statement, there can be no assurances that the
occurrence of subsequent events may not preclude our ability to maintain the
effectiveness of the registration statement. Any of the foregoing items could
have adverse effects on the liquidity of our shares of our common
stock.




In
addition, the SEC has recently disclosed that it has developed internal informal
guidelines concerning the use of a resale registration statement to register the
securities issued to certain investors in private investment in public equity
(PIPE) transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a Registration Statement
on Form S-3 to register its securities.  The SEC has taken the
position that these smaller issuers may not be able to rely on Rule 415 under
the Securities Act, orRule 415, which generally permits the offer and sale
of securities on a continued or delayed basis over a period of time, but instead
would require that the issuer offer and sell such securities in a direct or
“primary” public offering, at a fixed price, if the facts
and circumstances are such that the SEC believes the investors seeking to have
their shares registered are underwriters and/or affiliates of the issuer. It
appears that the SEC in most cases will permit a registration for resale of up
to one third of the total number of shares of common stock then currently owned
by persons who are not affiliates of such issuer and, in some cases, a larger
percentage depending on the facts and circumstances. Staff members also have
indicated that an issuer in most cases will have to wait until the later of six
months after effectiveness of the first registration or such time as
substantially all securities registered in the first registration are sold
before filing a subsequent registration on behalf of the same investors. Since,
following a reverse merger or business combination, we may have little or no
tradable shares of common stock, it is unclear as to how many, if any, shares of
common stock the SEC will permit us to register for resale, but SEC staff
members have indicated a willingness to consider a higher percentage in
connection with registrations following reverse mergers with shell companies
such as the Company. The SEC may require as a condition to the declaration of
effectiveness of a resale registration statement that we reduce or “cut back”
the number of shares of common stock to be registered in such registration
statement. The result of the foregoing is that a stockholder’s liquidity in
common stock may be adversely affected in the event the SEC requires a cut back
of the securities as a condition to allow us to rely on Rule 415 with respect to
a resale registration statement, or, if the SEC requires us to file a primary
registration statement.


13


In
order to grow at the pace expected by management, we will require additional
capital to support our long-term business plan. If we are unable to obtain
additional capital in future years, we may be unable to proceed with our
long-term business plan and we may be forced to curtail or cease our operation
or further business expansion.




We will
require additional working capital to support our long-term business plan, which
includes identifying suitable targets for horizontal or vertical mergers or
acquisitions, so as to enhance the overall productivity and benefit from
economies of scale. After a suitable business combination, our working capital
requirements and the cash flow provided by future operating activities, if any,
will vary greatly from quarter to quarter, depending on the volume of business
during the period and payment terms with our customers. Due to the current
global financial crisis, we may not be able to obtain adequate levels of
additional financing, whether through equity financing, debt financing or other
sources. To raise funds, we may need to issue new equities or bonds which could
result in additional dilution to our shareholders, and additional financings
could result in significant dilution to our earnings per share or the issuance
of securities with rights superior to our current outstanding securities or
contain covenants that would restrict our operations and strategy.  In
addition, we may grant registration rights to investors purchasing our equity or
debt securities in the future. If we are unable to raise additional financing,
we may be unable to implement our long-term business plan, develop or enhance
new products and services, take advantage of future opportunities or respond to
competitive pressures on a timely basis, if at all. In addition, a lack of
additional financing could force us to substantially curtail or cease
operations.  The current global credit crisis is making it difficult,
if not impossible, for companies to obtain financing for acquisitions and
operational growth. There is no indication when this credit crisis will abate.
Accordingly, we cannot assure you that we will be able to obtain such third
party financing on terms favorable to us or at all. The current global
credit crisis is making it difficult, if not impossible, for companies to obtain
financing for acquisitions and operational growth. There is no indication when
this credit crisis will abate. Accordingly, we cannot assure you that we will be
able to obtain such third party financing on terms favorable to us or at
all.




ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The
following management’s discussion and analysis should be read in conjunction
with our financial statements and the notes thereto and the other financial
information appearing elsewhere in this report. In addition to historical
information, the following discussion contains certain forward-looking
information. See “Special Note Regarding Forward Looking Statements” above for
certain information concerning those forward looking statements. Our financial
statements are prepared in U.S. dollars and in accordance with U.S.
GAAP.





Overview
of Our Business




We were
incorporated in the State of Delaware on November 8, 2007. Since inception, we
have been engaged in organizational efforts and obtaining initial financing. We
were formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business. Since the effectiveness
of our registration statement on Form 10-SB, we have focused our efforts on
identifying a possible business combination.


14




We are
currently a shell company that intends to enter into a business combination with
one or more privately held businesses. Management believes that we will be
attractive to privately held operating companies interested in becoming publicly
traded by means of a business combination with us, without offering their own
securities to the public. We will not be restricted in our search for business
combination candidates to any particular geographical area, industry or industry
segment, and may enter into a combination with a private business engaged in any
line of business. Management’s discretion is, as a practical matter, unlimited
in the selection of a combination candidate.




Recent
Developments




On
February 18, 2009, we entered into a share exchange agreement, or Share Exchange
Agreement, with Hollis Liu and Hollis Liu, our sole director, officer and
stockholder. Under the Share Exchange Agreement, Hollis Liu sold 2,000,000
shares of Common Stock to Hollis Liu and resigned as our sole officer and
director.  Hollis Liu was elected as the sole officer and director
effective March 3, 2009.




On March
25, 2009, our sole officer and director, Hollis Liu, contributed additional
capital in the amount of $180.00 for required filing fees and received in
exchange 18,000,000 additional shares of common stock.




