|
HYPERERA, INC
|
|
(A Development Stage Enterprise)
|
|
CONSOLIDATED BALANCE SHEET
|
|
|
|
September 30
|
|
|
December 31
|
|
|
|
|
2012
|
|
|
2011
|
|
|
ASSETS
|
|
(Unaudited)
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
63,755
|
|
|
$
|
113,597
|
|
|
Total Current Assets
|
|
$
|
63,755
|
|
|
$
|
113,597
|
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
|
Accrued interest
|
|
|
249,954
|
|
|
|
129,663
|
|
|
Loan to Greensaver Corp
|
|
|
1,538,462
|
|
|
|
1,538,462
|
|
|
Loan to related supplier
|
|
|
4,512
|
|
|
|
315,989
|
|
|
Total Other Current Assets
|
|
$
|
1,792,928
|
|
|
$
|
1,984,114
|
|
|
Fixed assets
|
|
|
|
|
|
|
|
|
|
Furniture & Equipment, Net
|
|
$
|
30,414
|
|
|
$
|
33,767
|
|
|
Total Fixed Assets
|
|
$
|
30,414
|
|
|
$
|
33,767
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
1,887,097
|
|
|
$
|
2,131,478
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Account payable
|
|
$
|
32,200
|
|
|
$
|
3,000
|
|
|
Loan from shareholders
|
|
|
12,764
|
|
|
|
7,886
|
|
|
Payroll liabilities
|
|
|
13
|
|
|
|
5,048
|
|
|
Prepaid for stock purchase
|
|
|
-
|
|
|
|
100,000
|
|
|
Total current liabilities
|
|
$
|
44,977
|
|
|
$
|
115,934
|
|
|
Stockholders' Equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value;
|
|
|
|
|
|
|
|
|
|
200,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
38,204,000 shares issued and outstanding.
|
|
$
|
38,204
|
|
|
$
|
38,204
|
|
|
Paid-in capital
|
|
$
|
2,344,364
|
|
|
$
|
2,344,364
|
|
|
Deficit accumulated during the development stage
|
|
|
(569,187
|
)
|
|
|
(395,763
|
)
|
|
Accumulated other comprehensive gain (loss)
|
|
|
28,739
|
|
|
|
28,739
|
|
|
Total stockholders' equity
|
|
$
|
1,842,120
|
|
|
$
|
2,015,544
|
|
|
TOTAL LIABILITIES & EQUITY
|
|
$
|
1,887,097
|
|
|
$
|
2,131,478
|
|
|
HYPERERA, INC
|
|
(A Development Stage Enterprise)
|
|
CONSOLIDATED STATEMENT OF LOSS
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
Cumulative from
February 19, 2008 (Date of Inception)
|
|
|
|
|
September 30
|
|
|
September 30
|
|
|
September 30
|
|
|
September 30
|
|
|
Through
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
September 30, 2012
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
228,858
|
|
|
Cost of Goods Sold
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
207,998
|
|
|
Gross Profit
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
20,860
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
146,756
|
|
|
|
42,287
|
|
|
|
285,160
|
|
|
|
172,899
|
|
|
|
823,086
|
|
|
Depreciation and amortization expenses
|
|
|
3,783
|
|
|
|
1,600
|
|
|
|
8,644
|
|
|
|
4,773
|
|
|
|
17,880
|
|
|
Total Operating Expenses
|
|
$
|
150,539
|
|
|
$
|
43,887
|
|
|
$
|
293,804
|
|
|
$
|
177,672
|
|
|
$
|
840,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
$
|
(150,539
|
)
|
|
$
|
(43,887
|
)
|
|
$
|
(293,804
|
)
|
|
$
|
(177,672
|
)
|
|
$
|
(820,106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, net
|
|
$
|
38,706
|
|
|
$
|
41,118
|
|
|
$
|
120,382
|
|
|
$
|
86,107
|
|
|
$
|
250,921
|
|
|
Interest Expense, net
|
|
|
-
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
|
|
2
|
|
|
Loss before income taxes
|
|
|
(111,833
|
)
|
|
|
(2,769
|
)
|
|
|
(173,424
|
)
|
|
|
(91,565
|
)
|
|
|
(569,187
|
)
|
|
Loss tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Net Loss
|
|
$
|
(111,833
|
)
|
|
$
|
(2,769
|
)
|
|
$
|
(173,424
|
)
|
|
$
|
(91,565
|
)
|
|
$
|
(569,187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share- Basics
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
Net loss per common share- Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
-
|
|
|
|
769
|
|
|
|
-
|
|
|
|
6,178
|
|
|
|
28,739
|
|
|
Other comprehensive loss
|
|
|
-
|
|
|
|
769
|
|
|
|
-
|
|
|
|
6,178
|
|
|
$
|
28,739
|
|
|
Comprehensive Loss
|
|
|
(111,833
|
)
|
|
|
(2,000
|
)
|
|
|
(173,424
|
)
|
|
|
(85,387
|
)
|
|
$
|
(540,448
|
)
|
|
HYPERERA, INC
|
|
(A Development Stage Enterprise)
|
|
STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)
|
|
|
|
The Period February 19, 2008 ( Date of Inception) through September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
During the
|
|
|
Other
|
|
|
Total
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Development
|
|
|
Comprehensive
|
|
|
Stockholders'
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
27,939,000
|
|
|
$
|
27,939
|
|
|
$
|
230,231
|
|
|
$
|
(51,611
|
)
|
|
$
|
(311
|
)
|
|
$
|
206,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
27,999,000
|
|
|
$
|
27,999
|
|
|
$
|
242,171
|
|
|
$
|
(90,244
|
)
|
|
$
|
(453
|
)
|
|
$
|
179,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
|
|
|
35,984,000
|
|
|
$
|
35,984
|
|
|
$
|
1,831,186
|
|
|
$
|
(281,478
|
)
|
|
$
|
22,561
|
|
|
$
|
1,608,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to shareholders @0.2 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share on January 1, 2011
|
|
|
50,000
|
|
|
$
|
50
|
|
|
$
|
9,950
|
|
|
|
|
|
|
|
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to shareholders @0.2153 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share on March 31, 2011
|
|
|
1,660,000
|
|
|
$
|
1,660
|
|
|
$
|
355,738
|
|
|
|
|
|
|
|
|
|
|
$
|
357,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to shareholders @0.30 per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share on May 1, 2011
|
|
|
210,000
|
|
|
$
|
210
|
|
|
$
|
62,790
|
|
|
|
|
|
|
|
|
|
|
$
|
63,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to shareholders @0.20 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on June 30, 2011
|
|
|
200,000
|
|
|
$
|
200
|
|
|
$
|
39,800
|
|
|
|
|
|
|
|
|
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to shareholders @0.45 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on July 1, 2011
|
|
|
100,000
|
|
|
$
|
100
|
|
|
$
|
44,900
|
|
|
|
|
|
|
|
|
|
|
$
|
45,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for Rate Exchange
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,178
|
|
|
$
|
6,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
$
|
(114,285
|
)
|
|
|
|
|
$
|
(114,285
|
)
|
|
Balance, December 31, 2011
|
|
|
38,204,000
|
|
|
|
38,204
|
|
|
|
2,344,364
|
|
|
|
(395,763
|
)
|
|
|
28,739
|
|
|
|
2,015,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ended September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
$
|
(173,424
|
)
|
|
|
|
|
$
|
(173,424
|
)
|
|
Balance, September 30 , 2012
|
|
|
38,204,000
|
|
|
|
38,204
|
|
|
|
2,344,364
|
|
|
|
(569,187
|
)
|
|
|
28,739
|
|
|
|
1,842,120
|
|
|
HYPERERA, INC
|
|
(A Development Stage Enterprise)
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
Cumulative from
February 19, 2008 (Date of Inception)
|
|
|
|
|
September 30
|
|
|
September 30
|
|
|
September 30
|
|
|
September 30
|
|
|
Through
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
September 30, 2012
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(111,833
|
)
|
|
$
|
(2,769
|
)
|
|
$
|
(173,424
|
)
|
|
$
|
(91,565
|
)
|
|
$
|
(569,187
|
)
|
|
Adjustments to reconcile net income to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash portion of share based legal fee expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,170
