UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended June 30, 2020 | |
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☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 |
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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)
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 ☒ 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 ☒ 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 | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
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 ☒ No ☐
The number of shares of registrant’s common stock outstanding, as of August 12, 2020 is 1,498,280.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation | 16 | ||||
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2 |
PART I - FINANCIAL INFORMATION
Financial Statements: |
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| F-4 |
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| F-5 |
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| F-6 |
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F-1 |
BALANCE SHEETS
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| June 30, |
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| December 31, |
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| 2020 |
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| 2019 |
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Assets (Unaudited) | |||||||||
Current Assets |
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Cash and cash equivalents |
| $ | 1,681 |
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| $ | 9,972 |
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Prepaid expense |
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| 900 |
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| 1,124 |
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Total current assets |
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| 2,581 |
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| 11,096 |
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Total Assets |
| $ | 2,581 |
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| $ | 11,096 |
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Liabilities and Stockholders’ Equity (Deficit) | |||||||||
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Current Liabilities |
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Accrued expense and other liabilities |
| $ | 24,626 |
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| $ | 24,000 |
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Due to shareholders |
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| 30,272 |
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| 20,187 |
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Total current liabilities |
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| 54,898 |
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| 44,187 |
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Total liabilities |
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| 54,898 |
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| 44,187 |
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Stockholders’ Deficit |
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Preferred stock, $0.001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding |
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| - |
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| - |
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Common stock, $0.001 par value; 1,000,000,000 shares authorized, 1,498,280 shares issued and outstanding |
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| 1,498 |
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| 1,498 |
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Additional paid-in capital |
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| 588,371 |
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| 588,371 |
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Accumulated deficit |
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| (642,186 | ) |
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| (622,960 | ) | |
Total stockholders’ deficit |
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| (52,317 | ) |
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| (33,091 | ) | |
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Total Liabilities and Stockholders’ Deficit |
| $ | 2,581 |
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| $ | 11,096 |
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The accompanying notes to financial statements are an integral part of these statements.
F-2 |
Table of Contents |
STATEMENTS OF OPERATIONS | ||||||||||
(UNAUDITED) |
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| For the Six Months Ended June 30, |
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| For the Three Months Ended June 30, |
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| 2020 |
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| 2019 |
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| 2020 |
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| 2019 |
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Net revenue |
| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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General and administrative expenses |
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| 19,226 |
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| 43,019 |
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| 9,613 |
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| 10,900 |
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Loss from operations |
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| (19,226 | ) |
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| (43,019 | ) |
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| (9,613 | ) |
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| (10,900 | ) |
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Other income (expense) |
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Interest income |
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| - |
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| 78 |
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| - |
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| 78 |
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Interest expense – related parties |
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| - |
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| (1,341 | ) |
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| - |
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| (670 | ) |
Gain on forgiveness of debt |
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| - |
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| 60,000 |
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| - |
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| 60,000 |
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Total other income (expense) |
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| - |
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| 58,737 |
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| - |
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| 59,408 |
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Income (loss) before income taxes |
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| (19,226 | ) |
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| 15,718 |
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| (9,613 | ) |
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| 48,508 |
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Provision for income taxes |
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| - |
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| - |
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| - |
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| - |
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Net income (loss) |
| $ | (19,226 | ) |
| $ | 15,718 |
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| $ | (9,613 | ) |
| $ | 48,508 |
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Net income (loss) per share |
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Basic and diluted |
| $ | (0.01 | ) |
| $ | 0.01 |
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| $ | (0.01 | ) |
| $ | 0.03 |
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Weighted Average Shares Outstanding: |
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Basic and diluted |
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| 1,498,280 |
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| 1,498,280 |
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| 1,498,280 |
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| 1,498,280 |
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The accompanying notes to financial statements are an integral part of these statements.
