UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 under the

Securities Exchange Act of 1934

For ~~February~~the ~~24,~~Month of April 2020

Commission File Number: 333-202841

HUALE ACOUSTICS LIMITED

~~F/K/A~~(FKA ~~Huale~~HUALE ~~Acoustics~~ACOUSTICS ~~Corporation~~CORPORATION)

(Translation of registrant’s name into English)

Floor 13, Building B1, Wisdom Square~~, Qiaoxiang Road,~~

~~Nanshan~~Qiaoxiang ~~District, Shenzhen City, Guangdong Province,~~Road

Nanshan District, Shenzhen, Guangdong Province

China 518000

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20- F [X] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

~~CAUTIONARY~~Inability ~~NOTICE~~to ~~REGARDING~~file ~~FORWARD~~Annual Report on Form 20-~~LOOKING~~F ~~STATEMENTS~~for the year ended December 31, 2019 by the original deadline of April 30, 2020 due to circumstances related to COVID-19.

~~This~~Huale ~~Form~~Acoustics ~~6-K~~Limited ~~and other reports filed by~~ (the “Company”) ~~from~~will ~~time~~be unable to ~~time~~file ~~with~~its ~~the~~2019 ~~Securities~~Annual ~~and~~Report ~~Exchange~~on ~~Commission~~Form ~~(collectively~~20-F (the “~~Filings~~20-F”) by ~~contain~~April or30, ~~may~~2020 ~~contain~~due ~~forward-looking~~to ~~statements~~circumstances ~~and~~related ~~information~~to ~~that~~COVID-19. ~~are~~The ~~based~~Company’s ~~upon~~operating ~~beliefs~~subsidiaries ~~of,~~ and ~~information currently~~employees ~~available~~are ~~to,~~located in the ~~Company’s~~Peoples ~~management~~Republic asof ~~well~~China as(“PRC”) ~~estimates~~which ~~and~~has ~~assumptions~~been ~~made~~affected by the ~~Company’s~~outbreak ~~management~~of COVID-19 since December 2019. ~~When~~From ~~used~~January into ~~the~~April ~~filings~~2020, the ~~words~~PRC ~~“anticipate,”~~government ~~“believe,”~~has ~~“estimate,”~~imposed ~~“expect,” “future,”~~nationwide ~~“intend,”~~travel ~~“plan”~~restrictions orand ~~the~~quarantine ~~negative~~control, ofand ~~these~~we ~~terms~~suspended most ~~and~~of ~~similar~~our ~~expressions~~operations asduring ~~they relate~~this toperiod. ~~the~~As ~~Company~~a orresult, the Company’s ~~management~~finance ~~identify~~department ~~forward-looking~~will ~~statements.~~be ~~Such~~unable ~~statements~~to ~~reflect~~complete the ~~current~~ ~~view~~preparation of the Company’s ~~with~~consolidated ~~respect~~financial tostatements ~~future events~~ and ~~are~~the ~~subject~~20-F towithout ~~risks,~~undue ~~uncertainties,~~hardship ~~assumptions~~ and ~~other~~expense ~~factors.~~to ~~Should~~the Company ~~one~~until orafter ~~more~~April ~~of these risks or uncertainties materialize~~30, or2020. ~~should~~Travel ~~the~~restrictions ~~underlying~~have ~~assumptions~~also ~~prove~~affected ~~incorrect,~~our ~~actual~~auditor’s ~~results may~~ability ~~differ~~to ~~significantly~~conduct ~~from~~their ~~those~~normal ~~anticipated,~~audit ~~believed,~~procedures in ~~estimated,~~a ~~expected,~~timely ~~intended or planned~~manner.

~~Although~~The ~~the~~ Company ~~believes~~is ~~that~~relying on the ~~expectations~~SEC ~~reflected~~order inunder Section 36 of the ~~forward-looking~~Securities ~~statements~~Exchange ~~are~~Act ~~reasonable~~of 1934, ~~the~~as ~~Company~~amended ~~cannot~~(the ~~guarantee future~~“Exchange ~~results~~Act”), dated ~~levels~~March ~~of activity~~4, ~~performance~~2020 or(Release ~~achievements~~No. ~~Except~~34-88318) asto ~~required~~extend bythe ~~applicable~~due ~~law,~~date ~~including~~for the ~~securities laws~~filing of the ~~United~~20-F ~~States~~until June 14, ~~the~~2020 ~~Company~~(45 ~~does~~days ~~not~~after the ~~intend~~original todue ~~update~~date). ~~any~~The ofCompany ~~the~~will ~~forward-looking~~work ~~statements~~diligently to ~~conform~~complete ~~these~~its ~~statements to~~Annual ~~actual~~Report ~~results~~on or before June 14, 2020.