|
|
|
Non-cash portion of share based consulting fee expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,000
|
|
|
Depreciation
|
|
|
3,783
|
|
|
|
1,600
|
|
|
|
8,644
|
|
|
|
4,773
|
|
|
|
17,879
|
|
|
Loans Greensaver Corp
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,538,462
|
)
|
|
|
(1,538,462
|
)
|
|
Loans to related supplier
|
|
|
3,822
|
|
|
|
19,493
|
|
|
|
311,477
|
|
|
|
737,308
|
|
|
|
(4,512
|
)
|
|
Accrued interest receivable
|
|
|
(64,074
|
)
|
|
|
(41,052
|
)
|
|
|
(120,291
|
)
|
|
|
(85,704
|
)
|
|
|
(249,954
|
)
|
|
Account payable
|
|
|
23,800
|
|
|
|
-
|
|
|
|
29,200
|
|
|
|
600
|
|
|
|
32,200
|
|
|
Payroll liabilities
|
|
|
(5,803
|
)
|
|
|
(2,752
|
)
|
|
|
(5,035
|
)
|
|
|
1,047
|
|
|
|
13
|
|
|
Loan from shareholders
|
|
|
187
|
|
|
|
2,700
|
|
|
|
4,878
|
|
|
|
9,602
|
|
|
|
12,764
|
|
|
Net cash provided by operating activities
|
|
$
|
(150,118
|
)
|
|
$
|
(22,780
|
)
|
|
$
|
55,449
|
|
|
$
|
(962,401
|
)
|
|
$
|
(2,275,089
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Furniture & Equipment
|
|
|
-
|
|
|
|
(2,262
|
)
|
|
|
(5,291
|
)
|
|
|
(3,453
|
)
|
|
|
(48,293
|
)
|
|
Net cash provided by investing activities
|
|
$
|
-
|
|
|
$
|
(2,262
|
)
|
|
$
|
(5,291
|
)
|
|
$
|
(3,453
|
)
|
|
$
|
(48,293
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
-
|
|
|
|
46,318
|
|
|
|
-
|
|
|
|
476,716
|
|
|
|
2,358,398
|
|
|
Prepaid for stock purchase
|
|
|
-
|
|
|
|
100,000
|
|
|
|
(100,000
|
)
|
|
|
100,000
|
|
|
|
-
|
|
|
Net cash provided by financing activities
|
|
$
|
-
|
|
|
$
|
146,318
|
|
|
$
|
(100,000
|
)
|
|
$
|
576,716
|
|
|
$
|
2,358,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rate on Cash
|
|
$
|
-
|
|
|
$
|
769
|
|
|
|
|
|
|
$
|
6,178
|
|
|
$
|
28,739
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(150,118
|
)
|
|
$
|
122,045
|
|
|
$
|
(49,842
|
)
|
|
$
|
(382,960
|
)
|
|
$
|
63,755
|
|
|
Cash and cash equivalents at beginning of the period
|
|
$
|
213,873
|
|
|
$
|
84,691
|
|
|
$
|
113,597
|
|
|
$
|
589,696
|
|
|
$
|
-
|
|
|
Cash and cash equivalents at end of the period
|
|
$
|
63,755
|
|
|
$
|
206,736
|
|
|
$
|
63,755
|
|
|
$
|
206,736
|
|
|
$
|
63,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued pursuant to stock
subscription receivable
|
|
$
|
-
|
|
|
$
|
38,682.00
|
|
|
$
|
-
|
|
|
$
|
38,682.00
|
|
|
$
|
-
|
|
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE A- BUSINESS DESCRIPTION
Hyperera, Inc. (the “Company”), incorporated under the laws of Nevada on February 19, 2008, with registered address at 1955 Baring Blvd, Sparks, NV 89434. Hyperera, Inc. operates its business in the U.S. as Hyperera USA, Inc. the Company’ s wholly owned branch located in the State of Illinois and has principal office at 2316 South Wentworth Avenue, Chicago, IL 60616.
In addition to our U.S. operation, we have one representative office in China. Hyperera Beijing Representative Office (“Hyperera Beijing”) was established on April 2, 2008. It is a representative office on behalf of Hyperera, Inc. The office was closed effective on July 1, 2009; in order to developing and operating more efficiently, at the mean time, Hyperera, Inc established a subsidiary Hyperera Technology (Beijing) Co, Ltd in China in July 3, 2009 to replace the office to conduct and operate the business of trading services, distribution, and marketing of the surgery anesthesia clinic management software and ICU management system software and hardware system in Asia.
Hyperera Technology (Beijing) Co, Ltd, as the wholly owned subsidiary, is registered on July 3, 2008 in China. Hyperera Technology (Beijing), Ltd is located at Room 11A, Block B, Kingwing Hotel, No. 17 Dongsanhuan South Road, Chaoyang District, Beijing, China 100021.
Hyperera, Inc. is headquartered in 2316 South Wentworth Avenue, Chicago, IL 60616, USA. The telephone number is 312-842-2288.
Hyperera Inc is a high-tech enterprise specialized in the surgery anesthesia clinic management software and intensive care unit (ICU) management system, control software research, development, software maintenance, upgrade and services. Our business is the sale of the surgery anesthesia clinic management software and ICU management system in Asia, and North America.
The surgery anesthesia clinic management software and ICU management system software is developed in China by Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”). It was established in 2002 specializing in technology developed and service, sales of computer hardware and software, machine and electric equipment. Beijing Chaoran Chuangshi Technology Co. is located in No.28 Mujiu Road, Mujiayu Town, Miyun, Beijing, China. On March 1
st
, 2008, Hyperera, Inc. signed a long-term distribution agreement with Beijing Chaoran Chuangshi Technology Co. Beijing Chaoran Chuangshi Technology Co is a Chinese Technology company owned 100% by Mr.Liancheng Li, a Chinese national, the founder of the company.
HYPERERA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
At September 30, 2012 for the three months then ended, the financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
The Company has determined the United States dollars to be its functional currency for Hyperera; People’s Republic of China Chinese Yuan Renminbi to be its functional currency in Hyperera Beijing subsidiary. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2012, there was $63,755 cash and cash equivalents.
Property, Plant, and Equipment Depreciation
Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods with mid-month convention over the estimated useful lives of the assets. As of September 30, 2012, total fixed assets were $48,294, and accumulated depreciation was $17,880. The net fixed assets were $30,414 in the Company’s balance sheets as of September 30, 2012. The straight line depreciation methods over 7 years for furniture and 5 years for computers were used to calculate depreciations.
Comprehensive Income (Loss)
The company’s comprehensive income (loss) is comprised of net income (loss), unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging. For the three months period ended September 30, 2012, the company has $0 comprehensive loss.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation
The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC 505, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
Net Loss Per Common Share
Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
The Company only issued one type of shares, i.e., common shares only. There is no other type of securities issued. Accordingly, the diluted net loss and basic net loss per common share are the same.
Loans to Greensaver Corporation
On April 15, 2011, the Company signed a loan agreement with un-related party Greensaver Corporation to advance loan amount of $1,538,462 at annual interest rate of 10%.
The loan is due December 31, 2011. However, this loan was renewed for another six months, and the loan is now due June 30, 2012. It was renewed for an additional four months to October 31, 2012 by oral agreement.