F-3 |
Table of Contents |
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||
(UNAUDITED) |
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| Additional |
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| Common Stock |
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| Paid-in |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance at December 31, 2018 |
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| 1,498,280 |
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| $ | 1,498 |
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| $ | 311,501 |
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| $ | (595,984 | ) |
| $ | (282,985 | ) |
Net loss |
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| - |
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| - |
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| - |
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| (32,790 | ) |
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| (32,790 | ) |
Balance at March 31, 2019 |
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| 1,498,280 |
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| 1,498 |
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| 311,501 |
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| (628,774 | ) |
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| (315,775 | ) |
Net income |
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| - |
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| - |
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| - |
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| 48,508 |
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| 48,508 |
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Balance at June 30, 2019 |
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| 1,498,280 |
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| $ | 1,498 |
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| $ | 311,501 |
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| $ | (580,266 | ) |
| $ | (267,267 | ) |
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| Additional |
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| Common Stock |
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| Paid-in |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance at December 31, 2019 |
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| 1,498,280 |
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| $ | 1,498 |
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| $ | 588,371 |
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| $ | (622,960 | ) |
| $ | (33,091 | ) |
Net loss |
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| - |
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| - |
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| - |
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| (9,613 | ) |
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| (9,613 | ) |
Balance at March 31, 2020 |
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| 1,498,280 |
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| 1,498 |
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| 588,371 |
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| (632,573 | ) |
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| (42,704 | ) |
Net loss |
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| - |
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| - |
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| - |
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| (9,613 | ) |
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| (9,613 | ) |
Balance at June 30, 2020 |
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| 1,498,280 |
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| $ | 1,498 |
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| $ | 588,371 |
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| $ | (642,186 | ) |
| $ | (52,317 | ) |
F-4 |
Table of Contents |
STATEMENTS OF CASH FLOWS | |||||||
(UNAUDITED) |
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| For the Six Months Ended June 30, |
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| 2020 |
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| 2019 |
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Cash Flows from Operating Activities |
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Net income (loss) |
| $ | (19,226 | ) |
| $ | 15,718 |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Gain on forgiveness of debt |
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| - |
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| 60,000 |
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Changes in assets and liabilities: |
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Decrease (Increase) in prepaid expenses |
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| 224 |
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| 224 |
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Increase (Decrease) in accrued expenses |
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| 626 |
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| (79,050 | ) |
Increase (Decrease) in due to related parties |
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| 10,085 |
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| - |
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Increase (Decrease) in accrued interest - related parties |
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| - |
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| 1,341 |
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Net cash used in operating activities |
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| (8,291 | ) |
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| (1,767 | ) |
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Net decrease in cash and cash equivalents |
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| (8,291 | ) |
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| (1,767 | ) |
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Cash and Cash Equivalents |
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Beginning |
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| 9,972 |
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| 33,117 |
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Ending |
| $ | 1,681 |
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| $ | 31,350 |
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Supplemental Disclosure of Cash Flows |
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Cash paid during the year for: |
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Interest |
| $ | - |
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| $ | - |
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Income taxes |
| $ | - |
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| $ | - |
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The accompanying notes to financial statements are an integral part of these statements.
F-5 |
Table of Contents |
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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, 2019.
Organization
HAHA Generation Corp. (the “Company”), a company in the developmental stage, 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.
The Company’s 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 June 30, 2020, 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 demand will not be made prior to the expiration of that 12-month period after the date of that commitment, which was April 1, 2020. 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 net loss of $19,226 for the six months ended June 30, 2020, and had an accumulated deficit of $642,186 as of June 30, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
F-6 |
Table of Contents |
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.
F-7 |
Table of Contents |
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. |
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| • | 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. |
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| • | 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.
F-8 |
Table of Contents |
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; |
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• | identify the performance obligations in the contract; |
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• | determine the transaction price; |
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• | allocate the transaction price to performance obligations in the contract; and |
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• | recognize revenue as the performance obligation is satisfied. |
During the three and six months ended June 30, 2020 and 2019, 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 June 30, 2020 and December 31, 2019, 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
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.
F-9 |
Table of Contents |
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements.
