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, 2019
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, Taiwan (Republic of China)	11060
(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)

Securities registered pursuant to Section 12(b) of the Act: None.

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 o

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

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	¨	Accelerated filer	o
Non-accelerated filer	¨	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. o

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

The number of shares of registrant’s common stock outstanding, as of October 31, 2019 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	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

2

PART I - FINANCIAL INFORMATION  

Item 1. Financial Statements 

FINANCIAL STATEMENT SCHEDULES

Financial Statements:
Balance Sheets		4
Statements of Operations		5
Statements of Changes in Stockholders’ Equity (Deficit)		6
Statements of Cash Flows		7
Notes to Financial Statements	8

3

  

HAHA GENERATION CORP.

BALANCE SHEETS

	September 30,			December 31,
	2019			2018
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	7,465		$	33,117
Prepaid expenses		10,199			1,124
Total current assets		17,664			34,241
Total Assets	$	17,664		$	34,241
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accrued expense and other liabilities		14,000			38,000
Due to related parties		3,697			3,697
Total current liabilities		17,697			41,697
Noncurrent Liabilities
Convertible notes payable – related parties		-			271,960
Accrued interest - related parties		-			3,569
Total Liabilities		17,697			317,226
Stockholders’ Equity (Deficit)
Preferred stock, $0.001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 278,368,460 shares and 1,498,280 shares issued and outstanding, respectively		278,368			1,498
Additional paid-in capital		311,501			311,501
Accumulated deficit		(589,902	)		(595,984	)
Total Stockholders’ Equity (Deficit)		(33	)		(282,985	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	17,664		$	34,241

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

4

HAHA GENERATION CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2019			2018			2019			2018
Net revenue	$	-		$	-		$	-		$	-
General and administrative expenses		52,655			97,985			9,636			32,095
Loss from operations		(52,655	)		(97,985	)		(9,636	)		(32,095	)
Other income (expense)
Interest income		78			174			-			-
Interest expense – related parties		(1,341	)		(2,012	)		-			(671	)
Gain on forgiveness of debt		60,000			-			-			-
Total other income(expense)		58,737			(1,838	)		-			(671	)
Income (loss) before income taxes		6,082			(99,823	)		(9,636	)		(32,766	)
Provision for income taxes		-			-			-			-
Net income (loss)	$	6,082		$	(99,823	)	$	(9,636	)	$	(32,766	)
Net income (loss) per share
Basic and diluted	$	0.00		$	(0.07	)	$	(0.00	)	$	(0.02	)
Weighted Average Shares Outstanding:
Basic and diluted		70,462,281			1,498,280			206,141,457			1,498,280

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

5

HAHA GENERATION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2017		1,498,280	$	1,498	$	311,501	$	(454,944	)	$	(141,945	)
Net loss		-		-		-		(33,181	)		(33,181	)
Balance at March 31, 2018		1,498,280	$	1,498	$	311,501	$	(488,125	)	$	(175,126	)
Net loss		-		-		-		(33,876	)		(33,876	)
Balance at June 30, 2018		1,498,280	$	1,498	$	311,501	$	(522,001	)	$	(209,002	)
Net loss		-		-		-		(32,766	)		(32,766	)
Balance at September 30, 2018		1,498,280	$	1,498	$	311,501	$	(554,767	)	$	(241,768	)

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2018		1,498,280	$	1,498	$	311,501	$	(595,984	)	$	(282,985	)
Net loss		-		-		-		(32,790	)		(32,790	)
Balance at March 31, 2019		1,498,280	$	1,498	$	311,501	$	(628,774	)	$	(315,775	)
Net income		-		-		-		48,508			48,508
Balance at June 30, 2019		1,498,280	$	1,498	$	311,501	$	(580,266	)	$	(267,267	)
Common stock issued to related parties through debt conversion		276,870,180		276,870		-		-			276,870
Net loss		-		-		-		(9,636	)		(9,636	)
Balance at September 30, 2019		278,368,460	$	278,368	$	311,501	$	(589,902	)	$	(33	)