As of September 30, 2012, the Company has $249,764 accrued interest receivable from Greensaver Corporation. Greensaver Corporation is a leading silicon battery manufacturer located in 8 North Yangzijinag Rd, Ningbo, Zhejiang, China. The Company preliminarily expressed the intention to have future cooperation to have a joint venture to provide key parts for Greensaver’s factory.
On July 26, 2012, the Company signed a Loan Supplement Agreement with Greensaver Corporation to define the repayment terms for the loan advanced to
Greensaver Corporation.
Due to the bankruptcy reorganization for Greensaver Corporation in 2012, Greensaver Corporation promised to start repay its loan principal plus interest to Hyperera Technology (Beijing) Co., Ltd. at December 31, 2012 for $79,365; and $158,730 at January 31, 2013; then monthly payment of $79,365 starting from July 1, 2013, and by the July 30, 2015, Greensaver Corporation will repay all the principal and interest to Hyperera Technology (Beijing) Co.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of credit risk
The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Prepaid for Stock Purchase
On September 02, 2011, $100,000 was prepaid for stock purchase. On June 30, $100,000 was returned by the Company. Therefore, as of September 30, 2012, balance of prepaid for stock purchase is $0.00.
Revenue Recognition
In accordance with the FASB ASC
985-605-25-3 Software Revenue Recognition
if the arrangement does not require significant production, modification, or
Customization of software, revenue shall be recognized when all of the following criteria are
a. Persuasive evidence of an arrangement exists (paragraphs 985-605-25-15 through 25-17).
b. Delivery has occurred (paragraphs 985-605-25-18 through 25-29).
c. The vendor’s fee is fixed or determinable (see paragraphs 985-605-25-30 through 25-40).
d. Collectability is probable (paragraphs 985-605-25-13 through 25-14 and 985-605-
25-30 through 25-40).
The Company recognizes sales revenue for hardware, software and customized clinical information systems sales when it is realized or realizable and earned.
For most of the Company’s hardware product sales, these criteria are met at the time the product is shipped. The Company recognizes revenue from the sale of hardware products, and software bundled with hardware that is essential to the functionality of the hardware sold by the Company in accordance with general revenue recognition accounting guidance
based on guidance in FASB ASC 605-25.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
For March 31, 2012 and 2011, there were no hardware sales.
In accordance with FASB ASC 605-25 and FASB ASC 985-605-25, “Revenue Recognition,” the Company recognizes software sales revenue when it is realized or realizable and earned. Revenue is realized or realizable when the product is exchanged
for cash or for claim to cash or other assets that are readily convertible into known amount of Cash.
The Company must meet all of the following four criteria under FASB ASC 605-25 and FASB ASC 985-605-25 to recognize software revenue.
|
·
|
Persuasive evidence of an arrangement exists
|
|
·
|
The vendor’s fee is fixed or determinable
|
|
·
|
Collectability is probable.
|
The Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software products, (ii) sales of software upgrades and (iii) sales of software bundled with hardware not essential to the functionality of the hardware.
The Company’s CIS software is standalone, and for the period of three months ended March 31, 2012 and 2011, there were no software sales revenue.
|
(3)
|
Multiple-element Arrangement for Sales of Hardware, Software and CIS:
|
We currently recognize multiple-element sales revenue pursuant to FASB ASC Topic 985-605 Software, Revenue Recognition, or ASC 985-605. We generate revenue from the sale of our software products sold directly to end-users. We also generate revenue from sales of hardware and third party software, implementation, training, software
customization, post-contract support (maintenance). A typical system contract contains multiple elements of the above items. FASB ASC Topic 985-605-25, Software, Revenue Recognition, Multiple Elements, or ASC 985-605-25, as amended, requires revenue earned on software arrangements involving multiple elements to be allocated to each
element based on the relative fair values of those elements. The fair value of an element must be based on vendor specific objective evidence ("VSOE"). We limit our assessment of VSOE for each element to either the price charged when the same element is sold separately or the price established by management having the relevant authority to do so, for an element not yet sold separately. VSOE calculations are updated and reviewed at the end of each quarter or annually depending on the nature of the product or service.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
In accordance with paragraph 4-14 of FASB ASC 605-45, "Reporting Revenues Gross as a Principal versus Net as an Agent", the Company will recognize revenues on a gross basis. ASC 605-45 discusses whether revenues and cost of goods sold to arrive at gross profit and their corresponding assets and liabilities should be recorded at gross or net.
The following indicators of gross revenue recognition are applicable in the Company:
|
·
|
Acts as principal in the transaction.
|
|
·
|
Has risk and rewards of ownership, such as risk of loss for collection, delivery and returns, and
|
|
·
|
Takes title to the products,
|
|
·
|
The company can change the products or perform part of the service, and the Company customizes the supplier’s software based on customer’s needs.
|
All the indicators of net revenue reporting (ASC 605-45, paragraph 16-23) are not applicable in the Company.
Professional Fee
Professional fees are included accounting and auditing fee, consulting fee, legal fee, SEC filing expenses, and other professional fees. For the three months ended September 30, 2012 and 2011, the Company incurred $95,900 and $8,178 professional fee respectively.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating Expenses
Operation expenses include selling, general & administrative expenses and depreciation & amortization expenses.
For the nine months period of January 1 to September 30, 2012, and 2011, and the cumulative period from February 19, 2008 to September 30, 2012, there’s total of $293,804, $177,672, and $840,966 operating expenses respectively.
For the fiscal quarter ended September 30, 2012, and 2011, there’s total of $150,539, and $43,887 operating expenses respectively. The selling, general and administrative expenses and depreciation details were showed in the Exhibit A.
Income Tax
The Company filed extension for corporate tax return Form 1120 to Internal Revenue Service and IL 1120 to the State of Illinois for the year 2011. There is no income tax for the State of Nevada.
Hyperera Technology (Beijing) Co, Ltd, filed annual report to Beijing local tax bureau, and no income tax dues were paid to Chinese government.
Operating Leases
The Company entered into two leases for its corporate offices under terms of non-cancelable operating leases. The first lease term is from March 1, 2008 through February 28, 2014 and requires a $600 monthly lease payment. This office space is the corporate office of US, and is leased from a related party, which is the Company’s officer Simon Bai. For the three months ended September 30, 2012 and 2011, there were $1,800 rent expenses incurred for both periods.
The second lease is the office space for China’s subsidiary in Beijing. The lease term runs from July 1, 2009 through March 24, 2012 and required a RMB 17,552 monthly lease payment. For the three months ended September 30, 2012 and 2011, there was USD $9,573 and $8,101 rent expenses incurred correspondingly.
Therefore, there was total of $11,373 and $9,901 rent expenses for the three months end September 30, 2012 and 2011.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE C – RELATED PARTY TRANSACTIONS
Common Shares Issued to Executive and Non-Executive Officers and Directors
As of September 30, 2012, total 20,400,000 shares were issued to officers and directors were not changed. But, the total outstanding shares were changed to 38,204,000; the percentage of common shares issued to executive and non-executive officers and directors have been changed accordingly. Please see the Table below for details:
|
Name
|
|
Title
|
|
Share QTY
|
|
|
Amount
|
|
Date
|
|
% of Common Share*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhi Yong Li
|
|
Chairman
|
|
|
10,000,000
|
|
|
$
|
10,000.00
|
|
2/19/2008
|
|
|
26.18
|
%
|
|
Wei Wu
|
|
President
|
|
|
5,000,000
|
|
|
$
|
5,000.00
|
|
2/19/2008
|
|
|
13.09
|
%
|
|
Hui Tao Zhou
|
|
Director
|
|
|
5,000,000
|
|
|
$
|
5,000.00
|
|
2/19/2008
|
|
|
13.09
|
%
|
|
Jian Wu Zhang
|
|
Director
|
|
|
100,000
|
|
|
$
|
3,000.00
|
|
3/31/2008
|
|
|
0.26
|
%
|
|
Ming Liu
|
|
Director
|
|
|
100,000
|
|
|
$
|
3,000.00
|
|
3/31/2008
|
|
|
0.26
|
%
|
|
Hong Tao Bai
|
|
Vice-President
|
|
|
100,000
|
|
|
$
|
3,000.00
|
|
3/31/2008
|
|
|
0.26
|
%
|
|
Nan Su
|
|
CTO
|
|
|
100,000
|
|
|
$
|
3,000.00
|
|
3/31/2008
|
|
|
0.26
|
%
|
|
Simon Bai
|
|
CFO
|
|
|
|
|
|
|
|
|
|
|
|
0.00
|
%
|
|
Total
|
|
|
|
|
20,400,000
|
|
|
$
|
32,000.00
|
|
|
|
|
53.40
|
%
|
* The percentage was based on the total outstanding shares of 38,204,000 as of September 30, 2012.