NOTE 2. ACCRUED EXPENSES
Accrued expenses consist of the following:
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| June 30, |
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| December 31, |
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| 2020 |
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| 2019 |
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| (Unaudited) |
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Accrued professional fees |
| $ | 24,626 |
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| $ | 24,000 |
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NOTE 3. DUE TO SHAREHOLDERS
The Company has advanced funds from its shareholder for working capital purposes. As of June 30, 2020, and December 31, 2019, there were $30,272 and $20,187 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 shareholder.
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 a major shareholder 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 June 30, 2020, these shares have not been issued.
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 2016 through 2018 tax years remain subject to examination by the Internal Revenue Service.
F-10 |
Table of Contents |
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 June 30, 2020, and December 31, 2019, 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 resulted in a net effect of $0 discrete tax expenses (benefit).
As of June 30, 2020, the Company had net operating loss carry forwards of approximately $642,186 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.
The provision for federal income tax consists of the following:
|
| For the Six Months Ended June 30, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Federal income tax expenses (benefit) attributable to: |
|
|
|
|
|
| ||
| ||||||||
Current operations |
| $ | (4,037 | ) |
| $ | 3,301 |
|
Less: valuation allowance |
|
| 4,037 |
|
|
| (3,301 | ) |
Net provision for Federal income taxes |
| $ | - |
|
| $ | - |
|
The significant items comprising the Company’s net deferred tax amount as of June 30, 2020 and December 31, 2019 is as follows:
|
| June 30, 2020 |
|
| December 31, 2019 |
| ||
|
| (Unaudited) |
|
|
| |||
Deferred tax asset attributable to: |
|
|
|
|
|
| ||
Net operating loss carryover |
| $ | 134,858 |
|
| $ | 130,821 |
|
Less: valuation allowance |
|
| (134,858 | ) |
|
| (130,821 | ) |
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 six months ended June 30, 2020 and 2019 are analyzed below:
|
| For the Six Months Ended June 30, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Statutory tax benefit |
|
| (21 | )% |
|
| (21 | )% |
Change in deferred tax asset valuation allowance |
|
| 21 | % |
|
| 21 | % |
Provision for income taxes |
| - | % |
| - | % |
F-11 |
Table of Contents |
For the six months ended June 30, 2020 and 2019, 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.
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 June 30, 2020, these shares have not been issued (see Note 4).
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 June 30, 2020 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.”
******
F-12 |
Table of Contents |
Results of Operations
For the Three Months Ended June 30, 2020 and 2019
Net Revenues: We did not generate any revenue for the three months ended June 30, 2020 and 2019. 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 $9,613 for the three months ended June 30, 2020, as compared to $10,900 for the three months ended June 30, 2019, representing a decrease of $1,287 or 11.81%, The decrease in those expenses was primarily attributable to the decrease in legal, accounting, and professional service fees.
Loss from Operations: Loss from operations was $9,613 for the three months ended June 30, 2020, as compared to $10,900 for the three months ended June 30, 2019, representing a decrease of $1,287 or 11.81%. 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 June 30, 2020, as compared to $59,408 for the three months ended June 30, 2019, representing a decrease of $59,408, or 100%. Such decrease 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 three months ended June 30, 2019.
Net Income (Loss): As a result of the above factors, our net loss was $9,613 for the three months ended June 30, 2020, as compared to a net income of $48,508 for the three months ended June 30, 2019, representing a decrease of $58,121, or 119.82%. The decrease was a result of the reasons described above.
For the Six Months Ended June 30, 2020 and 2019
Net Revenues: We did not generate any revenue for the six months ended June 30, 2020 and 2019. 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 $19,226 for the six months ended June 30, 2020, as compared to $43,019 for the six months ended June 30, 2019, representing a decrease of $23,793 or 55.31%. Such decrease was mainly attributable to the termination of consultant service.
Loss from Operations: Loss from operations was $19,226 for the six months ended June 30, 2020, as compared to $43,019 for the six months ended June 30, 2019, representing a decrease of $23,793 or 55.31%. Such decrease was primarily due to the decrease in general and administrative expenses.