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

6

HAHA GENERATION CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	2019			2018
Cash Flows from Operating Activities
Net income (loss)	$	6,082		$	(99,823	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on forgiveness of debt		(60,000	)		-
Changes in assets and liabilities:
Decrease (Increase) in prepaid expenses		(9,075	)		(7,324	)
Increase (Decrease) in accrued expenses		36,000			22,665
Increase (Decrease) in due to related parties		-			390
Increase (Decrease) in accrued interest - related parties		1,341			2,012
Net cash used in operating activities		(25,652	)		(82,080	)
Net decrease in cash and cash equivalents		(25,652	)		(82,080	)
Cash and Cash Equivalents
Beginning		33,117			130,631
Ending	$	7,465		$	48,551
Supplemental Disclosure of Cash Flows
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash financing and investing activities
Common shares issued to repay the Convertible Promissory Notes	$	276,870		$	-

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

7

HAHA GENERATION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS SEPTEMBER 30, 2019

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, 2018.

Organization

HAHA Generation Corp. (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 was to distribute fabrics that were made out of silicon crystals. The Company is in the process of evaluating potential business opportunities, although the Company cannot give any assurance that it will be able to acquire or commence profitable operations.

The Company’s fiscal year-end is December 31.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2019, the Company has not emerged from the development stage and had limited operations. 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 Fang-Ying Liao, our president and sole director, which commitment is for 24 months, and all amounts lent by Ms. Fang-Ying 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 24-month period after the date of that commitment, which date was April 1, 2018. 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 loss from operations of $52,655 for the nine months ended September 30, 2019, and had an accumulated deficit of $589,902 as of September 30, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

8

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.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in high quality credit institutions in Taiwan, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading, or speculative purposes. Concentration of credit risk with respect to accounts receivables is limited due to the wide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. The Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

9

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.

Fair Value Measurements

FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:

· Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

· Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

· Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, prepaid expenses, accrued expenses, and due to shareholders, approximate fair value due to their relatively short maturities.

10

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

During the three and nine months ended September 30, 2019 and 2018, the Company has not realized any revenues from operations.

Net Income (Loss) per Share

Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is computed by dividing net income (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, 2019 and December 31, 2018, 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 has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

11

NOTE 2. ACCRUED EXPENSES

Accrued expenses consist of the following:

	September 30,		December 31,
	2019		2018
	(Unaudited)
Accrued professional fees	$	14,000	$	38,000

On May 5, 2017, the Company and ACE Global Advisory, Inc., (the “Consultant”), a California corporation, entered into a consulting agreement (the “ACE Agreement”) expiring on December 31, 2018, pursuant to which the Company agreed to pay an aggregate amount of $250,000 to the Consultant. On April 22, 2019, the Consultant agreed to forgive the remaining balance of $60,000. The Company has recorded the gain on forgiveness of debt as other income in the Statements of Operations during the nine months ended September 30, 2019.

NOTE 3. DUE TO RELATED PARTIES

The Company has advanced funds from its shareholders for working capital purposes. As of September 30, 2019 and December 31, 2018, there were $3,697 advances outstanding. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the shareholders.

NOTE 4. 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 Promissory Notes”) to Shiny City Co., Ltd. (the “Shiny City”), a Taiwanese company owned by one of major shareholders of the Company. The Convertible Promissory Notes will mature on September 7, 2020 with accrued interest at 1% per annum due upon maturity.

On July 24, 2019, the Company and Shiny City entered into an addendum to the Convertible Promissory Notes, pursuant to which the Company agreed to issue 276,870,180 shares of common stock of the Company to Shiny City at a conversion price of $0.001 per share to repay the Convertible Promissory Notes in full, including the principal amount of $271,960 and accrued interest of $4,910 as of June 30, 2019. As of the date of this report, the Company is in the process of issuing such shares in book-entry at the Company’s transfer agent. 

NOTE 5. INCOME TAXES

The Company files income tax returns in the U.S. federal jurisdiction. The Company is not currently under examination by the Internal Revenue Service or any state income tax authorities. The 2015 through 2017 tax years remain subject to examination by the Internal Revenue Service.