Loans from Shareholders
On March 2, 2008, founder of the Company, Mr. Zhiyong Li opened a bank account at Chicago branch with CitiBank. Mr. Zhiyong Li loaned $500.00 to the Company to open the bank account, and the same amount have returned back to him on March, 2009. In the year of 2009, the Company’s founder and CEO, Mr. Zhiyong Li have loaned $53,631 to Beijing subsidiary, Hyperera Technology (Beijing) Co. Ltd for operating and administrating expenses.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C – RELATED PARTY TRANSACTIONS (Continued)
Loans from Shareholders (Continued)
In 2010, the Company repaid the loan balance to Mr. Li Zhiyong. As of December 31, 2010, there was travel related expense of $985 paid by Mr. Li Zhiyong, which was accounted as loans from shareholders.
From January to December 31, 2011, Mr. Zhiyong Li advanced additional amount of $6,901 to the Company. As of December 31, 2011, the balance of Loans from Shareholder is $7,886. The loans would be repaid as request without interest.
From January to September 30, 2012, Mr. Zhiyong Li advanced additional amount of $4,860 to the Company.
Therefore, as of September 30, 2012, the balance of loan from Shareholder is $12,746. The loans would be repaid as request without interest.
Loans to Related Party Supplier- Beijing Chaoran
From
October to December 2010, the Company advanced short-term loans of $995,836 as of December 31, 2010 to related party supplier, Beijing Chaoran. The interest rate was agreed at annual rate of 3.0%, the accrued interest receivables were $3,127. The repayment terms were demanded as request by the Company.
From January to March 31, 2011, the Company advanced additional short-term loans of $747,500 to related party supplier, Beijing Chaoran. The interest rate was estimated at annual rate of 3%, the accrued interest receivables were $9,273.
On April 15, 2011, Beijing Chaoran returned the loan amount of $1,538,462 to the Company; the Company signed a loan agreement with un-related party Greensaver Corporation to advance loan amount of $1,538,462 at annual interest rate of 10%. The loan term is for short-term 6 months with renewable term of six months.
As of December 31, 2011, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $315,989, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
As of March 31, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $314,451, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%. As of March 31, 2012, the Company has $23,064 accrued interest receivable from Beijing Chaoran.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C – RELATED PARTY TRANSACTIONS (Continued)
Loans to Related Party Supplier- Beijing Chaoran (Continued)
In the period of April to June 30, 2012, the Related Party Supplier-Beijing Chaoran returned $306,116 to the Company. At of June 30, 2012, the Company has $25,422 accrued interest receivable from Beijing Chaoran, and in the same day, Beijing Chaoran paid the full amount of $25,422 accrued interest receivable to the Company. As of June 30, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $8,335, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
In the period of July to September 30, 2012, the Related Party Supplier-Beijing Chaoran returned $3,823 to the Company. As September 30, 2012, the Company has $190 accrued interest receivable from Beijing Chaoran. As of September 30, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $4,512, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
Cost of Goods Sold
The Company’s purchase cost is primarily from supplier, Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”), owned 100% by Mr.Liancheng Li, the father of Mr. Zhiyong Li. The management believes that the purchase price for the parts will be market price.
The products the Company will sell are provided by Beijing Chaoran Chuangshi Technology Co., Ltd. Beijing Chaoran was established in 2002 specializing in management information system applied in power industry. The Company signed a two-year software license and distribution agreement with Beijing Chaoran on March 1, 2009.
Under the terms of the agreement Beijing Chaoran authorizes Hyperera to be its exclusive sales and service agent for suegery anesthesia clinic management software and ICU management system product lines. The product lines shall include the products that Beijing Chaoran developed before the agreement signed and the products that will be developed solely by Beijing Chaoran during the term of the agreement. Beijing Chaoran is the exclusive supplier of the products Hyperera sells. The management of Hyperera, Inc. believes that the purchase price for the system and software from Hyperera will be market price. Hyperera, Inc. and Beijing Chaoran are two totally separated entities, i.e., Hyperara, Inc. is a USA corporation and will fully comply with USA regulations and USA general accepted accounting principles; Beijing Chaoran is a Chinese company and it will comply with Chinese legal systems. Hyperera, Inc. and Beijing Chaoran will operate independently. Beijing Chaoran, as a Chinese local company, will record their software and hardware costs based on the Chinese accounting regulations rulings. But,
when Hyperera, Inc. purchases the software and hardware and the services from Beijing Chaoran, Hyperera, Inc. will assume the product and service liabilities with customers, and Hyperera, Inc. record the actual costs paid to Beijing Chaoran as long as the products or services been delivered to Hyperera, Inc. by Beijing Chaoran.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C – RELATED PARTY TRANSACTIONS (Continued)
Cost of Goods Sold (Continued)
The management of Beijing Chaoran disclosed to Hyperera, Inc. that Beijing Chaoran adopted the cost plus pricing policies with market adjustment, negotiable with customers. Beijing Chaoran adopted the cost plus system for all the products for all customers including the product, surgery anesthesia clinic management software and ICU management system exclusively distributed by Hyperera, Inc. Specifically, the selling price for Beijing Chaoran is determined by total actual cost of direct materials (hardware), direct labor, and allocated overhead, plus 5-10% of total cost.
In March 1, 2009, the Company placed order to purchase the three hardware parts through Beijing Chaoran, the total cost of the hardware purchase is $207,998.00, the amount of $59,998 and $148,000 was prepaid on March 9 and 18, 2009 respectively.
And the prepaid amount of $59,998 became cost of good sold as of December 31, 2009, and the prepaid amount of $148,000 became cost of good sold as of March 31, 2010.
For the three months ended September 30, 2012 and 2011, there was no cost of goods sold incurred.
NOTE D – SHAREHOLDERS’ EQUITY
Under the Company’s Articles of Incorporation dated February 19, 2008, the Company is authorized to issue 200,000,000 shares of capital stock with a par value of $0.001.
On Feburary19, 2008, the Company was incorporated in the State of Nevada.
On February 19, 2008, , the Company issued 20,000,000 shares to three founders of the Company, Zhiyong Li, Wei Wu, and Huitao Zhou at $0.001 per share or $20,000 for initial capital (stock subscription receivable). On March 31, 2008, the Company issued total 5,200,000 shares to 52 shareholders at $0.03 per share or $156,000 for common stock (stock subscription receivable). On April 28, 2008, the Company issued additional 1,400,000 shares to 14 shareholders at $0.03 per share or $42,000 for common stock
(stock subscription receivable). On July 20, 2008, additional 1,200,000 shares were issued to 7 shareholders at $ 0.03 per share, and the total proceeds of $36,000 were received.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE D – SHAREHOLDERS’ EQUITY (Continue)
On July 20, 2008, 139,000 shares were issued to Williams Law Group at $ 0.03 per share for the legal service value $4,170.