Other Income (Expenses): Other income (expenses) was $0 for the six months ended June 30, 2020, as compared to $58,737 for the six months ended June 30, 2019, representing a decrease of $58,737, or 100%. Such decrease 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 six months ended June 30, 2019.
Net Income (Loss): As a result of the above factors, our net loss was $19,226 for the six months ended June 30, 2020, as compared to a net income of $15,718 for the six months ended June 30, 2019, representing a decrease of $34,944, or 222.32%. The decrease was a result of the reasons described above.
Liquidity and Capital Resources
As of June 30, 2020, we had working deficit of $52,317 as compared to working deficit of $33,091 as of December 31, 2019. Cash and cash equivalents were $1,681 at June 30, 2020 and $9,972 at December 31, 2019.
Net cash used in operating activities was $8,291 during the six months ended June 30, 2020, as compared to $1,767 for the six months ended June 30, 2019, representing an increase of $6,524. The increase in net cash used in operating activities was primarily attributable to the increase in net loss and the decrease in gain on forgiveness debt, partially offset by the increase in accrued expenses and due to shareholders.
We did not have net cash flow provided by (used in) investing and financing activities during the six months ended June 30, 2020 and 2019.
Net change in cash and cash equivalents was a decrease of $8,291 for the six months ended June 30, 2020, compared to a decrease of $1,767 for the six months ended June 30, 2019.
F-13 |
Table of Contents |
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 June 30, 2020 and 2019. 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 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 intends to acquire a business entity focusing on technology research business for electric vehicle motor technology in the energy saving sector.
Results of Operations
For the Three Months Ended June 30, 2020, and 2019:
Net Revenues: We did not generate any revenue for the three months ended June 30, 2020, and 2019. 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 $9,613 for the three months ended June 30, 2020, as compared to $10,900 for the three months ended June 30, 2019, representing a decrease of $1,287, or 11.81%. Such decrease was mainly attributable to the termination of consultant service.
Loss from Operations: Loss from operations was $9,613 for the three months ended June 30, 2020, as compared to $10,900 for the three months ended June 30, 2019, representing a decrease of $1,287, or 11.81%. Such decrease was mainly due to the decrease in general and administrative expenses.
Other Income (Expenses): Other income (expenses) was $0 for the three months ended June 30, 2020, as compared to $59,408 for the three months ended June 30, 2019, representing a decrease of $59,408, or 100%. Such decrease 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 three months ended June 30, 2019.
Net Income (Loss): As a result of the above factors, our net loss was $9,613 for the three months ended June 30, 2020, as compared to a net income of $48,508 for the three months ended June 30, 2019, representing a decrease of $58,121, or 119.82%. The decrease in net loss was a result of the reasons described above.
For the Six Months Ended June 30, 2020, and 2019:
Net Revenues: We did not generate any revenue for the six months ended June 30, 2020, and 2019. 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 $19,226 for the six months ended June 30, 2020, as compared to $43,019 for the six months ended June 30, 2019, representing a decrease of $23,793, or 55.31%. Such decrease was mainly attributable to the termination of consultant service.
Loss from Operations: Loss from operations was $19,226 for the six months ended June 30, 2020, as compared to $43,019 for the six months ended June 30, 2019, representing a decrease of $23,793, or 55.31%. Such decrease was mainly due to the decrease in general and administrative expenses.
Other Income (Expenses): Other income (expenses) was $0 for the six months ended June 30, 2020, as compared to $58,737 for the six months ended June 30, 2019, representing a decrease of $58,737, or 100%. Such decrease 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 six months ended June 30, 2019.
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Net Income (Loss): As a result of the above factors, our net loss was $19,226 for the six months ended June 30, 2020, as compared to a net income of $15,718 for the six months ended June 30, 2019, representing a decrease of $34,944, or 222.32%. The decrease in net loss was a result of the reasons described above.
Liquidity and Capital Resources
As of June 30, 2020, we had a working deficit of $52,317 as compared to working deficit of $33,091 as of December 31, 2019. Cash and cash equivalents were $1,681 at June 30, 2020 and $9,972 at December 31, 2019.
