10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED September 30, 2017
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
	FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission File Number: 000-55708

HAHA Generation Corp.

(Exact name of registrant as specified in its charter)

Nevada	32-0442871
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6F., No.364, Sec. 5, Zhongxiao E. Road, Xinyi District

Taipei City, 11060, Taiwan (Republic of China)

(Address of principal executive offices, Zip Code)

011-886-2-87860577

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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
		Emerging growth company	x

If an emerging growth company, indicate by check mark 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 ¨

The number of shares of registrant’s common stock outstanding, as of November 8, 2017 is 1,498,280.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4.	Controls and Procedures		12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	Mine Safety Disclosures		13
Item 5.	Other Information		13
Item 6.	Exhibits		14
SIGNATURES			15

 

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

FINANCIAL STATEMENT SCHEDULES

Financial Statements:
Balance Sheets	4
Statements of Operations	5
Statements of Cash Flows	6
Notes to Financial Statements	7

3

HAHA GENERATION CORP.
BALANCE SHEETS
	September 30,			December 31,
	2017			2016
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	168,076		$	50,150
Other receivable		-			1,010
Prepaid expense		13,616			1,125
Total current assets		181,692			52,285
Total Assets	$	181,692		$	52,285
Liabilities and Stockholders' Equity
Current Liabilities
Accrued expense and other liabilities		3,000			2,000
Due to shareholders		3,307			3,317
Total current liabilities		6,307			5,317
Noncurrent Liabilities
Convertible notes payable – related parties		271,960			-
Accrued interest - related parties		75			-
Total liabilities		278,342			5,317
Stockholders' Equity
Common stock, $0.1 par value; 25,000,000 shares authorized, 1,498,280 shares issued and outstanding		149,828			149,828
Additional paid-in capital		163,171			163,171
Accumulated deficit		(409,649	)		(266,031	)
Total stockholders' equity		(96,650	)		46,968
Total Liabilities and Stockholders' Equity	$	181,692		$	52,285

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

4

HAHA GENERATION CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
	For the Three Months Ended						For the Nine Months Ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Net revenue	$	-		$	-		$	-		$	-
General and administrative expenses		67,550			14,950			143,566			51,773
Loss from operations		(67,550	)		(14,950	)		(143,566	)		(51,773	)
Other income (expenses)
Interest income		-			23			23			23
Interest expense		(75	)		-			(75	)		-
Total other income(expenses)		(75	)		23			(52	)		23
Loss before income taxes		(67,625	)		(14,927	)		(143,618	)		(51,750	)
Provision for income taxes		-			-			-			-
Net loss	$	(67,625	)	$	(14,927	)	$	(143,618	)	$	(51,750	)
Net loss per share
Basic and diluted	$	(0.05	)	$	(0.01	)	$	(0.10	)	$	(0.04	)
Weighted Average Shares Outstanding:
Basic and diluted		1,498,280			1,498,280			1,498,280			1,302,568

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

5

HAHA GENERATION CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the Nine Months Ended
	September 30, 2017			September 30, 2016
Cash Flows from Operating Activities
Net loss	$	(143,618	)	$	(51,750	)
Changes in assets and liabilities:
Decrease (Increase) in other receivable		1,010			-
Decrease (Increase) in prepaid expenses		(12,491	)		(4,950	)
Increase (Decrease) in accrued expenses		1,075			7,500
Increase (Decrease) in due to shareholders		(10	)		-
Net cash used in operating activities		(154,034	)		(49,200	)
Cash Flows from Financing Activities
Proceeds from convertible note issued to related parties		271,960			-
Proceeds from issuance of common stock		-			111,718
Net cash provided by financing activities		271,960			111,718
Net increase (decrease) in cash and cash equivalents		117,926			62,518
Cash and Cash Equivalents
Beginning		50,150			3,369
Ending	$	168,076		$	65,887
Supplemental Disclosure of Cash Flows
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

6

HAHA GENERATION CORP.