At December 15, 2009, additional 60,000 shares were issued to 3 shareholders, Baozhong Fu, Long Zhang, and Xuefeng Zhang, Chinese citizens, at $ 0.20 per share, and the total proceeds of $12,000 were received.
On September 10, 2010, additional 2,030,000 shares were issued to 79 shareholders, Chinese citizens, at $0.20 per share or $406,000 for common stock (stock subscription receivable). On December 15, 2010, additional 5,855,000 shares were issued to 70 shareholders at $0.20 per share for $1,171,000. On December 31, 2010, additional 100,000 shares were issued to Mr. Jing Li for financial consulting services at $0.20 per share for $20,000. Therefore, as of December 31, 2010, the Company has a total of 35,984,000 shares were issued and outstanding.
At January 1, 2011, 50,000 shares were issued to one shareholder at $0.20 per share for $10,000. On March 31, 2011, additional 1,660,000 shares were issued to 13 shareholders, Chinese citizens at RMB 1.40 per share, equivalent at USD $0.2153 per share for RMB 2,324,000. At May 1, 2011, 210,000 shares were issued to 8 shareholders at $0.30 per share for $63,000. At June 30, 2011, 200,000 shares were issued to one shareholder at $0.20 per share for $40,000 which was stock subscription receivable as of June 30, 2011.
At July 15, 2011 100,000 shares were issued to one shareholder at $0.45 per share, total proceeds of $45,000 were received on July 2011.
There’s no additional shares issue in the period of January 1 to September 30, 2012.
Therefore, as of September 30, 2012, the total outstanding common shares were 38,204,000.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Stock Subscription Receivable
At February 19, 2008, the Company had receivables from its four founding stockholders aggregating $20,000 for the purchase of their Company common stock.
At March 31, 2008, the Company had receivables from its 52 shareholders aggregating $156,000 for the purchase of their Company common stock.
And at April 28, 2008, the Company had receivables from its 14 shareholders aggregating $42,000 for the purchase of their Company common stock.
All receivables of the above $218,000 were subsequently paid in full in July 2008.
At March 31, 2011, the Company had receivables from 4 shareholders aggregating of $90,426 for 420,000 shares issued. The total receipts were received on April 2011.
At June 30, 2011, 200,000 shares were issued to one shareholder at $0.20 per share for $40,000 which was stock subscription receivable as of June 30, 2011. Total proceeds at $1,318 were received on July 2011.
At October 2011, the stock subscription receivable of $38,682 was received.
As of September 30, 2012, total stock subscription receivable on balance sheet is $0.00.
NOTE E – GOING CONCERN
As shown in the accompanying financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern, the Company has incurred operating losses of $111,833 and $2,769 for three months ended September 30, 2012 and 2011, and a cumulative operating loss of $569,187 for the period February 19, 2008 (inception) through September 30, 2012. The Company is considered to be a development stage company.
The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.
HYPERERA, INC
.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE E – GOING CONCERN (Continued)
The Company’s related party transactions, the short-term loans to related party supplier- may raise substantial doubt about it’s ability to carry out it’s operational business plan and cause uncertainty about its cash flows, such related party borrows or withdraws may raise substantial doubt about the Company’s ability to continue as going concerns.
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operation.
Exhibit A:
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
Cumulative from
February 19, 2008 (Date of Inception)
|
|
|
|
|
September 30
|
|
|
September 30
|
|
|
September 30
|
|
|
September 30
|
|
|
Through
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
September 30, 2012
|
|
|
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Service Charges
|
|
|
338
|
|
|
|
201
|
|
|
|
773
|
|
|
|
386
|
|
|
|
3,140
|
|
|
Dues & Subscriptions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
110
|
|
|
License & Registration
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
26
|
|
|
|
12,344
|
|
|
Meals and Entertainment
|
|
|
-
|
|
|
|
1,242
|
|
|
|
1,820
|
|
|
|
3,529
|
|
|
|
14,811
|
|
|
Computer and Internet Expenses
|
|
|
91
|
|
|
|
-
|
|
|
|
91
|
|
|
|
-
|
|
|
|
245
|
|
|
Meeting & Conference
|
|
|
-
|
|
|
|
3,032
|
|
|
|
-
|
|
|
|
3,857
|
|
|
|
3,857
|
|
|
Vehicle and Vessel Usage Tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
|
Telephone Expense
|
|
|
-
|
|
|
|
13
|
|
|
|
-
|
|
|
|
170
|
|
|
|
1,213
|
|
|
Office Supplies
|
|
|
138
|
|
|
|
666
|
|
|
|
2,458
|
|
|
|
30,798
|
|
|
|
31,039
|
|
|
Utilities
|
|
|
694
|
|
|
|
526
|
|
|
|
3,064
|
|
|
|
4,683
|
|
|
|
10,355
|
|
|
Auto
|
|
|
-
|
|
|
|
-
|
|
|
|
5,665
|
|
|
|
1,552
|
|
|
|
14,370
|
|
|
Depreciation
|
|
|
3,783
|
|
|
|
1,600
|
|
|
|
8,644
|
|
|
|
4,773
|
|
|
|
17,880
|
|
|
Employees Welfare Expense
|
|
|
461
|
|
|
|
-
|
|
|
|
1,385
|
|
|
|
-
|
|
|
|
1,385
|
|
|
Gift and promotion Expense
|
|
|
-
|
|
|
|
-
|
|
|
|
5,173
|
|
|
|
-
|
|
|
|
5,173
|
|
|
Insurance
|
|
|
1,428
|
|
|
|
1,326
|
|
|
|
3,034
|
|
|
|
4,667
|
|
|
|
8,517
|
|
|
Bank interest
|
|
|
-
|
|
|
|
-
|
|
|
|
31
|
|
|
|
-
|
|
|
|
31
|
|
|
Purchase of Bank Note
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7
|
|
|
Small tools and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
150
|
|
|
|
-
|
|
|
|
150
|
|
|
Supplies
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,307
|
|
|
|
1,307
|
|
|
Postage
|
|
|
-
|
|
|
|
388
|
|
|
|
825
|
|
|
|
1,010
|
|
|
|
1,977
|
|
|
Payroll Expenses
|
|
|
18,338
|
|
|
|
9,805
|
|
|
|
49,823
|
|
|
|
61,937
|
|
|
|
148,490
|
|
|
Professional Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auditing
|
|
|
26,000
|
|
|
|
-
|
|
|
|
26,615
|
|
|
|
923
|
|
|
|
67,538
|
|
|
Accounting
|
|
|
-
|
|
|
|
91
|
|
|
|
-
|
|
|
|
91
|
|
|
|
15,982
|
|
|
Consulting Fees
|
|
|
44,141
|
|
|
|
-
|
|
|
|
59,741
|
|
|
|
-
|
|
|
|
102,741
|
|
|
Legal Fee
|
|
|
20,500
|
|
|
|
-
|
|
|
|
32,500
|
|
|
|
-
|
|
|
|
93,253
|
|
|
SEC filling fee
|
|
|
-
|
|
|
|
6,627
|
|
|
|
11,568
|
|
|
|
8,611
|
|
|
|
29,630
|
|
|
Professional Fees - Other
|
|
|
5,259
|
|
|
|
1,460
|
|
|
|
24,748
|
|
|
|
4,325
|
|
|
|
39,720
|
|
|
Total Professional Fees
|
|
|
95,900
|
|
|
|
8,178
|
|
|
|
155,172
|
|
|
|
13,950
|
|
|
|
348,865
|
|
|
Rent Expense
|
|
|
11,373
|
|
|
|
9,901
|
|
|
|
32,648
|
|
|
|
29,345
|
|
|
|
141,777
|
|
|
Tax-China Operation
|
|
|
10,166
|
|
|
|
-
|
|
|
|
10,166
|
|
|
|
-
|
|
|
|
11,466
|
|
|
Travel Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air Tickets
|
|
|
6,783
|
|
|
|
2,561
|
|
|
|
9,332
|
|
|
|
8,586
|
|
|
|
41,857
|
|
|
Lodging & Hotel
|
|
|
-
|
|
|
|
794
|
|
|
|
1,865
|
|
|
|
3,126
|
|
|
|
11,549
|
|
|
Transportation expenses
|
|
|
1,046
|
|
|
|
3,653
|
|
|
|
1,685
|
|
|
|
3,970
|
|
|
|
8,845
|
|
|
Visa Application Fee
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
133
|
|
|
Total Travel Expense
|
|
|
7,829
|
|
|
|
7,008
|
|
|
|
12,882
|
|
|
|
15,682
|
|
|
|
62,384
|
|
|
Total Expense
|
|
|
150,539
|
|
|
|
43,887
|
|
|
|
293,804
|
|
|
|
177,672
|
|
|
|
840,966
|
|
Item 2. Management’s Discussion and Analysis or Plan of Operation.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
Existing Business
Our business is sale of hardware and software and customization of clinical information system software for medical clinics and hospitals in China and throughout Asia. We have been developing our infrastructure to begin to marketing the clinical information system software and hardware. We have generated no hardware sales revenues for the three months period ended September 30, 2012, and cumulative revenue of $228,858 from date of inception February 19, 2008 to September 30, 2012. There were no software sales revenues been generated as of September 30, 2012.