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the Tax Act) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (the “Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The 21% Federal Tax Rate will apply to earnings reported for the full 2018 fiscal year. In addition, the Company must re-measure its net deferred tax assets and liabilities using the Federal Tax Rate that will apply when these amounts are expected to reverse. As of September 30, 2019 and December 31, 2018, the Company can determine a reasonable estimate for certain effects of tax reform and is recording that estimate as a provisional amount. The provisional remeasurement of the deferred tax assets and allowance valuation of deferred tax assets at December 31, 2018 resulted in a net effect of $0 discrete tax expenses (benefit).

As of September 30, 2019, the Company had net operating loss carry forwards of approximately $589,902 that may be available to reduce future years’ taxable income. 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.

12

The provision for federal income tax consists of the following:

	For the Nine Months Ended September 30,
	2019			2018
Federal income tax expenses (benefit) attributable to:
Current Operations	$	1,277		$	(20,963	)
Less: valuation allowance		(1,277	)		20,963
Net provision for Federal income taxes	$	-		$	-

The significant items comprising the Company’s net deferred tax amount as of September 30, 2019 and December 31, 2018 is as follows:

	September 30, 2019			December 31, 2018
Deferred tax asset attributable to:	(Unaudited)
Net operating loss carryover	$	123,879		$	125,156
Less: valuation allowance		(123,879	)		(125,156	)
Net deferred tax asset	$	-		$	-

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, 2019 and 2018 are analyzed below:

	For the Nine Months Ended September 30,
	2019			2018
Statutory tax benefit		(21	)%		(21	)%
Permanent items		-	%		-	%
Change in deferred tax asset valuation allowance		21	%		21	%
Provision for income taxes		-	%		-	%

For the nine months ended September 30, 2019 and 2018, 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.

13

NOTE 6. STOCKHOLDERS’ EQUITY (DEFICIT)

On June 20, 2016, the Company, pursuant to action by a Written Consent of Sole Director, filed a Certificate of Change with the Nevada Secretary of State to increase the authorized number of shares of the Company’s common stock to 25,000,000 and effectuate a forward stock split on a 5 for 1 basis (the “Certificate”). Pursuant to the Certificate, the authorized number of shares of the Company’s common stock is increased to 25,000,000, par value $0.1, and the Company issues 5 shares for every 1 share of the Company’s common stock that was issued and outstanding (the “Forward Stock Split”). No fractional shares will be issued in connection with the Forward Stock Split. All shares outstanding for all periods have been retroactively restated to reflect Company’s 1 to 5 forward stock split.

Effective on January 5, 2018, the Company amended its Articles of Incorporation to increase the number of common stock authorized from 25,000,000 to 1,000,000,000, and to change par value of common stock from $0.1 to $0.001, and to increase the number of preferred stock authorized from 0 to 20,000,000, par value of $0.001.

On July 24, 2019, the Company and Shiny City entered into an addendum to the Convertible Promissory Notes, pursuant to which the Company agreed to issue 276,870,180 shares of common stock to Shiny City at a conversion price of $0.001 per share to repay the Convertible Promissory Notes in full, including the principal amount of $271,960 and accrued interest of $4,910 as of June 30, 2019. As of the date of this report, the Company is in the process of issuing such shares in book-entry at the Company’s transfer agent.

NOTE 7. 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, 2019 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

******

14

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, 2019 and 2018. Such discussion and analysis should be read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this report.

Business Overview

HAHA Generation Corp. (the “Company”) was incorporated on June 10, 2014 in the State of Nevada. The Company is considered a shell company. It 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 is in the process of evaluating potential business opportunities, although the Company cannot give any assurance that it will be able to acquire or commence profitable operations.

Results of Operations

For the Three Months Ended September 30, 2019 and 2018

Net Revenues: We did not generate any revenue for the three months ended September 30, 2019 and 2018. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $9,636 for the three months ended September 30, 2019, as compared to $32,095 for the three months ended September 30, 2018, representing a decrease of $22,459 or (69.98)%%. Such decrease was mainly due to the termination of consultant service.

