UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2011
Commission file number 333-163035
Hyperera, Inc.
((Exact name of registrant as specified in its charter)
| Nevada | | 7370 | | 26-2007556 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | IRS I.D. |
2316 S. Wentworth Ave Chicago, IL | | 60616 |
| (Address of principal executive offices) | | (Zip Code) |
Issuer’s telephone number: 312-842-2288
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The registrant’s board of directors concluded that previously issued unaudited financial statements, covering the period January 1, 2010 through September 30, 2010 should no longer be relied upon because of an error in such financial statements as addressed in Accounting Principles Board Opinion No. 20, as may be modified, supplemented or succeeded.
The date of the conclusion regarding the non-reliance on previously issued financial statements, covering the period January 1, 2010 through September 30, 2010 was April 18, 2011.
A brief description of the facts underlying the conclusion to the extent known to the registrant at the time of filing is as follows:
In the previous issued unaudited financial statements for nine months ended September 30, 2010, the sales revenue incurred for the period January 1, 2010 through September 30, 2010, was recognized when the products were delivered or service rendered to customers. In accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,”: Revenue is considered realized and earned when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the Company’s fee to its customer is fixed or determinable; and collection of the resulting receivable is reasonably assured; revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances. The Company did have three sales orders for software installations in September 2010, however the software sales and services were unfinished, and there were no software sales revenue recognized. Therefore, the comparative financial statements of prior periods have been adjusted to apply the correct method retrospectively. The following financial statement line items for the period January 1, 2010 through September 30, 2010 were affected by the change of the financial data.
In the following consolidated financial statements as of September 30, 2010, the error in the previous issued financial statement has adjusted. The total sales for nine months ended September 30, 2010 were corrected to $162,840; therefore, the total net loss was $93,321. And the deficit accumulated during the development stage was adjusted to $(183,565); therefore, the total stockholder’s equity was $491,979 as of September 30, 2010.
| HYPERERA, INC |
| (A Development Stage Enterprise) |
| CONSOLIDATED BALANCE SHEET |
| | | September 30 | | | September 30 | |
| | | 2010 | | | 2010 | |
| | | (Unaudited) | | | (Unaudited) | |
| | | As Reported | | | As Adjusted | |
| | | | | | | |
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 345,036 | | | $ | 345,036 | |
| Accounts receivable, net | | | 191,029 | | | | - | |
| Total Current Assets | | $ | 536,065 | | | $ | 345,036 | |
| | | | | | | | | |
| Other current assets: | | | | | | | | |
| Prepaid expenses | | | 65,000 | | | | 65,000 | |
| Stock subscription receivable | | | 105,144 | | | | 105,144 | |
| Loan to shareholders/officer | | | - | | | | - | |
| Total Other Current Assets | | $ | 170,144 | | | $ | 170,144 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 706,209 | | | $ | 515,180 | |
| | | | | | | | | |
| LIABILITIES & EQUITY | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Account payable | | $ | - | | | $ | - | |
| Loan from shareholders/officer | | | 98,642 | | | | 23,201 | |
| Payroll liabilities | | | - | | | | - | |
| Total Current Liabilities | | $ | 98,642 | | | $ | 23,201 | |
| | | | | | | | | |
| Stockholders' Equity: | | | | | | | | |
