Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  March 31, 2013

o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _____________________ to ______________

SEC file number  333-163035

Hyperera, Inc.

(Name of small business issuer in our 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)

 

Registrant’s telephone number:   312-842-2288

N/A

(Former name, former address and former three months, if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and 2) has been subject to such filing requirements for the past 90 days.  Yes   x   No   o

 

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

 

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

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller Reporting Company	x

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

As of May 20, 2013 there were 38,204,000 shares issued and outstanding of the registrant’s common stock.

 

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TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements.
Item 2.	Management’s Discussion and Analysis or Plan of Operation.			4
Item 3.	Quantitative and Qualitative Disclosure about Market Risk.			9
Item 4.	Controls and Procedures.			9
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.			10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			10
Item 3.	Defaults Upon Senior Securities.			10
Item 4.	Mine Safety Disclosures.			10
Item 5.	Other Information.			10
Item 6.	Exhibits.			11

 

 

2

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PART I — FINANCIAL INFORMATION

 

HYPERERA, INC.

 

(A Development Stage Enterprise)

 

 

 Financial Statements

(Unaudited)

 

 

As of March 31, 2013

 

 

3

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Table of Contents

 

Consolidated Balance Sheet			F-2
Consolidated Statement of Operation			F-3
Statement of Shareholders Equity			F-4
Consolidated Statement of Cash Flow			F-5
Notes to Consolidated Financial Statements			F-6
Exhibit A			F-19

 

 

F-1

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HYPERERA, INC

(A Development Stage Enterprise)

CONSOLIDATED BALANCE SHEETS

 

		March 31				December 31
		2013				2012
ASSETS
Current assets:
Cash and cash equivalents		$	26,774			$	34,896
Total Current Assets		$	26,774			$	34,896
Other current assets:
Prepaid Expenses		$	-			$	13
Accrued interest			233,618				272,079
Loans to Greensaver Corp			1,538,462				1,538,462
Loans to related supplier			9,754				5,873
Total Other Current Assets		$	1,781,834			$	1,816,427
Fixed assets:
Furniture & Equipment, Net		$	25,114			$	26,631
Total Fixed Assets		$	25,114			$	26,631
TOTAL ASSETS		$	1,833,722			$	1,877,954
LIABILITIES & EQUITY
Current liabilities:
Account payable		$	700			$	28,200
Loan from shareholders			8,137				32,753
Loan from others			15,325				2,165
Payroll liabilities			6,154				-
Total current liabilities		$	30,316			$	63,118
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			(608,265	)			(596,012	)
Accumulated other comprehensive income (loss)			29,103				28,280
Total stockholders' equity		$	1,803,406			$	1,814,836
TOTAL LIABILITIES & EQUITY		$	1,833,722			$	1,877,954

 

 

F-2

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HYPERERA, INC

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF LOSS

 

		Three Month Ended March 31				Three Month Ended March 31				Cumulative from February 19, 2008 (Date of Inception) Through March 31,
		2013				2012				2013
Revenues		$	-			$	-			$	228,858
Cost of Goods Sold			-				-			$	207,998
Gross Profit		$	-			$	-			$	20,860
Operating expenses:
Research and development		$	-			$	-			$	-
Selling, general and administrative expenses			46,889				58,062				931,219
Depreciation and amortization expenses			3,844				2,380				25,507
Total Operating Expenses		$	50,733			$	60,442			$	956,726
Operating Loss		$	(50,733	)		$	(60,442	)		$	(885,133	)
Investment income, net		$	38,480			$	40,846			$	327,868
Interest Expense, net		$	-			$	2			$	267
Loss before income taxes		$	(12,253	)		$	(19,598	)		$	(608,265	)
Income tax expense		$	-			$	-			$	-
Net loss		$	(12,253	)		$	(19,598	)		$	(608,265	)
											-
Net loss per common share- Basics		$	(0.00	)		$	(0.00	)		$	(0.01	)
Net loss per common share- Diluted		$	(0.00	)		$	(0.00	)		$	(0.01	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			823				-				29,103
Other comprehensive income (loss)		$	823			$	-			$	29,103
Comprehensive Income (Loss)		$	(11,430	)		$	(19,598	)		$	(579,162	)

 

 

F-3

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HYPERERA, INC

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS EQUITY

The Period February 19, 2008 ( Date of Inception) through March 31, 2013

 

