10-Q 1 form10-q.htm

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, 2019

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-202841

HUALE ACOUSTICS CORPORATION

(Name of small business issuer in its charter)

Nevada		36-4797609
(State of incorporation)		(I.R.S. Employer Identification No.)

East Room 902, Building 3 East, Saige Sci-Tech. Park

Futian District, Shenzhen, Guangdong

Province, China, 518000

(Address of principal executive offices)

(86) 13723419533

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

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

	Large accelerated filer [ ]	Accelerated filer [ ]

	Non-accelerated filer [ ]	Smaller reporting company [X]
	(Do not check if a smaller reporting company)

		Emerging growth company [X]

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act [ ]

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

As of May 13, 2019, there were 3,625,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

HUALE ACOUSTICS CORPORATION

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1

ITEM 1.	CONDENSED FINANCIAL STATEMENTS AND NOTES	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11

ITEM 4.	CONTROLS AND PROCEDURES	11

PART II. OTHER INFORMATION		12

ITEM 1.	LEGAL PROCEEDINGS	12

ITEM 1A.	RISK FACTORS	12

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12

ITEM 4.	MINE SAFETY DISCLOSURES	12

ITEM 5.	OTHER INFORMATION	12

ITEM 6.	EXHIBITS	13

EXPLANATORY NOTES

On May 7, 2019, Huale Acoustics Corporation, a Nevada corporation (the “Company”), completed a redomicile merger to reorganize itself as a Cayman Islands company. Pursuant to the agreement and plan of merger dated as of April 3, 2019 (the “Merger Agreement”), the Company has merged with and into Huale Acoustics Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company (“HAL Cayman”), with HAL Cayman as the surviving company. Each issued and outstanding share of the Common Stock of the Company was converted into one ordinary share of HAL Cayman. The redomicile merger is reported in a Form 8-K filed with the United States Securities and Exchange Commission on May 13, 2019.

The Company has been redomiciled to the Cayman Islands and is no longer a Nevada corporation. However, the Company was a domestic company on March 31, 2019, and did not technically become a Cayman Islands company until May 7, 2019. Therefore, the Company is filing this Form 10-Q to comply with the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”). At this time the Company is a Cayman Islands company and qualifies as a “Foreign Private Issuer.” As a Foreign Private Issuer, the Company will file periodic reports in the future under cover of Form 6-K and its Annual Report will be filed on Form 20-F. This quarterly report has been reviewed by the Company’s external auditors, and such review will not be required in the future since the Company is now a “Foreign Private Issuer”.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

HUALE ACOUSTICS CORPORATION

Balance Sheets

	March 31, 2019			December 31, 2018
	(Unaudited)			(Audited)
ASSETS
Current assets
Prepaid expenses		9,000			12,000
Total current assets		9,000			12,000

Total assets	$	9,000		$	12,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts Payable		2,500			20,000
Notes payable to related party		79,273			51,324
Total current liabilities		81,773			71,324

Total liabilities		81,773			71,324

Stockholders’ deficit
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 0 shares issued, issuable and outstanding at March 31, 2019 and December 31, 2018, respectively		-			-
Common stock, $0.001 par value, 700,000,000 shares authorized, 3,625,000 shares issued, issuable and outstanding at March 31, 2019 and December 31, 2018 , respectively		3,625			3,625
Additional paid-in capital		100,353			100,353
Accumulated deficit		(176,751	)		(163,302	)
Total stockholders’ deficit		(72,773	)		(59,324	)

Total liabilities and stockholders’ deficit	$	9,000			12,000

HUALE ACOUSTICS CORPORATION

Statements of Operations

For the Three Months Ended March 31, 2019 and 2018

(unaudited)

	Three months Ended March 31
	2019			2018

REVENUES	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-

OPERATING EXPENSES
General and administrative expenses		13,449			10,474
TOTAL OPERATING EXPENSES		13,449			10,474

Other income (expense):
Interest expense		-			-
Total other income (expense)		-			-
Net loss from operations		(13,449	)		(10,474	)

Net income (loss)	$	(13,449	)	$	(10,474	)

Net Loss per share, basic and diluted From operations	$	(0.00	)	$	(0.01	)

Weighted Average Number of shares outstanding		3,625,000			3,625,000

HUALE ACOUSTICS CORPORATION

Statements of Cash Flows

For the Three Months Ended March 31, 2019 and 2018

(unaudited)

	Three months Ended March 31,
	2019			2018
Cash flows from operating activities:
Net loss from operations	$	(13,449	)	$	(10,474	)
Prepaid expenses		3,000			3,125
Changes in assets and Liabilities		(17,500	)		-
Net cash used in operating activities - operations		(27,949	)		(7,349	)

Net cash used in operating activities		(27,949	)		(7,349	)

Cash flows from financing activities - operations:
Proceeds from note payable - related party		27,949			7,349

Net cash provided by financing activities		27,949			7,349

Net increase (decrease) in cash		-			-

Cash at beginning of period		-			-

Cash at end of period	$	-		$	-

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Huale Acoustics Corporation (“the Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on October 17, 2014 under the name “lllumitry Corp.” and maintains its principal executive offices at East Room 902, Building 3 East, Saige Sci-Tech. Park, Futian District, Shenzhen, Guangdong Province, China. The Company was formed to commence operations in the field of embroidery on fabric in Armenia.