Net cash used in operating activities was $8,291 during the six months ended June 30, 2020, as compared to $1,767 during the six months ended June 30, 2019, representing an increase of $6,524. The increase in net cash used in operating activities was primarily attributable to the increase in net loss and the decrease in gain on forgiveness debt, partially offset by the increase in accrued expenses and due to shareholders.
We did not have net cash flow provided by (used in) investing and financing activities during the six months ended June 30, 2020 and 2019.
Net change in cash and cash equivalents was a decrease of $8,291 for the six months ended June 30, 2020, compared to a decrease of $1,767 for the six months ended June 30, 2019.
Critical Accounting Policies
The financial statements of the Company as of June 30, 2020 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. As of June 30, 2020, 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 12-month period after the date of that commitment, which date was April 1, 2020. 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 net loss of $19,226 for the six months ended June 30, 2020, and had an accumulated deficit of $642,186 as of June 30, 2020. 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.
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Table of Contents |
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.
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.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. 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.
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Table of Contents |
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 June 30, 2020 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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Table of Contents |
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.
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.
There is no other information required to be disclosed under this item which was not previously disclosed.
20 |
Table of Contents |
Exhibit Number |
| Description |
| ||
| Certifications pursuant to Section 302 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.
21 |
Table of Contents |
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: August 12, 2020 | /s/ Fang-Ying Liao |
|
| Fang-Ying Liao Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting and Financial Officer) |
22 |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
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. |
August 12, 2020
| HAHA Generation Corp. | |
| ||
| /s/ Fang-Ying Liao | |
| Name: Fang-Ying Liao Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting and Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
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 June 30, 2020, 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.
August 12, 2020
| HAHA Generation Corp. | |
| ||
| /s/ Fang-Ying Liao | |
| Name: Fang-Ying Liao Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting and Financial Officer) |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2020 |
Aug. 12, 2020 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | HAHA GENERATION CORP. | |
Entity Central Index Key | 0001655008 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 1,498,280 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes |
BALANCE SHEETS - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Current Assets | ||
Cash and cash equivalents | $ 1,681 | $ 9,972 |
Prepaid expense | 900 | 1,124 |
Total current assets | 2,581 | 11,096 |
Total Assets | 2,581 | 11,096 |
Current Liabilities | ||
Accrued expense and other liabilities | 24,626 | 24,000 |
Due to shareholders | 30,272 | 20,187 |
Total current liabilities | 54,898 | 44,187 |
Total liabilities | 54,898 | 44,187 |
Stockholders' Deficit | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 1,498,280 shares issued and outstanding | 1,498 | 1,498 |
Additional paid-in capital | 588,371 | 588,371 |
Accumulated deficit | (642,186) | (622,960) |
Total stockholders' deficit | (52,317) | (33,091) |
Total Liabilities and Stockholders' Deficit | $ 2,581 | $ 11,096 |
BALANCE SHEETS (Parentheticals) - $ / shares |
Jun. 30, 2020 |
Dec. 31, 2019 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 1,498,280 | 1,498,280 |
Common stock, shares outstanding | 1,498,280 | 1,498,280 |
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
Income Statement [Abstract] | ||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 |
General and administrative expenses | 9,613 | 10,900 | 19,226 | 43,019 |
Loss from operations | (9,613) | (10,900) | (19,226) | (43,019) |
Other income (expense) | ||||
Interest income | 78 | 78 | ||
Interest expense - related parties | (670) | (1,341) | ||
Gain on forgiveness of debt | 60,000 | 60,000 | ||
Total other income (expense) | 59,408 | 58,737 | ||
Income (loss) before income taxes | (9,613) | 48,508 | (19,226) | 15,718 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (9,613) | $ 48,508 | $ (19,226) | $ 15,718 |
Net income (loss) per share | ||||
Basic and diluted (in dollars per share) | $ (0.01) | $ 0.03 | $ (0.01) | $ 0.01 |
Weighted Average Shares Outstanding: | ||||
Basic and diluted (in shares) | 1,498,280 | 1,498,280 | 1,498,280 | 1,498,280 |
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
|
Cash Flows from Operating Activities | ||
Net income (loss) | $ (19,226) | $ 15,718 |
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 | 224 | 224 |
Increase (Decrease) in accrued expenses | 626 | (79,050) |
Increase (Decrease) in due to related parties | 10,085 | |
Increase (Decrease) in accrued interest - related parties | 1,341 | |
Net cash used in operating activities | (8,291) | (1,767) |
Net decrease in cash and cash equivalents | (8,291) | (1,767) |
Cash and Cash Equivalents | ||
Beginning | 9,972 | 33,117 |
Ending | 1,681 | 31,350 |
Cash paid during the year for: | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||
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, 2019.