Loss from Operations: Loss from operations was $9,636 for the three months ended September 30, 2019, as compared to $32,095 for the three months ended September 30, 2018, representing a decrease of $22,459 or (69.98)%. Such decrease was primarily attributable to the decrease in general and administrative expenses.

Other Income (Expenses): Other income (expenses) was $0 for the three months ended September 30, 2019, as compared to $(671) for the three months ended September 30, 2018, representing a decrease of $671 or (100)%. Such decrease was mainly because we agreed to issue shares of common stock to Shiny City to repay the Convertible Promissory Notes in full, including the principal and accrued interest as of June 30, 2019. Therefore, no interests were accrued during the three months ended September 30, 2019.

Net Loss: As a result of the above factors, our net loss was $9,636 for the three months ended September 30, 2019, as compared to a net loss of $32,766 for the three months ended September 30, 2018, representing a decrease of $23,130.

For the Nine Months Ended September 30, 2019 and 2018

Net Revenues: We did not generate any revenue for the nine months ended September 30, 2019 and 2018. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $52,655 for the nine months ended September 30, 2019, as compared to $97,985for the nine months ended September 30, 2018, representing a decrease of $45,330 or (46.26)%. Such decrease was mainly attributable to the termination of consultant service.

Loss from Operations: Loss from operations was $52,655 for the nine months ended September 30, 2019, as compared to $97,985 for the nine months ended September 30, 2018, representing a decrease of $45,330 or (46.26)%. Such decrease was primarily due to the decrease in general and administrative expenses.

Other Income (Expenses): Other income (expenses) was $58,737 for the nine months ended September 30, 2019, as compared to $(1,838) for the nine months ended September 30, 2018, representing an increase of $60,575. Such increase was mainly because one of our consultants agreed to forgive the unpaid balance of $60,000 and we recorded the gain on forgiveness of debt as other income during the nine months ended September 30, 2019.

Net Income (Loss): As a result of the above factors, our net income was $6,082 for the nine months ended September 30, 2019, as compared to a net loss of $(99,823) for the nine months ended September 30, 2018, representing an increase of $105,905.

15

Liquidity and Capital Resources

As of September 30, 2019, we had working capital (deficit) of $(33) as compared to working capital (deficit) of $(7,456) as of December 31, 2018. Cash and cash equivalents were $7,465 at September 30, 2019 and $33,117 at December 31, 2018.

Net cash used in operating activities was $25,652 during the nine months ended September 30, 2019, as compared to $82,080 for the nine months ended September 30, 2018, representing a decrease of $56,428. The decrease in net cash used in operating activities for the nine months ended September 30, 2019 was primarily attributable to the increase in net income and accrued expenses, partially offset by the gain on forgiveness of debt.

We did not have net cash flow provided by (used in) investing and financing activities during the nine months ended September 30, 2019 and 2018.

Net change in cash and cash equivalents was a decrease of $25,652 for the nine months ended September 30, 2019, compared to a decrease of $82,080 for the nine months ended September 30, 2018

Critical Accounting Policies

Basis of Accounting and Presentation

The financial statements of the Company as of September 30, 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the period ended September 30, 2019, the Company had limited operations. As of September 30, 2019, 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 Fang-Ying Liao, our president and sole director, which commitment is for 24 months, and all amounts lent by Ms. Fang-Ying 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 24-month period after the date of that commitment, which date was April 1, 2018. 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 $589,902 and $595,984 as of September 30, 2019 and December 31, 2018, 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.

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Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements.

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, due to our limited internal audit function and our very limited staff, 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 not effective as of September 30, 2019 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.

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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 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.

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Item 6. Exhibits.

Exhibit Number	Description
31.1	Certification 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.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HAHA Generation Corp.
Date: November 8, 2019	By:	/s/ Fang-Ying Liao
		Fang-Ying Liao
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

 

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