The Company filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2015, which was declared effective on October 6, 2015. In October 2017, subsequent to a change of control, the Company’s name was changed to Huale Acoustics Corporation and management of the Company abandoned its business plan and determined to seek a possible business combination. The current business purpose of the Company is to seek the acquisition of, or merger with, an existing company.

On December 21, 2018, the Company’s Board of Directors unanimously adopted resolutions approving the redomicile of the Company from Nevada to the Cayman Islands. The Company changed its domicile, effective May 7, 2019, by merging into its wholly-owned Cayman Islands subsidiary, Huale Acoustics Limited (the “Redomicile Merger”). As a result of the Redomicile Merger, the Company’s name was changed to Huale Acoustics Limited, each outstanding share of Common Stock was exchanged for one ordinary share and we became governed by our Amended and Restated Memorandum and Articles of Association and by the Companies Law (2018 Revision) of the Cayman Islands.

On March 19, 2019, the Company entered into a Memorandum of Understanding with the shareholders of HUALE GROUP CO., LIMITED (“HGL”), a company incorporated in 2016 under the laws of the Seychelles. The Company and HGL are collectively referred to as the “Parties.” The Parties expressed their intent to enter into a Definitive Share Exchange Agreement under which the shareholders of HGL will exchange all of the shares that they own in HGL for no less than 90% of the Company’s equity. HGL intends to build a situational platform that will spread a health, quality and elegance lifestyle in China by providing the public with a close-up experience of the world’s top home audio, video, and other international high-end home products. A definitive agreement has not been entered into, and although it is likely, there can be no assurance that the transaction with HGL will be completed.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues and incurred losses as of March 31, 2019. The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Due to these factors, there is substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 3 – BASIS OF PRESENTATION

The accompanying unaudited financial statements of Huale Acoustics Corporation have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended March 31, 2019 shown in this report are not necessarily indicative of results. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended December 31, 2018 filed on March 29, 2019 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Use of Estimates

The timely preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents of $0 and $0 as of March 31, 2019 and December 31, 2018, respectively.

Income Taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of March 31, 2019, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605 “Revenue Recognition” The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. The carrying value of the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Stock-Based Compensation

The Company records stock-based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

Net Loss Per Share

The Company follows ASC 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There were no potentially dilutive debt or equity instruments issued or outstanding as of March 31, 2019.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company had notes payable amounting $79,273 and $51,324 due to Mr. Zhicheng Huang, the Company’s current Chief Executive Officer and controlling shareholder at March 31, 2019 and December 31, 2018 respectively.

These notes payable were unsecured, non-interest bearing and due on demand. The imputed interest on these notes was deemed immaterial.

NOTE 5 – FIXED ASSETS

The Company had no fixed assets as of March 31, 2019 and December 31, 2018.

NOTE 6 – NOTES PAYABLE

These notes payable were unsecured, non-interest bearing and due on demand.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company has 700,000,000, $0.001 par value shares of common stock authorized and preferred stock, $0.001 par value, 100,000,000 shares authorized.

There were 3,625,000 shares of common stock issued and outstanding as at December 31, 2018 and March 31, 2019.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

NOTE 9 – SUBSEQUENT EVENTS

The Company changed its domicile, effective May 7, 2019, by merging into its wholly-owned Cayman Islands subsidiary, Huale Acoustics Limited (the “Redomicile Merger”). As a result of the Redomicile Merger, the Company’s name was changed to Huale Acoustics Limited, each outstanding share of Common Stock was exchanged for one ordinary share and we became governed by our Amended and Restated Memorandum and Articles of Association and by the Companies Law (2018 Revision) of the Cayman Islands.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Overview

On June 4, 2018, the Board of Director appointed Mr. Zhicheng Huang as the new Chief Executive Officer, President, Secretary, Treasurer and Chairman of Board of Directors of the Company.

On September 10, 2018, Mr. Zhicheng Huang acquired 2,250,000 shares of Common Stock from Ms. Dantong Xu, a shareholder of the Issuer for the aggregate amount of $2,250, or $0.001 per share, the par value of the Common Stock.