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2017

(UNAUDITED)

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited financial statements, footnote disclosures, and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Organization

HAHA Generation Corp., a company in the developmental stage (the “Company”), was incorporated on June 10, 2014 in the State of Nevada. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company‘s business plan is to distribute fabrics that were made out of silicon crystals.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the period ended September 30, 2017, the Company had limited operations. As of September 30, 2017, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Hsuan-Hsien Liao, major shareholder and our former officer and director, which commitment is for 12 months, and all amounts lent by Ms. Hsuan-Hsien Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 12 month period after the date of that commitment, which date was March 31, 2017. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $409,649 and $266,031 as of September 30, 2017 and December 31, 2016, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

7

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. The Company plans to seek additional funds through private placements of its equity securities and/or capital contributions and loans from officer and director. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might occur from this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, 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 from those estimates.

Classification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At September 30, 2017 and December 31, 2016, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

8

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Subsequent events

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of September 30, 2017 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

NOTE 2. DUE TO SHAREHOLDERS

The Company has advanced funds from its shareholder for working capital purposes. As of September 30, 2017 and December 31, 2016, there were $3,307 and $3,317 advances outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the shareholder.

NOTE 3. CONVERTIBLE NOTES PAYABLE-RELATED PARTIES

1% Unsecured Convertible Promissory Notes dated September 8, 2017

On September 8, 2017, the Company sold $271,960 in aggregate principal amount of convertible promissory note (the “Convertible Notes”) to Shiny City Co., Ltd. (the “Shiny City”), a Taiwanese company owned by one of major shareholders of the Company. The Convertible Notes will mature on September 7, 2020 with accrued interest at 1% per annum due upon maturity. As of September 30, 2017, the accrued interest in connection with this Convertible Notes was $75.

Upon the closing of a Qualified Financing, defined as the issuance of equity securities to investors on or before the date of the repayment in full of this Convertible Notes in any equity financing resulting in gross proceeds of at least $1,000,000 (including the conversion of Convertible Notes and other debt), the outstanding principal and accrued interest of the Convertible Notes shall be automatically converted in whole without any further action by Shiny City into common stock shares of the Company at a conversion price at $1.00 per share.

9

In accordance with ASC 470-20, the Company recognized none of intrinsic value of embedded beneficial conversion feature present in the Convertible Notes as of September 30, 2017.

NOTE 4. INCOME TAXES

As of September 30, 2017, the Company had net operating loss carry forwards of approximately $409,649 that may be available to reduce future years’ taxable income through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for federal income tax consists of the following for the nine months ended September 30:

	Nine months ended September 30, 2017			Nine months ended September 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	48,830		$	17,595
Less: valuation allowance		(48,830	)		(17,595	)
Net provision for Federal income taxes	$	-		$	-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount as of September 30, 2017 and December 31, 2016 is as follows:

	September 30, 2017			December 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$	139,280		$	90,450
Less: valuation allowance		(139,280	)		(90,450	)
Net deferred tax asset	$	-		$	0

The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate for the nine months ended September 30, 2017 and 2016 are analyzed below:

	Nine months ended September 30, 2017			Nine months ended September 30, 2016
Statutory tax benefit		(34	)%		(34	)%
Permanent items		-			-
Change in deferred tax asset valuation allowance		34	%		34	%
Provision for income taxes		-	%		-	%

For the nine months ended September 30, 2017 and 2016, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

******

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The following discussion and analysis of the results of operations and financial condition of the Company are for the periods ended September 30, 2017 and 2016. Such discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Quarterly Report.

Business Overview

HAHA Generation Corp., a company in the developmental stage (the “Company”), was incorporated on June 10, 2014 in the State of Nevada. The Company is considered a shell company and has conducted limited business operations and had no revenues from operations since its inception. The Company’s business plan was to distribute fabrics that were made out of silicon crystals. The Company now intends to acquire a business entity focusing on technology research business for electric vehicle motor technology in the energy saving sector.

Results of Operations

Comparison of Three and Nine Months Ended September 30, 2017 and 2016

We did not generate any revenue for the three and nine months ended September 30, 2017 and 2016. We have had limited business operations since incorporation.

General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses were $67,550 and $143,566 for the three and nine months ended September 30, 2017, respectively, as compared to $14,950 and $51,773 for the three and nine months ended September 30, 2016, respectively. The increase in those expenses was primarily attributable to the increase in legal, accounting, and professional service fees.

Our net loss was $67,625 and $143,618 for the three and nine months ended September 30, 2017, as compared to $14,927 and $51,750 for the three and nine months ended September 30, 2016, respectively. The increase in net loss was a result of the increase in general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2017, we had working capital of $175,385 as compared to working capital of $46,968 as of December 31, 2016. Cash and cash equivalents were $168,076 at September 30, 2017.