														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
Issuance of common stocks
to shareholders @0.20 per
share on September 30, 2010			2,030,000			$	2,030			$	403,970											$	406,000
Issuance of common stocks
to shareholders @0.20 per share
on December 31, 2010			5,955,000			$	5,955			$	1,185,045											$	1,191,000
Adjustment for Rate Exchange																		$	23,014			$	23,014
Net loss for the period
ended December 31, 2010														$	(191,234	)						$	(191,234	)
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
Adjustment for Rate Exchange																		$	(459	)		$	(459	)
Net loss for the period
ended December 31, 2012														$	(200,249	)						$	(200,249	)
Balance, December 31, 2012			38,204,000				38,204				2,344,364				(596,012	)			28,280				1,814,836
Adjustment for Rate Exchange																		$	823			$	823
Net loss for the period
ended March 31, 2013														$	(12,253	)						$	(12,253	)
Balance, March 31, 2013			38,204,000				38,204				2,344,364				(608,265	)			29,103				1,803,406

 

 

F-4

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HYPERERA, INC

(A Development Stage Enterprise)

STATEMENT OF CASH FLOWS

 

		Three Month Ended March 31				Three Month Ended March 31				Cumulative from February 19, 2008 (Date of Inception) to March 31,
		2013				2012				2013
Operating Activities:
Net loss		$	(12,253	)		$	(19,598	)		$	(608,265	)
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 expense			3,844				2,380				25,506
Accrued interest receivable			38,462				(40,820	)			(233,618	)
Prepaid expenses			13				-				-
Loans Greensaver Corp			-				-				(1,538,462	)
Loans to related supplier			(3,881	)			1,538				(9,754	)
Loan from others			13,160				-				15,325
Account payable			(27,500	)			(1,200	)			700
Payroll liabilities			6,154				-				6,154
Loan from shareholders			(24,616	)			-				8,138
Net cash provided by operating activities		$	(6,617	)		$	(57,700	)		$	(2,310,106	)
Investing Activities:
Furniture & Equipment, Net		$	(2,328	)		$	(1,472	)		$	(50,621	)
Net cash provided by investing activities		$	(2,328	)		$	(1,472	)		$	(50,621	)
Financing Activities:
Proceeds from issuance of common stock		$	-			$	-			$	2,358,398
Prepaid for stock purchase			-				-				-
Net cash provided by financing activities		$	-			$	-			$	2,358,398
Effect of Exchange Rate on Cash		$	823			$	-			$	29,103
Net increase (decrease) in cash and cash equivalents		$	(8,122	)		$	(59,172	)		$	26,774
Cash and cash equivalents at beginning of the period		$	34,896			$	113,597			$	-
Cash and cash equivalents at end of period		$	26,774			$	54,425			$	26,774

 

 

F-5

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HYPERERA, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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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.

 

 

F-6

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HYPERERA, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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NOTE B – SIGNIFICANT ACCOUNTING POLICIES

 

At March 31, 2013 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 March 31, 2013, there was $26,774 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 March 31, 2013, total fixed assets were $ 50,621, and accumulated depreciation was $25,506. The net fixed assets were $25,115 in the Company’s balance sheets as of March 31, 2013. 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 March 31, 2013, the company has $ 823 comprehensive income.

 

 

F-7

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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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.

 

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.

 

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%.  As of March 31, 2013, the Company has $233,618 accrued interest receivable. Greensaver Corporation is a silicon battery manufacturer located in 8 North Yangzijinag Rd, Ningbo, Zhejiang, China.  The Company is in reorganization under the local Chinese laws. And the status of the relationship with Greensaver Corporation as of March 31, 2013 is as follows:

 

(1)	The loan agreement was amended and extended to July 31, 2015;

(2)	Hyperera is no longer pursuing the joint venture with Greensaver Corporation;

(3)

Because Greensaver is incapable to repay the loan, the loan amount plus interest was paid only once at January 2013 for total RMB 500,000 by Greensaver as of today. The loan agreement was amended on March 2013 to provide for a monthly payment of $80,645 starting July 1, 2013 and continuing until the loan is paid off by July 2015.

 

 

F-8

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

(1)	Sales of Hardware

 

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.

 

For March 31, 2013 and 2012, there were no hardware sales.

 

(2)	Sales of Software

 

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.