| Common stock, $0.001 par value; | | | | | | | | |
200,000,000 shares authorized; | | | | | | | | |
| 30,029,000 shares issued and outstanding. | | $ | 30,029 | | | $ | 30,029 | |
| Paid-in capital | | $ | 646,141 | | | $ | 646,141 | |
| Deficit accumulated during the development stage | | | (67,977 | ) | | | (183,565 | ) |
| Accumulated other comprehensive loss | | | (626 | ) | | | (626 | ) |
| | | | | | | | | |
| Total Stockholders' Equity | | $ | 607,567 | | | $ | 491,979 | |
| TOTAL LIABILITIES & EQUITY | | $ | 706,209 | | | $ | 515,180 | |
| HYPERERA, INC |
| (A Development Stage Enterprise) |
| CONSOLIDATED STATEMENT OF OPERATION |
| | | | | | | | | | | | | | | Cumulative from | | | Cumulative from | |
| | | Nine Months Ended | | | Nine Months Ended | | | Three Months Ended | | | Three Months Ended | | | February 19, 2008 (Date | | | February 19, 2008 (Date | |
| | | September 30 | | | September 30 | | | September 30 | | | September 30 | | | of Inception) Through | | | of Inception) Through | |
| | | 2010 | | | 2010 | | | 2010 | | | 2010 | | | September 30, 2010 | | | September 30, 2010 | |
| | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | As Reported | | | As Adjusted | | | As Reported | | | As Adjusted | | | As Reported | | | As Adjusted | |
| Revenues | | $ | 461,369 | | | $ | 162,840 | | | $ | 236,029 | | | $ | - | | | $ | 527,387 | | | $ | 228,858 | |
| Cost of Goods Sold | | | 330,941 | | | | 148,000 | | | | 152,941 | | | | - | | | | 390,939 | | | | 207,998 | |
| Gross Profit | | $ | 130,428 | | | $ | 14,840 | | | $ | 83,088 | | | $ | - | | | $ | 136,448 | | | $ | 20,860 | |
| Operating Expenses: | | | | | | | | | | | | | | | | | | | | | |
| Research and development | | | - | | | | - | | | | | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | | 108,163 | | | | 108,163 | | | | 31,529 | | | | 31,529 | | | | 204,490 | | | | 204,490 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization expenses | | | - | | | | - | | | | | | | | - | | | | - | | | | - | |
| Total Operating Expenses | | $ | 108,163 | | | $ | 108,163 | | | $ | 31,529 | | | $ | 31,529 | | | $ | 204,490 | | | $ | 204,490 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Operating Income (Loss) | | $ | 22,265 | | | $ | (93,323 | ) | | $ | 51,559 | | | $ | (31,529 | ) | | $ | (68,042 | ) | | $ | (183,630 | ) |
| | | | | | | | | | | | | | | | | | | | - | | | | - | |
| Investment income, net | | $ | 2 | | | $ | 2 | | | $ | 2 | | | $ | 2 | | | $ | 65 | | | $ | 65 | |
| Interest expense, net | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Income (loss) before income taxes | | | 22,267 | | | | (93,321 | ) | | | 51,561 | | | | (31,527 | ) | | | (67,977 | ) | | | (183,565 | ) |
| Income tax expense | | | - | | | | | | | | | | | | | | | | - | | | | - | |
| Net Income (Loss) | | $ | 22,267 | | | $ | (93,321 | ) | | $ | 51,561 | | | $ | (31,527 | ) | | $ | (67,977 | ) | | $ | (183,565 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) per common share- Basics | | $ | 0.00 | | | $ | (0.00 | ) | | $ | 0.00 | | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
| Net income (loss) per common share- Diluted | | $ | 0.00 | | | $ | (0.00 | ) | | $ | 0.00 | | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments | | | (173 | ) | | | (173 | ) | | | (26 | ) | | | (26 | ) | | | (626 | ) | | | (626 | ) |
| Other comprehensive Income (loss) | | $ | (173 | ) | | $ | (173 | ) | | $ | (26 | ) | | $ | (26 | ) | | $ | (626 | ) | | $ | (626 | ) |
| Comprehensive Income (Loss) | | $ | 22,094 | | | $ | (93,494 | ) | | $ | 51,535 | | | $ | (31,553 | ) | | $ | (68,603 | ) | | $ | (184,191 | ) |
| HYPERERA, INC | | | | | | | | | | | | | | | | |
| (A Development Stage Enterprise) | | | | | | | | | | |
| STATEMENT OF STOCKHOLDERS EQUITY (Unaudited) | |
| The Period February 19, 2008 ( Date of Inception) through September 30, 2010 | |