~~ENTRY~~Additional ~~INTO~~Risk ~~A MATERIAL DEFINITIVE AGREEMENT~~Factor

OnOur ~~February~~business ~~24,~~operations ~~2020,~~may ~~Huale~~be ~~Acoustics~~adversely ~~Limited~~affected ~~(the “Company”) entered into a definitive Share Exchange Agreement (the “Share Exchange Agreement”) with Huale Group Co., Limited, a Seychelles company limited~~ by ~~shares (“HGL”), and HGL’s shareholders, Mr. Yusheng Huang, Junzhu Co., Limited and Happyland Co., Limited (each, an “HGL Shareholder” and together,~~ the ~~“HGL~~outbreak ~~Shareholders”). Pursuant to the Share Exchange Agreement, each HGL Shareholder has agreed to transfer all~~ of ~~the~~coronavirus ordinary shares of HGL held by it, together, constituting all of the issued and outstanding capital stock of HGL, to the Company in exchange for an aggregate of 32,625,000 newly issued ordinary shares of the Company (the “Shares”) that will, in the aggregate, constitute approximately 90% of the issued and outstanding capital stock of the Company on a fullyCOVID-~~diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement (the “Closing”)~~19.

~~The~~An ~~Closing~~outbreak isof ~~subject~~respiratory illness caused by a novel coronavirus (“COVID-19”) first emerged in Wuhan city, Hubei province, China in late 2019 and continued to ~~several~~expand ~~conditions~~within the PRC and globally. The new strain of coronavirus is considered highly contagious and poses a serious public health threat. With the aim of containing the COVID-19 outbreak, the PRC government imposed extreme measures across the PRC including, but not limited to, the ~~following:~~complete lockdown of Wuhan city since January 23, 2020, partial lockdown measures across various cities in the PRC, the extended shutdown of business operations and mandatory quarantine requirements on infected individuals and anyone deemed potentially infected. On January 30, 2020, the World Health Organization (“WHO”) declared the outbreak of COVID-19 a Public Health Emergency of International Concern and on March 11, 2020, WHO declared COVID-19 a global pandemic.

● The COVID-19 ~~representations~~outbreak, ~~and~~which ~~warranties~~has ofresulted ~~each~~in ~~party~~over to4,600 ~~the~~fatalities ~~Share~~in ~~Exchange~~China, ~~Agreement~~is ~~are~~likely ~~true~~to inhave ~~all~~an ~~material~~adverse ~~respects~~impact on the ~~date~~ livelihood of ~~execution~~the people in and the economy of the ~~Share~~PRC, ~~Exchange~~particularly ~~Agreement~~Wuhan city and asHubei ofprovince. ~~the~~Our ~~date~~business ofhas ~~Closing~~been ~~with~~and ~~the~~may ~~same~~continue to ~~force~~be ~~and~~adversely ~~effect~~impacted. Our sole operating subsidiary is located in China, as ~~though~~are ~~made~~its onemployees and ascustomers. A slowdown in the Chinese economy could be expected to result in a reduction in disposable income of our potential customers, which could have a negative effect on our sales due to the ~~date~~discretionary nature of the ~~Closing~~products ~~Date;~~we ●sell. ~~Each~~In addition, the global nature of the pandemic ~~parties~~could ~~shall~~negatively ~~have~~affect ~~performed~~our suppliers. Lockdown measures and ~~complied~~travel inrestrictions ~~all~~have ~~material~~impeded ~~respects~~Shenzhen ~~with~~Yeller’s ability ~~all~~to ~~agreements~~work ~~and~~towards ~~covenants~~expanding ~~required~~its bysales network. As of the ~~Share~~date ~~Exchange~~of ~~Agreement~~this Report, the spread of the virus in China appears to have abated and some restrictions have been lifted; however, there can be ~~performed~~no orassurance ~~complied~~that ~~with~~this byimprovement ~~them~~will oncontinue or that ~~prior~~the tooutbreak ~~the~~will ~~Closing~~not ~~Date~~re-occur.