 

 

F-9

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued)

 

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

·	Delivery has occurred

·	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, 2013 and 2012, 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.

 

 

F-10

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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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,

·	Flexibility in pricing

·	Assumes credit risk;

·	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.

 

Operating Expenses

 

Operation expenses include selling, general & administrative expenses and depreciation & amortization expenses.

 

For the three months period of January 1 to March 31, 2013, and 2012, there’s total of $50,733 and $60,442, operating expenses respectively; and $ 956,726 for the cumulative period February 19, 2008 to March 31, 2013. The selling, general and administrative expenses and depreciation details were showed in the Exhibit A.

 

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 March 2013 and 2012, the Company incurred $300 and $11,868 professional fee respectively; and $ 334,365 for the cumulative period February 19, 2008 to March 31, 2013.

 

 

F-11

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 2012.  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 March 31, 2013 and 2012, 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 25, 2013 and required a RMB 17,552 monthly lease payment. For the three months ended March31, 2013 and 2012, there was USD $ 9,574 and $ 8,101 rent expenses incurred correspondingly.

 

Therefore, there was total of $ 11,374 and $9,901 rent expenses for the three months end March 31, 2013 and 2012.

 

NOTE C – RELATED PARTY TRANSACTIONS

 

Common Shares Issued to Executive and Non-Executive Officers and Directors

 

As of March 31, 2013, total 20,400,000 shares were issued to officers and directors were not changed.  And the total outstanding shares were 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:

 

 

F-12

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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NOTE C – RELATED PARTY TRANSACTIONS (Continued)

 

Common Shares Issued to Executive and Non-Executive Officers and Directors (Continued)

 

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 March 31, 2013.

 

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.

 

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 March 31, 2011, there were no additional loans from Mr. Li Zhiyong.  Therefore, as of March 31, 2011, the total balance of Loans from Shareholders was $985.

 

 

F-13

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

---

 

NOTE C – RELATED PARTY TRANSACTIONS (Continued)   

 

Loans from Shareholders (Continued)

 

From April to June 30, 2011, Mr. Zhiyong Li advanced additional amount of $6,901 to the Company.  The loans would be repaid as request without interest.  As of December 31, 2011, the balance of loan from Shareholder was $7,886.

 

In 2012, Mr. Zhiyong Li advanced additional $24,867 to the Company.  Therefore, as of December 31, 2012, the balance of loan from Shareholder was $32,753.  The loans would be repaid as request without interest.

 

For the period January 1 to March 31, 2013, the Company returned $ 24,616 back to the shareholder.  Therefore, as of March 31, 2013, the balance of loan from Shareholder is $8,137.  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.

 

As of December 31, 2012, the balance of loan amount to Related Party Supplier-Beijing Chaoran was $5,873, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.

 

As of March 31, 2013, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $ 9,754, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.

 

 

F-14

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

---

 

NOTE C – RELATED PARTY TRANSACTIONS (Continued)   

 

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.

 

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.

 

 

F-15

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

---

   

NOTE C – RELATED PARTY TRANSACTIONS (Continued)   

 

Cost of Goods Sold (Continued)

 

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 March 31, 2013 and 2012, 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.

 

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.

 

 

F-16

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

---

 

NOTE D – SHAREHOLDERS’ EQUITY (Continued)

 

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 was no share issued in year 2012 and three months ended March 31, 2013.

 

Therefore, as of March 31, 2013, the total outstanding common shares were 38,204,000.

 

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 March 31, 2013, total stock subscription receivable on balance sheet is $0.00.

 

 

F-17

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HYPERERA, INC .

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

---

 

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 $50,733 and $60,442 for three months ended March 31, 2013 and 2012 and a cumulative operating loss of $ 885,133 for the period February 19, 2008 (inception) through March 31, 2013. 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.

 

The Company’s short-term loans to GreenSaver Corp. of $1,538,462 raised substantial doubt about it’s ability to carry out it’s operational business plan and cause uncertainty about its cash flows immediately, such borrows or withdraws may raise substantial doubt about the Company’s ability to continue as going concern immediately.  The Company amended the loan agreement with new management of the Greensaver Corp and new management of Greensaver Corp will start paying the principal and interest to the Company over the next 3 years, the loan balance will be paid off by July 31, 2015 based on the amended loan agreement signed on March 2013.  Due to GreenSaver Corp is in reorganization under the local Chinese laws; there may be uncertainty about the Greesaver Corp.  The risk of the loan default is significant high.   If the loan is in default, then the Company may be required to cease or curtail its operation immediately.