| | | | | | | | | | | | Deficit | | | | | | | |
| As Adjusted | | | | | | | | | | | Accumulated | | | Accumulated | | | | |
| | | | | | | | | Additional | | | During the | | | Other | | | Total | |
| | | Common Stock | | | Paid-in | | | Development | | | Comprehensive | | | Stockholders' | |
| | | Shares | | | Amount | | | Capital | | | Stage | | | Income (Loss) | | | Equity | |
| Issuance of common stocks | | | | | | | | | | | | | | | | |
| to shareholders @0.001 per | | | | | | | | | | | | | | | | |
| share on February 19, 2008 | | | 20,000,000 | | | $ | 20,000 | | | $ | - | | | $ | - | | | | | | $ | 20,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stocks | | | | | | | | | | | | | | | | | | | | |
| to shareholders @0.03 per | | | | | | | | | | | | | | | | | | | | |
| share on March 31, 2008 | | | 5,200,000 | | | $ | 5,200 | | | $ | 150,800 | | | | | | | | | | $ | 156,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stocks | | | | | | | | | | | | | | | | | | | | |
| to shareholders @0.03 per | | | | | | | | | | | | | | | | | | | | |
| share on April 28, 2008 | | | 1,400,000 | | | $ | 1,400 | | | $ | 40,600 | | | | | | | | | | $ | 42,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stocks | | | | | | | | | | | | | | | | | | | | |
| to shareholders @0.03 per | | | | | | | | | | | | | | | | | | | | |
| share on July 20, 2008 | | | 1,200,000 | | | $ | 1,200 | | | $ | 34,800 | | | | | | | | | | $ | 36,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stocks | | | | | | | | | | | | | | | | | | | | |
| to Williams @0.03 per share | | | | | | | | | | | | | | | | | | | | |
| on July 20, 2008 | | | 139,000 | | | $ | 139 | | | $ | 4,031 | | | | | | | | | | $ | 4,170 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustment for Exchange | | | | | | | | | | | | | | | | | | | | |
| rate changes | | | | | | | | | | | | | | | | | | $ | (311 | ) | | $ | (311 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the period | | | | | | | | | | | | | | | | | | | | | |
| ended December 31, 2008 | | | | | | | | | | | | | | $ | (51,611 | ) | | | | | | $ | (51,611 | ) |
| Balance, December 31, 2008 | | | 27,939,000 | | | $ | 27,939 | | | $ | 230,231 | | | $ | (51,611 | ) | | $ | (311 | ) | | $ | 206,248 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stocks | | | | | | | | | | | | | | | | | | | | | |
| to shareholders @0.20 per | | | | | | | | | | | | | | | | | | | | | |
| share on December 15, 2009 | | | 60,000 | | | $ | 60 | | | $ | 11,940 | | | | | | | | | | | $ | 12,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustment for Exchange | | | | | | | | | | | | | | | | | | | | | |
| rate changes | | | | | | | | | | | | | | | | | | $ | (142 | ) | | $ | (142 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the period | | | | | | | | | | | | | | | | | | | | | |
| ended December 31, 2009 | | | | | | | | | | | | | | $ | (38,633 | ) | | | | | | $ | (38,633 | ) |
| Balance, December 31, 2009 | | | 27,999,000 | | | $ | 27,999 | | | $ | 242,171 | | | $ | (90,244 | ) | | $ | (453 | ) | | $ | 179,473 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stocks | | | | | | | | | | | | | | | | | | | | | |
| to shareholders @0.20 per | | | | | | | | | | | | | | | | | | | | | |
| share on September 30, 2010 | | | 2,030,000 | | | $ | 2,030 | | | $ | 403,970 | | | | | | | | | | | $ | 406,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustment for Exchange | | | | | | | | | | | | | | | | | | | | | |
| rate changes | | | | | | | | | | | | | | | | | | $ | (173 | ) | | $ | (173 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the period | | | | | | | | | | | | | | | | | | | | | |
| ended September 30, 2010 | | | | | | | | | | | | | | $ | (93,321 | ) | | | | | | $ | (93,321 | ) |
| Balance, September 30, 2010 | | | 30,029,000 | | | $ | 30,029 | | | $ | 646,141 | | | $ | (183,565 | ) | | $ | (626 | ) | | $ | 491,979 | |