Net cash used in operating activities was $154,034 during the nine months ended September 30, 2017, as compared to $49,200 for the nine months ended September 30, 2016, representing an increase of $104,834. The increase in net cash used in operating activities for the nine months ended September 30, 2017 was primarily due to the increase in net loss.

Net cash provided by financing activities amounted to $271,960 for the nine months ended September 30, 2017, compared to $111,718 cash provided during the nine months ended September 30, 2016, representing an increase of $160,242. The increase in net cash provided by financing activities for the nine months ended September 30, 2017 was mainly resulting from the sale of convertible promissory note in aggregate principal amount of $271,960 to a related party.

Net change in cash and cash equivalents was an increase of $117,926 for the nine months ended September 30, 2017, compared to an increase of $62,518 for the nine months ended September 30, 2016.

 

11

Critical Accounting Policies

Basis of Accounting and Presentation 

The financial statements of the Company as of September 30, 2017 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the period ended September 30, 2017, the Company had limited operations. As of September 30, 2017, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Hsuan-Hsien Liao, our major shareholder and our former officer and director, which commitment is for 12 months, and all amounts lent by Ms. Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 12 month period after the date of that commitment, which date was March 31, 2017. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $409,649 and $266,031 as of September 30, 2017 and December 31, 2016, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company and therefore is not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures 

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of September 30, 2017 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

12

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

There are no actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We are a smaller reporting company and therefore is not required to provide the information required by 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.

None.

 

13

Item 6. Exhibits.

Exhibit Number	Description
31.1	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification 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.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

__________

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

 

14

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.

	HAHA Generation Corp.
Date: November 8, 2017	By:	/s/ Fang-Ying Liao
		Fang-Ying Liao
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

15

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Fang-Ying Liao, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of HAHA Generation Corp. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 8, 2017

/s/ Fang-Ying Liao

Fang-Ying Liao

Principal Executive Officer and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of HAHA Generation Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company hereby certifies, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, to such officer’s knowledge that:

(i)	the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (subject to the Company’s position prevailing in regard to the remaining unresolved SEC comment, as more fully described in the Report); and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

November 8, 2017

/s/ Fang-Ying Liao

Principal Executive Officer and Principal Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 08, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	HAHA GENERATION CORP.
Entity Central Index Key	0001655008
Trading Symbol	haha
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,498,280
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

XML

BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 168,076	$ 50,150
Other receivable		1,010
Prepaid expense	13,616	1,125
Total current assets	181,692	52,285
Total Assets	181,692	52,285
Current Liabilities
Accrued expense and other liabilities	3,000	2,000
Due to shareholders	3,307	3,317
Total current liabilities	6,307	5,317
Noncurrent Liabilities
Convertible notes payable - related parties	271,960
Accrued interest - related parties	75
Total liabilities	278,342	5,317
Stockholders' Equity
Common stock, $0.1 par value; 25,000,000 shares authorized, 1,498,280 shares issued and outstanding	149,828	149,828
Additional paid-in capital	163,171	163,171
Accumulated deficit	(409,649)	(266,031)
Total stockholders' equity	(96,650)	46,968
Total Liabilities and Stockholders' Equity	$ 181,692	$ 52,285

XML

BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.1	$ 0.1
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	1,498,280	1,498,280
Common stock, shares outstanding	1,498,280	1,498,280

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STATEMENT OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net revenue	$ 0	$ 0	$ 0	$ 0
General and administrative expenses	67,550	14,950	143,566	51,773
Loss from operations	(67,550)	(14,950)	(143,566)	(51,773)
Other income (expenses)
Interest income		23	23	23
Interest expense	(75)		(75)
Total other income (expenses)	(75)	23	(52)	23
Loss before income taxes	(67,625)	(14,927)	(143,618)	(51,750)
Provision for income taxes	0	0	0	0
Net loss	$ (67,625)	$ (14,927)	$ (143,618)	$ (51,750)
Net loss per share
Basic and diluted (in dollars per share)	$ (0.05)	$ (0.01)	$ (0.10)	$ (0.04)
Weighted Average Shares Outstanding:
Basic and diluted (in shares)	1,498,280	1,498,280	1,498,280	1,302,568