2Given the uncertainty of the outbreak, the spread of the coronavirus could be prolonged and worsened and we may be forced to scale back or even suspend our operations. Management estimates that due to the outbreak Shenzhen Yeller’s sales for the year ending December 31, 2020 could decrease by approximately 10% to 20%. The extent to which the COVID-19 outbreak impacts our financial results will depend on its future developments and is uncertain. If the outbreak of COVID-19 is not effectively controlled in a short period of time, our business operations and financial condition may be materially and adversely affected as a result of any economic slowdown, operation disruptions or other factors that we cannot foresee.

●Special Note ~~Each~~Concerning ofForward ~~the~~Looking parties shall have obtained all consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation required in connection with the execution, delivery and performance of the Share Exchange Agreement and all such consents, waivers, authorizations and approvals shall be in full force and effect on the Closing Date. ● No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares the Share Exchange Agreement invalid in any respect or prevents the consummation of the transactions contemplated in the Share Exchange Agreement, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of HGL shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person or entity which seeks to prevent or delay the consummation of the transactions contemplated by the Share Exchange Agreement or which challenges the validity or enforceability of the Share Exchange Agreement.Statements

AtThis ~~any~~filing ~~time~~contains ~~prior~~statements towhich ~~the~~constitute ~~Closing,~~forward ~~the~~looking ~~parties~~statements ~~may~~within ~~terminate~~the meaning of the ~~Share~~Private ~~Exchange~~Securities ~~Agreement~~Litigation Reform byAct ~~mutual~~of ~~written~~1995 ~~consent~~and other securities laws. InThese ~~addition,~~ forward-looking statements are based upon the Company’s orpresent ~~HGL~~intent, beliefs ~~may~~or ~~terminate~~expectations, ~~the~~including, ~~Share~~among ~~Exchange~~others, ~~Agreement~~the byCompany’s ~~giving~~estimates ~~written~~relating ~~notice~~ to the ~~other~~completion ~~parties~~of atthe ~~any~~2019 ~~time~~audit ~~prior~~and tofiling of the ~~Closing~~2019 inAnnual ~~the~~Report, ~~event~~its ~~the~~ability ~~other~~to ~~parties~~sustain ~~have~~its ~~breached~~operations ~~any~~without ~~material~~disruptions ~~representation~~or delays, ~~warranty~~but orforward-looking ~~covenant~~statements are ~~contained~~not inguaranteed ~~the Share~~to ~~Exchange~~occur ~~Agreement~~and inmay ~~any~~not ~~material~~occur ~~respect~~for various reasons, orincluding ifsome reasons which are beyond the ~~Closing~~Company’s control. ~~shall~~You should not ~~have~~place ~~been~~undue ~~consummated~~reliance ~~within~~upon 60the ~~days~~Company’s offorward-looking statements. Except as required by law, the Company ~~date~~undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance ofthat may arise after the ~~Share~~date ~~Exchange~~of ~~Agreement~~this Report.

~~The~~[Remainder ~~foregoing description~~ of ~~the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, which is filed as Exhibit 2.1 to~~ this ~~Report~~page onleft ~~Form~~blank ~~6-K and is incorporated herein by reference.~~intentionally]

The issuance of the Shares to the HGL Shareholders will be made in reliance on the exemption provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Act”). None of the Shares have been registered under the Act and none may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Report on Form 6-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth above under “Entry Into A Material Definitive Agreement” is incorporated by reference herein.

EXHIBITS

Exhibit		Description
2.1		Share Exchange Agreement, dated February 24, 2020, by and among the Company, Huale Group Co., Limited, Yusheng Huang, Junzhu Co., Limited and Happyland Co., Limited

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 27, 2020	HUALE ACOUSTICS LIMITED
Date: April 30, 2020	HUALE ACOUSTICS LIMITED
	/s/ HUANG Zhicheng
	/s/ HUANG Yusheng
	HUANG Zhicheng President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
	HUANG Yusheng
	Chief Executive Officer and Chief Financial Officer

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