The Clinical Information System was developed in China by Beijing Chaoran Chuangshi Technology Co., Ltd (“Beijing Chaoran”). It was established in 2002 specializing in technology developed and service, sales of computer hardware and software, machine and electric equipment. Beijing Chaoran is located in No.28 Mujiu Road, Mujiayu Town, Miyun, Beijing, China. Beijing Chaoran is a Chinese Technology company owned 100% by Mr.Liancheng Li, the father of our Chairman Zhi Yong Li.
We signed a three-year software distribution agreement with Beijing Chaoran on March 1, 2009. Under the terms of the agreement Beijing Chaoran authorizes Hyperera to be its exclusive sales and service agent for surgery anesthesia clinic management software and ICU management system product lines. The product lines shall include the products that Beijing Chaoran developed before the agreement signed and the products that will be developed by Beijing Chaoran during the term of the agreement. Beijing Chaoran is the exclusive supplier of the products Hyperera sells. The purchase price Hyperera will pay for all products subject to this agreement will be comparable to what Hyperera would have paid a non-related party in arm’s-length transactions. Specifically, the selling price for Beijing Chaoran is determined by total actual cost of direct materials (hardware), direct labor, and allocated overhead, plus 5-10% of Beijing Chaoran’s total purchase cost if Beijing Chaoran resell to Hyperera.
Our operations depend heavily on the continuation of our distribution agreement with Beijing Chaoran. The agreement with Beijing Chaoran is for a term of three years commencing March 1, 2009, subject to earlier termination upon terms described in the Agreement. Although we believe such events are not likely, if they were to occur, we may not be able to find alternative suppliers if the agreement is terminated or not renewed which could reduce our revenues or cause us to cease operations.
We have continued to encounter difficulties in marketing this product but our efforts are continuing. We have been involved in discussions with a large multi-national healthcare firm to secure their cooperation in our marketing efforts, but we do not now have and may never in the future have any agreement, commitment or understanding with them.
Future Wastewater Treatment Business
We intend in the near future to commence a new line of business: A project to purify the wastewater from varieties industries, such as biochemical, aquaculture and food processing and brewing. However, in the first stage, we will focus on pesticide wastewater processing. Although we have held discussions with potential clients, we have no contracts, agreements or commitments to sell any equipment or provide any services in this line of business as of the date of this Report.
The treatment process involves treating the wastewater in the following steps:
1. Mixed with air and catalyst in a pre-mixer
2. Pressurized by a screw pump
3. Passed through "ultrasonic, microwave catalytic reactor" and "electric flocculation reactor"
|
·
|
Ultrasonic and microwave catalysis reactor: The add-on technology for this reactor was developed by our Company and we intend in the future to apply for intellectual property rights protection. Based upon our internal testing, we believe that it is different from other microwave catalytic reactors through the scientific coupling of ultrasound and microwave, an increase in the peak microwave power and treatment performance was achieved at significantly reduced energy consumption. We intend to manufacture this equipment ourselves. We have not sold any of this equipment and we no inventory of this equipment for sale.
|
|
·
|
Three-dimensional, pulse electric flocculation reactor: The add-on technology for this reactor was developed by our Company and we intend in the future to apply for intellectual property rights protection. Based upon our internal testing, we believe that it is different from other electric flocculation reactors in that it provides maximized electrode surface area and minimized polar distance, reducing energy consumption. We intend to manufacture this equipment ourselves. We have not sold any of this equipment and we no inventory of this equipment for sale.
|
Impurities removed in this process: for removal of Cl- (Chlorine) heavy metal ions and CN- (Cyanate acid decomposition hydrogen ion and cyanate acid root generating ions) as well as most of the COD (Chemical Oxygen Demand)
Wuxi Zhongke Acoustics Engineering Co. manufacturing 12KW microwave and ultrasonic transducer provide a horizontal and vertical reactor. It creates larger twist power in a range of longitudinal waves of various frequencies and when it propagates in liquids. It forces molecule break down in reaction with air.
We give manufacturer blueprints and plans and they modify the electric flocculation reactor manufactured by Baoxi Electrode Engineering Co. as follows: muti- elements electrode sheets with 72 pieces of Ultrasonic suspension transducers in liquid container. When modified, the machine performs better because it can now do separation in lower energy cost that it could not do without our modification.
4. Mixed with air and catalyst again and passed through "magnetic catalytic reactor" for completion of the gas-liquid homogenization.
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·
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This vortex current magnetic catalytic reactor technology was developed by our Company and we intend in the future to apply for intellectual property rights protection. Based upon our internal testing, we believe that through a unique design by coupling the use of magnetic field effect, the friction effect and the electric field effect, this reactor provides improved the oxidative degradation rate of soluble COD at reduced power consumption and treatment cost. We intend to manufacture this equipment ourselves. We have not sold any of this equipment and we no inventory of this equipment for sale.
|
Impurities removed in this process: for removal of Cl- heavy metal ions and CN- as well as most of the COD
Manufacturing is done by Bazhou Yingyuan Mechanical Processing Factory adding in our technology.
5. Passed through cyclone HCR deep well biofilter
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·
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This is manufactured by Krebs Engineers and we only intend to order on a purchase order basis as we do not have a contract with them. A high-speed vortex current generator is placed at the top of the central tube of the "cyclone HCR deep well biofilter reactor" with an inlet pipe at the center of the vortex generator. Great suction force (vacuum) will be generated when wastewater vortex at high-speed, and the inhaled air will be cut into ultramicro bubbles swirling down along the central tube with the advantages of a jet aeration, deep well aeration, and Swirl-Mixing aeration coming together. The center tube and outer reaction zone are filled with "bioreactor balls" to create a microbial growth environment for slow proliferation microorganisms such as nitrifying bacteria and nitrification microorganisms for optimization and concentration of variant dominant bacterial to form an efficient microbial membrane.
|
Impurities removed in this process: for removal of Cl- heavy metal ions and CN- as well as most of the COD
6. Finally passed through the screening of inorganic ultrafiltration membrane filtration treatment for final discharge
|
·
|
This Inorganic micro-filtration membrane filter was developed by our Company and we intend in the future to apply for intellectual property rights protection. It uses the design of axis, radial two-way reciprocating folding inorganic ultrafiltration membrane, micro-filtration membrane and vortex current water intake invented by our company, and based upon our internal testing, we believe it has characteristics such as acid resistance, alkali resistance, high temperature resistance, high pressure resistance, resistance to organic solvent and resistance to high turbidity, easy installation as well as easy combination. The filter overcome the tolerance limitations of organic film towards acid, alkaline, organic solvent, free chlorine and turbidity, which greatly improved its service lifetime; contradictions of the accuracy and throughput is effectively resolved through the maximization of the filtration area within unit space. We intend to manufacture this equipment ourselves. We have not sold any of this equipment and we no inventory of this equipment for sale.
|
Impurities removed in this process: for removal of Cl- heavy metal ions and CN- as well as most of the COD (Chemical Oxygen Demand).