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STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (143,618)	$ (51,750)
Changes in assets and liabilities:
Decrease (Increase) in other receivable	1,010
Decrease (Increase) in prepaid expenses	(12,491)	(4,950)
Increase (Decrease) in accrued expenses	1,075	7,500
Increase (Decrease) in due to shareholders	(10)
Net cash used in operating activities	(154,034)	(49,200)
Cash Flows from Financing Activities
Proceeds from convertible note issued to related parties	271,960
Proceeds from issuance of common stock		111,718
Net cash provided by financing activities	271,960	111,718
Net increase (decrease) in cash and cash equivalents	117,926	62,518
Cash and Cash Equivalents
Beginning	50,150	3,369
Ending	168,076	65,887
Cash paid during the year for:
Interest	0	0
Income taxes	$ 0	$ 0

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited financial statements, footnote disclosures, and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Organization

HAHA Generation Corp., a company in the developmental stage (the “Company”), was incorporated on June 10, 2014 in the State of Nevada. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company‘s business plan is to distribute fabrics that were made out of silicon crystals.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the period ended September 30, 2017, the Company had limited operations. As of September 30, 2017, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Hsuan-Hsien Liao, major shareholder and our former officer and director, which commitment is for 12 months, and all amounts lent by Ms. Hsuan-Hsien Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 12 month period after the date of that commitment, which date was March 31, 2017. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $409,649 and $266,031 as of September 30, 2017 and December 31, 2016, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. The Company plans to seek additional funds through private placements of its equity securities and/or capital contributions and loans from officer and director. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might occur from this uncertainty.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, 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 from those estimates.

Classification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At September 30, 2017 and December 31, 2016, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Subsequent events

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of September 30, 2017 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

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DUE TO SHAREHOLDERS

9 Months Ended

Sep. 30, 2017

Due to Related Parties, Current [Abstract]

DUE TO SHAREHOLDERS

NOTE 2. DUE TO SHAREHOLDERS

The Company has advanced funds from its shareholder for working capital purposes. As of September 30, 2017 and December 31, 2016, there were $3,307 and $3,317 advances outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the shareholder.

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CONVERTIBLE NOTES PAYABLE-RELATED PARTIES

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE-RELATED PARTIES

NOTE 3. CONVERTIBLE NOTES PAYABLE-RELATED PARTIES

1% Unsecured Convertible Promissory Notes dated September 8, 2017

On September 8, 2017, the Company sold $271,960 in aggregate principal amount of convertible promissory note (the “Convertible Notes”) to Shiny City Co., Ltd. (the “Shiny City”), a Taiwanese company owned by one of major shareholders of the Company. The Convertible Notes will mature on September 7, 2020 with accrued interest at 1% per annum due upon maturity. As of September 30, 2017, the accrued interest in connection with this Convertible Notes was $75.

Upon the closing of a Qualified Financing, defined as the issuance of equity securities to investors on or before the date of the repayment in full of this Convertible Notes in any equity financing resulting in gross proceeds of at least $1,000,000 (including the conversion of Convertible Notes and other debt), the outstanding principal and accrued interest of the Convertible Notes shall be automatically converted in whole without any further action by Shiny City into common stock shares of the Company at a conversion price at $1.00 per share.

In accordance with ASC 470-20, the Company recognized none of intrinsic value of embedded beneficial conversion feature present in the Convertible Notes as of September 30, 2017.

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INCOME TAXES

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income taxes

NOTE 4. INCOME TAXES

As of September 30, 2017, the Company had net operating loss carry forwards of approximately $409,649 that may be available to reduce future years’ taxable income through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for federal income tax consists of the following for the nine months ended September 30:

	Nine months ended September 30, 2017			Nine months ended September 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	48,830		$	17,595
Less: valuation allowance		(48,830	)		(17,595	)
Net provision for Federal income taxes	$	-		$	-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount as of September 30, 2017 and December 31, 2016 is as follows:

	September 30, 2017			December 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$	139,280		$	90,450
Less: valuation allowance		(139,280	)		(90,450	)
Net deferred tax asset	$	-		$	0

The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate for the nine months ended September 30, 2017 and 2016 are analyzed below:

	Nine months ended September 30, 2017			Nine months ended September 30, 2016
Statutory tax benefit		(34	)%		(34	)%
Permanent items		-			-
Change in deferred tax asset valuation allowance		34	%		34	%
Provision for income taxes		-	%		-	%

For the nine months ended September 30, 2017 and 2016, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited financial statements, footnote disclosures, and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Organization

Organization

HAHA Generation Corp., a company in the developmental stage (the “Company”), was incorporated on June 10, 2014 in the State of Nevada. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company‘s business plan is to distribute fabrics that were made out of silicon crystals.