| HYPERERA, INC | | | | | | | | | | | | | | | | | | |
| (A Development Stage Enterprise) | | | | | | | | | | | | | | | | |
| CONSOLIDATED STATEMENT OF CASH FLOWS | | | | | | | | | | |
| | | | | | | | | | | | | | | Cumulative from | | | Cumulative from | |
| | | Nine Months Ended | | | Nine Months Ended | | | Three Months Ended | | | Three Months Ended | | | February 19, 2008 | | | February 19, 2008 | |
| | | September 30 | | | September 30 | | | September 30 | | | September 30 | | | (Date of Inception) to | | | (Date of Inception) to | |
| | | 2010 | | | 2010 | | | 2010 | | | 2010 | | | September 30, 2010 | | | September 30, 2010 | |
| | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | As Reported | | | As Adjusted | | | As Reported | | | As Adjusted | | | As Reported | | | As Adjusted | |
| Operating Activities: | | | | | | | | | | | | | | | | | | |
| Net Income (Loss) | | $ | 22,267 | | | $ | (93,321 | ) | | $ | 51,561 | | | $ | (31,527 | ) | | $ | (67,977 | ) | | $ | (183,565 | ) |
| Adjustments to reconcile net income to net cash provided | | | | | | | | | | | | | | | | | |
| by operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-cash portion of share based legal fee expense | | | - | | | | - | | | | - | | | | - | | | | 4,170 | | | | 4,170 | |
| Account receivable | | | (191,029 | ) | | | - | | | | (138,529 | ) | | | - | | | | (191,029 | ) | | | - | |
| Prepaid expenses | | | 83,600 | | | | 83,600 | | | | 110,324 | | | | 83,600 | | | | (65,000 | ) | | | (65,000 | ) |
| Loan to shareholders/officer | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Account payable | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Payroll liabilities | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Loan from shareholders | | | 45,011 | | | | (30,430 | ) | | | 13,884 | | | | (14,833 | ) | | | 98,642 | | | | 23,201 | |
| Net cash provided by operating activities | | $ | (40,151 | ) | | $ | (40,151 | ) | | $ | 37,240 | | | $ | 37,240 | | | $ | (221,194 | ) | | $ | (221,194 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Investing Activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net cash provided by investing activities | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Financing Activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| Proceeds from issuance of common stock | | | 300,856 | | | | 300,856 | | | | 300,856 | | | | 300,856 | | | | 566,856 | | | | 566,856 | |
| Net cash provided by financing activities | | $ | 300,856 | | | $ | 300,856 | | | $ | 300,856 | | | $ | 300,856 | | | $ | 566,856 | | | $ | 566,856 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Effect of Exchange Rate on Cash | | $ | (173 | ) | | $ | (173 | ) | | $ | (26 | ) | | $ | (26 | ) | | $ | (626 | ) | | $ | (626 | ) |
| Net increase (decrease) in cash and cash equivalents | | $ | 260,532 | | | $ | 260,532 | | | $ | 338,070 | | | $ | 338,070 | | | $ | 345,036 | | | $ | 345,036 | |
| Cash and cash equivalents at beginning of the year | | $ | 84,504 | | | $ | 84,504 | | | $ | 6,966 | | | $ | 6,966 | | | $ | - | | | $ | - | |
| Cash and cash equivalents at end of year | | $ | 345,036 | | | $ | 345,036 | | | $ | 345,036 | | | $ | 345,036 | | | $ | 345,036 | | | $ | 345,036 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | |
| Common stock issued pursuant to stock | | | | | | | | | | | | | | | | | |
| subscription receivable (Note D) | | $ | 105,144 | | | $ | - | | | $ | 105,144 | | | $ | - | | | $ | 105,144 | | | $ | 105,144 | |
Zhiyong Li, CEO and an authorized officer of the registrant, discussed with the registrant’s board directors the matters disclosed in this filing pursuant to this Item 4.02(a).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| | Hyperera, Inc. | |
| | | | |
| Dated: 05/13/2011 | By: | /s/ Zhiyong Li | |
| | | Zhiyong Li | |
| | | Chief Executive Officer | |