The bio-ceramic filter membrane is manufactured by 714 Research Lab in Nanjing. The filter surface contains Gamma ray to chop off all chemical substance gasifying. Only pure water can passing through micro-filter.
7. The resultant sludge after dewatering by centrifuge may be sold as organic fertilizer.
Installation
We intend to contract with third party firms to install these products.
We will sell the systems directly or build them ourselves and charge for facility use based upon the amount of waste processed. The pricing will depend upon the unique needs of each customer.
Intellectual Property
None.
Government Regulations
Now China is a large manufacturing country, which means there are a lot of wastewaters needed to be solved. The government of China encourages the wastewater dealing industry and the wastewater industry is not developed. There are lots and lots of opportunities of business. Government has publish a series of policies to push the industry develop. There are relevant standards based on the requirement in this industry of China. These standards consist of:
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Emission standards for odor pollutants
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·
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Urban Regional Environmental Noise Standard
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·
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Standard for construction and Acceptance
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·
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Standard for construction design of water supply
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·
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Water supply and drainage design manual
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Future Steps to Implement
Hyperera Technology(Beijing) Co., Ltd, our subsidiary, signed a contract Bazhou Development Zone Yingyuan Mechanical Processing Factory to manufacture equipment needed with our modifications as described above. The Factory will bear all the costs of making this equipment for us and we will pay them as we sell the equipment. Thus no additional financial resources are needed to get this modified equipment ready so we can sell it.
Results of Operations
For the three months ended September 30, 2012 vs. September 30, 2011.
Revenue
For the three months ended September 30, 2012 and 2011, the Company had $ 0.00 revenue for hardware sales respectively.
For the three months ended September 30, 2012, and 2011, there were no software sales.
Cost of Revenue
All the products sold were purchased from Beijing Chaoran. For the three months ended September 30, 2012 and 2011, the Company incurred zero cost of goods sold.
For the three months ended September 30, 2012, and 2011, there was no software cost of goods sold incurred.
Expense
For the three months ended September 30, 2012, the Company incurred selling, general and administrative expenses and depreciation expense of $150,539. The primary expenses were professional fees of $95,900 related to legal, accounting and audit fees, consulting fee, and other professional fee; rental expense of $11,373; and payroll expense of $18,338.
For the three months ended September 30, 2011, the Company incurred selling, general and administrative expenses and depreciation expense of $ 43,887.
The Company is still development stage enterprise and need to secure financing activities to survive the business. And the Company was in the progress of building up the network relations and promotion of Hyperera’s name and its products. Accordingly, the Company incurred significant increase of overall selling, general and administrative expenses.
Income Taxes
There were no income taxes.
For three months ended September 30, 2012, the Company had net loss of $ 111,833; for three months ended September 30, 2011, the Company incurred net loss of $2,769. At September 30, 2012, the Company had accumulated net loss of $ 569,187 for cumulative period from February 19, 2008 (Date of Inception) through September 30, 2012.
For the nine months ended September 30, 2012 vs. September 30, 2011.
Revenue
For the nine months ended September 30, 2012 and 2011, the Company had $ 0.00 revenue for hardware sales respectively.
For the nine months ended September 30, 2012, and 2011, there were no software sales.
Cost of Revenue
All the products sold were purchased from Beijing Chaoran. For the nine months ended September 30, 2012 and 2011, the Company incurred zero cost of goods sold.
For the nine months ended September 30, 2012, and 2011, there was no software cost of goods sold incurred.
Expense
For the nine months ended September 30, 2012, the Company incurred selling, general and administrative expenses and depreciation expense of $ 293,804. The primary expenses were professional fees of $ 155,172 related to legal, accounting and audit fees, consulting fee, and SEC filling fee, and other professional fees; rental expense of $ 32,648; travel expense of $12,882; gift and promotion expense of $ 5,173; and payroll expense of $ 49,823.
For the nine months ended September 30, 2011, the Company incurred selling, general and administrative expenses and depreciation expense of $ 177,672.
The Company is still development stage enterprise and need to secure financing activities to survive the business. And the Company was in the progress of building up the network relations and promotion of Hyperera’s name and its products. Accordingly, the Company incurred significant increase of overall selling, general and administrative expenses.
Income Taxes
There were no income taxes.
Net Loss
For nine months ended September 30, 2012, the Company had net loss of $ 173,424; for nine months ended September 30, 2011, the Company incurred net loss of $91,565. At September 30, 2012, the Company had accumulated net loss of $569,187 for cumulative period from February 19, 2008 (Date of Inception) through September 30, 2012.
Commitments and Contingencies
Our Company is still a development stage enterprise, and we continue to expend our efforts in our marketing to sell our software. However, we have met unanticipated significant arket resistance to our software because its’ current technological stage of development. Further, due to most of our potential customers are state-owned hospitals, we incurred significant difficulty to go though the lengthy governmental approval process. We continue to explore methods to improve our product and remedy this situation, but also have started looking for opportunities to develop other profit areas to respond to shareholders’ investment expectations. After months of searching and inspection, then in 2011 we identified Greensaver Corporation, located in 8 North Yangzijinag Rd, Ningbo, Zhejiang, China, an energy-saving silicon battery manufacturer. We engaged in discussions concerning the intention of acquisition of a significant minority interest in this company. We have no binding contract, agreement or commitment to acquire an interest in this or any other company or to set up a joint venture.
On April 15, 2011, the Company through its subsidiary Hyperera Technology (Beijing) Co., Ltd. signed a loan agreement with Greensaver Corporation to advance a loan amount of $1,538,462 [10,000,000 RMB] at annual interest rate of 10%. The loan is due December 31, 2011. However, this loan was renewed for another nine months, and the loan is now due September 30, 2012. It was renewed to October 31, 2012 by oral agreement. The interest income is $38,462 for three month period ending September 30, 2012. The accrued interest receivable is $224,342 as of September 30, 2012 at annual interest rate of 10%.
On July 26, 2012, the Company signed a Loan Supplement Agreement with Greensaver Corporation to define the repayment terms for the loan advanced to
Greensaver Corporation.
Due to the bankruptcy reorganization for Greensaver Corporation in 2012, Greensaver Corporation promised to start repay its loan principal plus interest to Hyperera Technology (Beijing) Co., Ltd. at December 31, 2012 for $79,365; and $158,730 at January 31, 2013; then monthly payment of $79,365 starting from July 1, 2013, and by the July 30, 2015, Greensaver Corporation will repay all the principal and interest to Hyperera Technology (Beijing) Co.
There may be loan default risk if Greensaver Corporation cannot go through the bankruptcy reorganization in China, then the total loan principal of $1,538,462 plus accrued interest receivable of $185,880 must be write off as non-operational loss to the Company, then the Company may face significant difficulty as going concern immediately.
Loans to Related Party Supplier- Beijing Chaoran
From
October to December 2010, the Company advanced short-term loans of $995,836 as of December 31, 2010 to related party supplier, Beijing Chaoran. The interest rate was agreed at annual rate of 3.0%, the accrued interest receivables were $3,127. The repayment terms were demanded as request by the Company.