Going Concern

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the period ended September 30, 2017, the Company had limited operations. As of September 30, 2017, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Hsuan-Hsien Liao, major shareholder and our former officer and director, which commitment is for 12 months, and all amounts lent by Ms. Hsuan-Hsien Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 12 month period after the date of that commitment, which date was March 31, 2017. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $409,649 and $266,031 as of September 30, 2017 and December 31, 2016, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. The Company plans to seek additional funds through private placements of its equity securities and/or capital contributions and loans from officer and director. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might occur from this uncertainty.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, 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 from those estimates.

Classification

Classification

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Beneficial Conversion Feature

Beneficial Conversion Feature

From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Net Income (loss) per Share

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At September 30, 2017 and December 31, 2016, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Income taxes

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Subsequent events

Subsequent events

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of September 30, 2017 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Schedule of provision for Federal income tax

	Nine months ended September 30, 2017			Nine months ended September 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	48,830		$	17,595
Less: valuation allowance		(48,830	)		(17,595	)
Net provision for Federal income taxes	$	-		$	-

Schedule of cumulative tax effect at net deferred tax

	September 30, 2017			December 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$	139,280		$	90,450
Less: valuation allowance		(139,280	)		(90,450	)
Net deferred tax asset	$	-		$	0

Schedule of provision for income taxes on loss before taxes

	Nine months ended September 30, 2017			Nine months ended September 30, 2016
Statutory tax benefit		(34	)%		(34	)%
Permanent items		-			-
Change in deferred tax asset valuation allowance		34	%		34	%
Provision for income taxes		-	%		-	%

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Detail Textuals) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Nature of operations and Summary of Accounting Policies [Line Items]
Accumulated deficit	$ (409,649)	$ (266,031)
Hsuan-Hsien Liao
Nature of operations and Summary of Accounting Policies [Line Items]
Additional funding from loan commitment	$ 100,000
Period for loan commitment	12 months

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DUE TO SHAREHOLDERS (Detail Textuals) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Due to Related Parties, Current [Abstract]
Due to shareholders	$ 3,307	$ 3,317
Percentage of outstanding balances interest rate	0.00%

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CONVERTIBLE NOTES PAYABLE-RELATED PARTIES (Detail Textuals) - USD ($)		9 Months Ended
	Sep. 08, 2017	Sep. 30, 2017
Debt Instrument [Line Items]
Convertible notes payable - related parties		$ 271,960
Percentage of accrued interest per annum (in percent)		0.00%
Accrued interest - related parties		$ 75
Unsecured Convertible Promissory Notes | Shiny City
Debt Instrument [Line Items]
Convertible notes payable - related parties	$ 271,960
Percentage of accrued interest per annum (in percent)	1.00%
Convertible notes, maturity date	Sep. 07, 2020
Accrued interest - related parties		75
Gross proceeds from convertible notes		$ 1,000,000
Conversion price of notes converted into common stock (in dollars per share)		$ 1.00

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INCOME TAXES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Federal income tax benefit attributable to:
Current Operations			$ 48,830	$ 17,595
Less: valuation allowance			(48,830)	(17,595)
Net provision for Federal income taxes	$ 0	$ 0	$ 0	$ 0

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INCOME TAXES (Details 1) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$ 139,280	$ 90,450
Less: valuation allowance	(139,280)	(90,450)
Net deferred tax asset	$ 0	$ 0

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INCOME TAXES (Details 2)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Statutory tax benefit	(34.00%)	(34.00%)
Permanent items	0.00%	0.00%
Change in deferred tax asset valuation allowance	34.00%	34.00%
Provision for income taxes	0.00%	0.00%

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INCOME TAXES (Detail Textuals) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 409,649
Expected rate of cumulative tax effect	34.00%	34.00%