Plan
of Operation




We have
not realized any revenues from operations since our inception, and our plan of
operation for the next twelve months is to locate a suitable acquisition or
merger candidate and consummate a business combination. We may need additional
cash advances from our stockholder or loans from other parties to pay for
operating expenses until we consummate a merger or business combination with a
privately-held operating company. Although it is currently anticipated that we
can satisfy our cash requirements with additional cash advances or loans from
other parties, if needed, for at least the next twelve months, we can provide no
assurance that we can continue to satisfy our cash requirements for such
period.




Since our
formation on November 8, 2007, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees. We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the Company.




As a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.




Our sole
officer is only required to devote a very limited portion of her time to our
affairs on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired on
a retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.




We expect
our present management to play no managerial role in the Company following a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.


15


Results
of Operations




We have
not conducted any active operations since inception, except for our efforts to
locate a suitable acquisition or merger transaction. No revenue has been
generated by the Company during such period, and it is unlikely that we will
have any revenues unless we are able to effect an acquisition of or merger with
another operating company, of which there can be no assurance.




Since
inception on November 8, 2007, we had no revenues and incurred a net loss of
$(4,988.00). All general and administrative expenses of $(4,988.00) related
primarily to accounting, legal and miscellaneous general and administrative fees
that are applicable to all public companies.




Liquidity
and Capital Resources




We had no
cash on hand at March 31, 2009 and have no cash to meet ongoing expenses or
debts that may accumulate. As of March 31, 2009 we had an accumulated deficit of
$(4,988.00).




We have
no commitment for any capital expenditure and foresee none. However, we will
incur routine fees and expenses incident to our reporting duties as a public
company, and we will incur expenses in finding and investigating possible
acquisitions and other fees and expenses in the event we make an acquisition or
attempts but are unable to complete an acquisition. Our cash requirements for
the next twelve months are relatively modest, principally legal, accounting
expenses and other expenses relating to making the filings required under the
Exchange Act. Any travel, lodging or other expenses which may arise related to
finding, investigating and attempting to complete a business combination with
one or more potential acquisitions could also amount to thousands of
dollars.




Our
current management has informally agreed to continue rendering services to us
and to not demand compensation unless and until we complete an acquisition. The
terms of any such payment will have to be negotiated with the principals of any
business acquired. The existence and amounts of our debt may make it more
difficult to complete, or prevent completion of, a desirable
acquisition.




We will
only be able to pay our future debts and meet operating expenses by raising
additional funds, acquiring a profitable company or otherwise generating
positive cash flow. As a practical matter, we are unlikely to generate positive
cash flow by any means other than acquiring a company with such cash flow. We
believe that management members or stockholders will loan funds to us as needed
for operations prior to completion of an acquisition. Management and
stockholders are not obligated to provide funds to us, however, and it is not
certain they will always want or be financially able to do so. Our stockholders
and management members who advance money to us to cover operating expenses will
expect to be reimbursed, either by us or by the company acquired, prior to or at
the time of completing a combination. We have no intention of borrowing money to
reimburse or pay salaries to any of our officers, directors or stockholders or
their affiliates. There currently are no plans to sell additional securities to
raise capital, although sales of securities may be necessary to obtain needed
funds. Our current management has agreed to continue their services to us and to
accrue sums owed them for services and expenses and expect payment reimbursement
only.




Should
existing management or stockholders refuse to advance needed funds, however, we
would be forced to turn to outside parties to either loan money to us or buy our
securities. There is no assurance whatever that we will be able to raise
necessary funds from outside sources. Such a lack of funds could result in
severe consequences to us, including among others:


16




·
            failure
      to make timely filings with the SEC as required by the Exchange Act, which
      could result in fines and penalties to us under the Exchange
      Act;




·
            curtailing
      or eliminating our ability to locate and perform suitable investigations
      of potential acquisitions; or




·
            inability
      to complete a desirable acquisition due to lack of funds to pay legal and
      accounting fees and acquisition-related
expenses




We hope
to require potential candidate companies to deposit funds with us that we can
use to defray professional fees and travel, lodging and other due diligence
expenses incurred by our management related to finding and investigating a
candidate company and negotiating and consummating a business combination. There
is no assurance that any potential candidate will agree to make such a
deposit.




Off
Balance Sheet Arrangements




We do not
have any off balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our
securities.





ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK


As a
“smaller reporting company” as defined by Item 10 of Regulation S-K,
Hollywood Entertainment is not required to provide information by this
Item.





ITEM 4. CONTROLS AND
PROCEDURES


Evaluation of Disclosure Controls
and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer (which currently is
the same person), we conducted an evaluation of our disclosure controls and
procedures, as such term is defined under Rule 13a-15(e) and
Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of September 30, 2008. Based on this evaluation,
our principal executive officer and principal financial officer have concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in the reports we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms and that our disclosure and controls are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.





Changes in Internal Control Over
Financial Reporting


There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended March 31, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





PART II. OTHER
INFORMATION





ITEM 1. LEGAL
PROCEEDINGS


Hollywood
is not involved in any material legal proceedings as of the date of this
report.





ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K


(a) Exhibits


31.1
                  
                  Certification
      of President pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32
                  
                  Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002.


17





(b) Reports
on Form 8-K


None
during the quarter ended March 31, 2009.





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 thereunto
duly authorized.


Dated:
May 15, 2009




HOLLYWOOD
      ENTERTAINMENT EDU HOLDING, INC.
                  (Registrant)By:
                /s/
      Hollis LiuHollis
      LiuPresident
                  (Principal Executive Officer and Chief Accounting Officer)




18




EXHIBIT INDEX




ExhibitNo.
                
                Description31.1
                
                
                CERTIFICATION
      PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
  200232
                
                
                CERTIFICATION
      PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
      THE SARBANES-OXLEY ACT OF
2002


19