Organization
HAHA Generation Corp. (the “Company”), a company in the developmental stage, 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.
The Company’s 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 June 30, 2020, 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 demand will not be made prior to the expiration of that 12-month period after the date of that commitment, which was April 1, 2020. 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 net loss of $19,226 for the six months ended June 30, 2020, and had an accumulated deficit of $642,186 as of June 30, 2020. 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.
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.
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:
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.
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:
During the three and six months ended June 30, 2020 and 2019, 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 June 30, 2020 and December 31, 2019, 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
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.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. |
ACCRUED EXPENSES |
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Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||
Accrued Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES | NOTE 2. ACCRUED EXPENSES
Accrued expenses consist of the following:
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DUE TO SHAREHOLDERS |
6 Months Ended |
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Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
DUE TO SHAREHOLDERS | NOTE 3. DUE TO SHAREHOLDERS
The Company has advanced funds from its shareholder for working capital purposes. As of June 30, 2020, and December 31, 2019, there were $30,272 and $20,187 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 shareholder. |
CONVERTIBLE NOTES PAYABLE - RELATED PARTIES |
6 Months Ended |
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Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE - RELATED PARTIES | 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 a major shareholder 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 June 30, 2020, these shares have not been issued. |
INCOME TAXES |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | NOTE 5. INCOME TAXES
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 June 30, 2020, and December 31, 2019, 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 resulted in a net effect of $0 discrete tax expenses (benefit).
The provision for federal income tax consists of the following:
The significant items comprising the Company’s net deferred tax amount as of June 30, 2020 and December 31, 2019 is as follows:
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 six months ended June 30, 2020 and 2019 are analyzed below:
For the six months ended June 30, 2020 and 2019, 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. |
STOCKHOLDERS' EQUITY (DEFICIT) |
6 Months Ended |
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Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | 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. |
SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 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 June 30, 2020 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.” |
NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies) |
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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, 2019. |
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Organization | Organization
HAHA Generation Corp. (the “Company”), a company in the developmental stage, 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.
The Company’s year-end is December 31. |
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Going Concern | Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2020, 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 demand will not be made prior to the expiration of that 12-month period after the date of that commitment, which was April 1, 2020. 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 net loss of $19,226 for the six months ended June 30, 2020, and had an accumulated deficit of $642,186 as of June 30, 2020. 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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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. |
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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. |
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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. |
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Concentration of Credit Risk | 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. |
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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. |
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Fair Value Measurements | 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:
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. |
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Revenue Recognition | 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:
During the three and six months ended June 30, 2020 and 2019, the Company has not realized any revenues from operations. |
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Net Income (Loss) per Share | 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 June 30, 2020 and December 31, 2019, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented. |