On December 21, 2018, our Board of Directors unanimously adopted resolutions approving the redomicile of the Company from Nevada to the Cayman Islands. The Company changed its domicile, effective May 7, 2019, by merging into its wholly-owned Cayman Islands subsidiary, Huale Acoustics Limited (the “Redomicile Merger”). As a result of the Redomicile Merger, the Company’s name was changed to Huale Acoustics Limited, each outstanding share of Common Stock was exchanged for one ordinary share and we became governed by our Amended and Restated Memorandum and Articles of Association and by the Companies Law (2018 Revision) of the Cayman.

Employees

We presently have no employees apart from our management. Our management is engaged in outside business activities and anticipates that they will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Financial Condition – Going Concern

We did not generate any revenues for the three months ended March 31, 2019 and had recurring net losses for operations for the three months ended March 31, 2019 of $13,499. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company was not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

RESULTS OF OPERATIONS

Comparison of the three months ended March 31, 2019 and March 31, 2018.

Revenues . We did not generate any revenues from operations during the three months ended March 31, 2019 or March 31, 2018.

Cost of Revenues . The Company’s cost of revenue was $0 for the three months ended March 31, 2019 and March 31, 2018.

Operating Expenses . Operating expenses for the three months ended March 31, 2019 and 2018 were $13,499 and $10,474, respectively. General and administrative expenses consisted primarily of consulting fees, management fees, and preparing reports and SEC filings relating to being a public company.

Net Loss . Net loss for operations for the three months ended March 31, 2019, was $13,499, compared with net loss of $10,474 for the three months ended March 31, 2018. The increase in net loss is primarily due to an increase in general and administrative expenses.

Liquidity and Capital Resources

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. For these reasons our auditors stated in their report on our audited financial statements for the year ended December 31, 2018 that they have substantial doubt we will be able to continue as a going concern.

As of March 31, 2019, the Company had $0 in cash. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $50,000 in expenses during the next twelve months of operations. We expect that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees.

We have not paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

The success of our business strategy is dependent upon the availability of additional capital resources on terms satisfactory to management. Our sources of capital in the past have included the sale of equity securities, which include Common Stock sold in private transactions, and loans from executive officers and other third parties. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below, specifically loans from related parties, are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

Net Cash Used In Operating Activities

During the three months ended March 30, 2019, net cash of $27,949 was used in operating activities for operations compared with $7,349 for the same period ended March 31, 2018. Net cash used by operating activities for operations was related to general and administrative expenses.

Net Cash Used in Investing Activities

During the three months ended March 31, 2019 the Company generated $0 cash from the investing activities of its operations compared to $0 for the same period ended March 31, 2018.

Net Cash Provided By Financing Activities

During the three months ended March 31, 2019, the Company had cash from financing activities from operations of $27,949 consisting of notes from related parties. During the three months ended March 31, 2018, the Company had cash from financing activities for operations of $7,349.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions. See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 3, “Summary of Significant Accounting Policies” in our audited financial statements for the year ended December 31, 2018, included in our Annual Report on Form 10-K as filed on March 29, 2019, for a discussion of our critical accounting policies and estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2019, due to the following deficiencies which represent a material weakness:

	1.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;

	2.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;

	3.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures upon the acquisition of an operating business:

	●	The Company will add a sufficient number of independent directors to the board and appoint an Audit Committee.

	●	The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

	●	The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

	●	Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt and the results of its operations. There can be no assurance that the Company will be able to secure the necessary funds. Please refer to our Annual Report on Form 10-K as filed with the SEC on March 29, 2019 for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control Over Financial Reporting

There are no changes in our internal controls over financial reporting other than as described elsewhere herein.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

Changes in Registrant’s Certifying Accountants

On June 13, 2018, the company dismissed Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah as its independent registered accounting firm and engaged PAN-CHINA SINGAPORE PAC (PCCPA), as its new independent registered accounting firm.

ITEM 6. EXHIBITS

Exhibit No.		Description
3.1		Articles of Incorporation dated October 17, 2014 (incorporated by reference to our Form S-1 Registration Statement, Exhibit 3.1, filed with the Securities and Exchange Commission on March 18, 2014)

3.2		Bylaws (incorporated by reference to our Form S-1 Registration Statement, Exhibit 3.2, filed with the Securities and Exchange Commission on March 18, 2014)

3.3		Huale Acoustics Limited Memorandum and Articles of Association (incorporated by reference to our Currrent Report on Form 8-K, Exhibit 3.1, filed with the Securities and Exchange Commission on May 13, 2019)

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

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 **

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HUALE ACOUSTICS CORPORATION

Dated: May 14, 2019
		/s/ Zhicheng Huang
		Zhicheng Huang
	Title:	President, CEO, CFO, Treasurer, Secretary, Director