 

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.

 

 

F-18

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Exhibit A:

 

		Three Month Ended March 31				Three Month Ended March 31				Cumulative from February 19, 2008 (Date of Inception) to March 31,
		2013				2012				2013
Operating Expenses
Automobile Expenses			451				4,538				14,821
Administration Expense			225				-				225
Bank Service Charges			128				218				3,454
Bank Interest			-				31				31
Computer and Internet Expenses			159				-				403
Consulting Fees			-				-				43,000
Depreciation			3,844				2,380				25,506
Employees Welfare Expense			-				462				1,385
Gift and promotion Expense			1,758				5,173				6,931
small tools and equipment			-				150				150
Dues and Subscriptions			-				-				110
Insurance Expense			2,291				523				12,481
License & Registration			399				-				12,743
Meals and Entertainment			-				1,820				14,811
Meeting & Conference			-				-				3,857
Office Supplies			9,923				1,958				40,962
Purchase of Bank Note			-				-				7
Supplies			-				-				1,307
Payroll Expenses
Net Wage Payment-China			18,426				15,104				180,974
Payroll Withholding Tax-China			35				39				4,437
Total Payroll Expenses			18,461				15,143				185,412
Postage			-				802				1,977
Professional Fees
Legal Fee			-				-				93,253
Accounting & Auditing			-				-				83,520
SEC Filling Fee			-				11,568				29,630
Professional Fees - Other			300				300				127,961
Professional Fees			300				11,868				334,365
Rent Expense											-
Rent Expense - China Subsidiary			9,574				8,101				124,901
Rent Expense - US Corporation			1,800				1,800				36,600
Rent Expense - Other			-				-				3,024
Rent Expense			11,374				9,901				164,524
Tax-China Operation
Income Tax - China			-				-				317
Local Operation Tax - China			-				-				11,149
Tax-China Office Operation			-				-				11,466
Telephone Expense			-				-				1,213
Travel Expense
Air Tickets			-				1,672				41,857
Visa Application Fee			-				-				133
Transportation expenses			-				639				9,768
Lodging & Hotel			838				1,865				12,388
Travel Expense			838				4,176				64,146
Vehicle and Vessel Usage Tax			-				-				74
Utilities			582				1,302				11,366
Total Expense		$	50,733			$	60,442			$	956,726

 

 

F-19

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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 March 31, 2013, and cumulative revenue of $228,858 from date of inception February 19, 2008 to March 31, 2013. There were no software sales revenues been generated as of March 31, 2013.

 

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.

 

 

4

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Future Wastewater Treatment Business

 

We are continuing to evaluate 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.  Our current thinking is that we may decide to discontinue pursuing this line of business in the near future because we don’t think it may be viable for us to proceed.

Emerging Growth Company

We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above). We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

Results of Operations

For the three months ended March 31, 2013 vs. March 31, 2012.

Revenue

For the three months ended March 31, 2013 and 2012, the Company had $ 0.00 revenue for hardware sales respectively.

For the three months ended March 31, 2013, and 2012, there were no software sales.

 

Cost of Revenue

All the products sold were purchased from Beijing Chaoran.  For the three months ended March 31, 2013 and 2012, the Company incurred zero cost of goods sold.

For the three months ended March 31, 2013, and 2012, there was no software cost of goods sold incurred.

 

Expense

 

For the three months ended March 31, 2013, the Company incurred selling, general and administrative expenses, and depreciation expense of $50,733.  The primary expenses were rental expense of $11,374; and payroll expense of $18,461.

For the three months ended March 31, 2012, the Company incurred selling, general and administrative expenses and depreciation expense of $ 60,442.

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.

 

 

5

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Income Taxes

There were no income taxes.

Net Loss

For three months ended March 31, 2013, the Company had net loss of $ 12,253; for three months ended March 31, 2012, the Company incurred net loss of $ 19,598. At March 31, 2013, the Company had accumulated net loss of $ 608,265 for cumulative period from February 19, 2008 (Date of Inception) through March 31, 2013.

 

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 market 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 through 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.