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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. |
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Recent Accounting Pronouncements | 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.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. |
ACCRUED EXPENSES (Tables) |
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Accrued Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of accrued expenses |
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INCOME TAXES (Tables) |
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Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of provision for federal income tax |
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Schedule of cumulative tax effect at net deferred tax |
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Schedule of provision for income taxes on loss before taxes |
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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Detail Textuals) - USD ($) |
3 Months Ended | 6 Months Ended | |||||
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Jun. 30, 2020 |
Mar. 31, 2020 |
Jun. 30, 2019 |
Mar. 31, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
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Nature of operations and Summary of Accounting Policies [Line Items] | |||||||
Net income (loss) | $ (9,613) | $ (9,613) | $ 48,508 | $ (32,790) | $ (19,226) | $ 15,718 | |
Accumulated deficit | $ (642,186) | (642,186) | $ (622,960) | ||||
Fang-Ying Liao | |||||||
Nature of operations and Summary of Accounting Policies [Line Items] | |||||||
Additional funding from loan commitment | $ 100,000 | ||||||
Period for loan commitment | 24 months |
ACCRUED EXPENSES (Details) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
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Accrued Expenses [Abstract] | ||
Accrued professional fees | $ 24,626 | $ 24,000 |
DUE TO SHAREHOLDERS (Detail Textuals) - USD ($) |
6 Months Ended | |
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Jun. 30, 2020 |
Dec. 31, 2019 |
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Related Party Transactions [Abstract] | ||
Due to shareholders | $ 30,272 | $ 20,187 |
Percentage of outstanding balances interest rate | 0.00% | |
Written notice by the shareholder | 30 days |
CONVERTIBLE NOTES PAYABLE - RELATED PARTIES (Detail Textuals) - Convertible promissory note (the Convertible Notes) - Shiny City Co., Ltd. (the Shiny City) - USD ($) |
1 Months Ended | |
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Sep. 08, 2017 |
Jul. 24, 2019 |
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Debt Instrument [Line Items] | ||
Convertible notes payable - related parties | $ 271,960 | |
Convertible notes, maturity date | Sep. 07, 2020 | |
Percentage of accrued interest per annum (in percent) | 1.00% | |
Capital contribution by related party through debt conversion (in shares) | 276,870,180 | |
Conversion price of notes converted into common stock (in dollars per share) | $ 0.001 | |
Convertible promissory notes principal amount | $ 271,960 | |
Accrued interest - related parties | $ 4,910 |
INCOME TAXES (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
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Federal income tax expenses (benefit) attributable to: | ||||
Current operations | $ (4,037) | $ 3,301 | ||
Less: valuation allowance | 4,037 | (3,301) | ||
Net provision for Federal income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details 1) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
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Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 134,858 | $ 130,821 |
Less: valuation allowance | (134,858) | (130,821) |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details 2) |
6 Months Ended | |
---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
|
Income Tax Disclosure [Abstract] | ||
Statutory tax benefit | (21.00%) | (21.00%) |
Change in deferred tax asset valuation allowance | 21.00% | 21.00% |
Provision for income taxes | 0.00% | 0.00% |
INCOME TAXES (Detail Textuals) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
|
Operating Loss Carryforwards [Line Items] | ||
U.S. federal corporate income tax rate | 21.00% | 21.00% |
Net operating loss carryforwards | $ 642,186 | |
Discrete tax expenses (benefit) | $ 0 | $ 0 |
Earliest | ||
Operating Loss Carryforwards [Line Items] | ||
U.S. federal corporate income tax rate | 35.00% | |
Latest | ||
Operating Loss Carryforwards [Line Items] | ||
U.S. federal corporate income tax rate | 21.00% |
STOCKHOLDERS EQUITY (DEFICIT) (Detail Textuals) - USD ($) |
1 Months Ended | |||
---|---|---|---|---|
Jul. 24, 2019 |
Jun. 20, 2016 |
Jun. 30, 2020 |
Dec. 31, 2019 |
|
Stockholders Equity [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.1 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 25,000,000 | 1,000,000,000 | 1,000,000,000 | |
Forward stock split | 5 for 1 basis | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Shiny City Co., Ltd | Convertible promissory note (the Convertible Notes) | ||||
Stockholders Equity [Line Items] | ||||
Capital contribution by related party through debt conversion (in shares) | 276,870,180 | |||
Conversion price of notes converted into common stock (in dollars per share) | $ 0.001 | |||
Principal amount of convertible promissory debt | $ 271,960 | |||
Accrued interest - related parties | $ 4,910 |
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