From January to March 31, 2011, the Company advanced additional short-term loans of $747,500 to related party supplier, Beijing Chaoran. The interest rate was estimated at annual rate of 3%, the accrued interest receivables were $9,273.
On April 15, 2011, Beijing Chaoran returned the loan amount of $1,538,462 to the Company; the Company signed a loan agreement with un-related party Greensaver Corporation to advance loan amount of $1,538,462 at annual interest rate of 10%. The loan term is for short-term 6 months with renewable term of nine months.
As of December 31, 2011, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $ 315,989, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
As of March 31, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $ 314,451, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%. As of March 31, 2012, the Company has $ 23,064 accrued interest receivable from Beijing Chaoran.
In the period of April to June 30, 2012, the Related Party Supplier-Beijing Chaoran returned $306,116 to the Company. At of June 30, 2012, the Company has $25,422 accrued interest receivable from Beijing Chaoran, and in the same day, Beijing Chaoran paid the full amount of $25,422 accrued interest receivable to the Company. As of June 30, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $8,335, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
In the period of July to September 30, 2012, the Related Party Supplier-Beijing Chaoran returned $3,823 to the Company. As September 30, 2012, the Company has $190 accrued interest receivable from Beijing Chaoran. As of September 30, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $4,512, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.
Liquidity and Capital Resources
|
|
|
At September 30
|
|
|
At December 31
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Current Ratio*
|
|
|
41.96
|
|
|
|
18.09
|
|
|
Cash
|
|
$
|
63,755
|
|
|
$
|
113,597
|
|
|
Working Capital***
|
|
$
|
1,811,706
|
|
|
$
|
1,981,777
|
|
|
Total Assets
|
|
$
|
1,887,097
|
|
|
$
|
2,131,478
|
|
|
Total Liabilities
|
|
$
|
44,977
|
|
|
$
|
115,934
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
$
|
1,842,120
|
|
|
$
|
2,015,544.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt/Equity**
|
|
|
0.02
|
|
|
|
0.06
|
|
*Current Ratio = Current Assets /Current Liabilities
** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.
*** Working Capital = Current Assets – Current Liabilities
The Company had cash and cash equivalents of $ 63,755 at September 30, 2012 and the working capital of $1,811,706, and cash and cash equivalent of $113,597 at December 31, 2011 and the working capital of $1,981,777.
The Company’s related party transactions, the short-term loans to related party supplier, may raise substantial doubt about its ability to carry out its operational business plan and cause uncertainty about its cash flows, such related party borrows or withdraws may raise substantial doubt about the Company’s ability to continue as going concerns.
Loans to Greensaver Corporation
On April 15, 2011, the Company through its subsidiary Hyperera Technology (Beijing) Co., Ltd. signed a loan agreement with unrelated party Greensaver Corporation to advance a loan amount of $1,538,462 [10,000,000 RMB] at annual interest rate of 10%. The due date of the loan was extended to October 31, 2012 by mutual agreement of the parties.
On July 26, 2012, the Company signed a Loan Supplement Agreement with Greensaver Corporation to define the repayment terms for the loan advanced to
Greensaver Corporation.
Due to the bankruptcy reorganization for Greensaver Corporation in 2012, Greensaver Corporation promised to start repay its loan principal plus interest to Hyperera Technology (Beijing) Co., Ltd. at December 31, 2012 for $79,365; and $158,730 at January 31, 2013; then monthly payment of $79,365 starting from July 1, 2013, and by the July 30, 2015, Greensaver Corporation will repay all the principal and interest to Hyperera Technology (Beijing) Co.
There may be loan default risk if Greensaver Corporation cannot go through the bankruptcy reorganization in China, then the total loan principal of $1,538,462 plus accrued interest receivable of $224,342 must be write off as non-operational loss to the Company, then the Company may face significant difficulty as going concern immediately.
Conclusion
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operation.
The Company had total equity of $ 1,953,953 and $ 1,910,984 at September 30, 2012 and 2011, and $ 2,015,544 at December 31, 2011 respectively.
On February 19, 2008, the Company issued 20,000,000 shares to three founders of the Company, Zhiyong Li, Wei Wu, and Huitao Zhou at $0.001 per share or $20,000 for initial capital (stock subscription receivable). On September 30, 2008, the Company issued total 5,200,000 shares to 52 shareholders at $0.03 per share or $156,000 for common stock (stock subscription receivable). On April 28, 2008, the Company issued additional 1,400,000 shares to 14 shareholders at $0.03 per share or $42,000 for common stock (stock subscription receivable). On July 20, 2008, additional 1,200,000 shares were issued to 7 shareholders at $ 0.03 per share, and the total proceeds of $36,000 were received.
On July 20, 2008, 139,000 shares were issued to Williams Law Group at $ 0.03 per share for the legal service value $4,170.
At December 15, 2009, additional 60,000 shares were issued to 3 shareholders, Baozhong Fu, Long Zhang, and Xuefeng Zhang, Chinese citizens, at $ 0.20 per share, and the total proceeds of $12,000 were received.
On September 10, 2010, additional 2,030,000 shares were issued to 79 shareholders, Chinese citizens, at $ 0.20 per share or $ 406,000 for common stock (stock subscription receivable). On December 15, 2010, additional 5,855,000 shares were issued to 70 shareholders at $0.20 per share for $1,171,000. On December 31, 2010, additional 100,000 shares were issued to Mr. Jing Li for financial consulting services at $0.20 per share for $20,000. Therefore, as of December 31, 2010, the Company has a total of 35,984,000 shares were issued and outstanding.
At January 1, 2011, 50,000 shares were issued to one shareholder at $0.20 per share for $10,000. On September 30, 2011, additional 1,660,000 shares were issued to 13 shareholders, Chinese citizens at RMB 1.40 per share, equivalent at USD $0.2153 per share for RMB 2,324,000. At May 1, 2011, 210,000 shares were issued to 8 shareholders at $0.30 per share for $63,000. At September 30, 2011, 200,000 shares were issued to one shareholder at $0.20 per share for $40,000 which was stock subscription receivable as of September 30, 2011.
At July 15, 2011 100,000 shares were issued to one shareholder at $0.45 per share, total proceeds of $45,000 were received on July 2011.
There’s no additional shares were issued in the period January to September 2012.
Therefore, as of September 30, 2012, the total outstanding common shares were 38,204,000.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act) during the fiscal quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
(a) Exhibits.
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Exhibit No.
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Document Description
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10.1
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Loan Supplement Agreement
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31.1
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CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
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31.2
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CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
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32.1 *
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CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
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32.2 *
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CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
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Exhibit 101
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Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
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101.INS
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XBRL Instance Document**
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101.SCH
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XBRL Taxonomy Extension Schema Document**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document**
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document**
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____________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Hyperera, Inc., a Nevada corporation
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Title
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Name
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Date
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Signature
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Principal Executive Officer
|
|
Zhi Yong Li
|
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November 19, 2012
|
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/s/ Zhi Yong Li
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In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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SIGNATURE
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NAME
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TITLE
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DATE
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|
|
|
|
|
|
|
|
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/s/ Zhi Yong Li
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|
Zhi Yong Li
|
|
Principal Executive Officer and Director
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November 19, 2012
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|
|
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|
|
|
|
|
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/s/ Simon Bai
|
|
Simon Bai
|
|
Principal Financial Officer and
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|
November 19, 2012
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|
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Principal Accounting Officer
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Exhibit No.
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Document Description
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10.1
|
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Loan Supplement Agreement
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|
|
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31.1
|
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
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|
|
|
|
|
31.2
|
|
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
|
|
|
|
32.1 *
|
|
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
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|
|
|
|
|
32.2 *
|
|
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
101.INS
|
|
XBRL Instance Document**
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document**
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document**
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|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document**
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|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document**
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|
|
|
|
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101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
* This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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