In 2012, we discussed with Greensaver Corporation, located in 8 North Yangzijinag Rd, Ningbo, Zhejiang, China, an energy-saving silicon battery manufacturer. We initially engaged in discussions concerning joint venture with Greensaver Corporation. We have no current binding contract, agreement or commitment to acquire an interest in this or any other company or to set up such a joint venture. Due to Greensaver Corporation is at reorganization under the local Chinese Environmental protection laws, the discussion of joint venture was discontinued and will no longer pursue the joint venture with Greensaver Corporation.

On April 15, 2012, 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 agreement was amended on March 2013 to provide for a monthly payment of $80,645 starting July 1, 2013 and continuing until the loan is paid off by July 2015. Due to the reorganization of the Greensaver Corporation, the risk of default for our loan to Greensaver is high. If the loan is at default by Greensaver, our Company may have going concern.

 

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, 2011 to 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 upon demand as request by the Company.

From January to March 31, 2012, the Company advanced additional short-term loans of $747,500 to supplier, Beijing Chaoran. The interest rate was estimated at annual rate of 3%, the accrued interest receivables were $9,273.

On April 15, 2012, Beijing Chaoran repaid the loan amount of $1,538,462 to the Company; the Company signed a loan agreement with unrelated party Greensaver Corporation to advance loan amount of $1,538,462 at annual interest rate of 10%.

As of December 31, 2012, the balances of loan amount to Related Party Supplier-Beijing Chaoran is $5,873 the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.

 

As of March 31, 2013, the balance of loan amount to Related Party Supplier-Beijing Chaoran is $ 9,753, and the interest incomes from Beijng Chaoran were based on annual interest rate of 3%.

 

 

6

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Loans to Greensaver Corporation

On April 15, 2012, 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 loan agreement was amended on March 2013 as follows: 

The status of our relationship with Greensaver Corporation as of March 31, 2013 is as follows:

 

(1)	The loan agreement was amended and extended to July 31, 2015;

(2)	Hyperera is no longer pursue the joint venture with Greensaver Corporation ;

(3)

Because Greensaver is incapable to repay the loan, the loan amount plus interest was paid only once at January 2013 for total RMB 500,000 by Greensaver as of today. The loan agreement was amended on March 2013 to provide for a monthly payment of $80,645 starting July 1, 2013 and continuing until the loan is paid off by July 2015.

 

Liquidity and Capital Resources

		At March 31				At March 31				At December 31
		2013				2012				2012
Current Ratio*			60.49				18.11				29.75
Cash		$	26,774			$	54,425			$	34,896
Working Capital***		$	1,779,291			$	1,963,087			$	1,788,205
Total Assets		$	1,833,722			$	2,110,680			$	1,877,954
Total Liabilities		$	30,316			$	114,734			$	63,118
Total Equity		$	1,803,406			$	1,995,946			$	1,814,836
Total Debt/Equity**			0.02				0.06				0.03

 

*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 $ 26,774 at March 31, 2013 and the working capital of $ 1,779,291, and cash and cash equivalent of $ 34,896 at December 31, 2012 and the working capital of $1,788,205.

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.

 

 

7

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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.

 

Shareholder’s Equity

 

The Company had total equity of $ 1,953,953 and $ 1,910,984 at March 31, 2013 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 March 31, 2012, 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 March 31, 2012, 200,000 shares were issued to one shareholder at $0.20 per share for $40,000 which was stock subscription receivable as of March 31, 2012.

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 2012 and three months ended March 31, 2013.

Therefore, as of March 31, 2013, the total outstanding common shares were 38,204,000.

 

 

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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 March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

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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.

 

 

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Item 6.  Exhibits.

 

(a) Exhibits.

 

Exhibit No.		Document Description
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.
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
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**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
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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SIGNATURES

 

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

 

Title		Name		Date		Signature
Principal Executive Officer		Zhi Yong Li		May 20, 2013		/s/ Zhi Yong Li

 

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.

SIGNATURE		NAME		TITLE		DATE
/s/ Zhi Yong Li		Zhi Yong Li		Principal Executive Officer and Director		May 20, 2013
/s/ Simon Bai		Simon Bai		Principal Financial Officer and		May 20, 2013
				Principal Accounting Officer

 

 

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EXHIBIT INDEX

 

Exhibit No.		Document Description
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.
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
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**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
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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