UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2018~~2019

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	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)

Registrant’s telephone number, including area code: 011-886-227492597

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x ☒

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes x ☒ No ¨

Indicate by check mark whether registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 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.) x☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x☒

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	x
(Do not check if a smaller reporting company)		Emerging growth company	x

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter: N/A.

The number of shares of registrant’s common stock outstanding, as of March 2530, ~~2019~~2020, was 1278,~~498~~368,~~280~~460.

TABLE OF CONTENTS

PART I
	Item 1.	Business.	3
	Item1A.	Risk Factors.	6
	Item1B.	Unresolved Staff Comments.	6
	Item 2.	Properties.	6
	Item 3.	Legal Proceedings.	6
	Item 4.	Mine Safety Disclosures.	6
PART II
	Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
	Item 6.	Selected Financial Data.	8
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
	Item7A.	Quantitative and Qualitative Disclosures about Market Risk.	1012
	Item 8.	Financial Statements and Supplementary Data.	~~F-1~~13
	Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	1114
	Item9A.	Controls and Procedures.	1114
	Item9B.	Other Information.	1115
PART III
	Item10.	Directors, Executive Officers and Corporate Governance.	1216
	Item11.	Executive Compensation.	1418
	Item12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	1418
	Item13.	Certain Relationships and Related Transactions and Director Independence.	1519
PART IV
	Item14.	Principal Accountant Fees and Services.	1620
	Item15.	Exhibits, Financial Statement Schedules.	1620
SIGNATURES			1722

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PART I

Item 1. Business.

HAHA Generation Corp. (“we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on June 10, 2014. Since inception, we have not generated any revenues and have accumulated losses in the amount of $~~595~~622,~~984~~960 as of December 31, ~~2018~~2019.

We have never been a party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

We have yet to commence planned operations to any significant measure. As of the date of this annual report, we, have had only limited start-up operations and have not generated revenues. We will not be profitable until we derive sufficient revenues and cash flows from sales of silicon energy clothing products. Our administrative office is located at 6F., No.364, Sec. 5, Zhongxiao E. Road, Xinyi District. Taipei City, 11060, Taiwan (Republic of China).

Our fiscal year ends on December 31.

As of the date of this annual report, we have not sold any silicon energy clothing nor have we generated any revenue from operations.

~~Business~~ Overview

We are a development stage company located in Taipei City, Taiwan. We plan to market and distribute in Taiwan silica energy clothing manufactured by Shinin Silica Corp., a Taiwanese corporation (“Shinin”). Generally, that clothing consists of men’s and women’s undergarments and related apparel. That clothing is made from an energy silicon fiber and yarn made from a fine nanoscale silicon powder and polymer materials which, together, result in a reactive energy material. Additionally, that clothing is bio-degradable and quick-drying.

We believe that we will be successful in selling high quality silica energy clothing products at economical prices because we plan to buy the product directly from Shinin at discounted prices. We plan to enter into agreements with clothing product suppliers and retailers in Taiwan, such as specialty stores and department stores. By moving those silica energy clothing products directly from Shinin to the supplier and/or retailer, we are able to avoid the costs and fees associated with housing and storing those silica energy clothing products, which will result in more profit for us and better prices for our customers. The silica energy clothing products will be offered to suppliers and retailers at prices marked-up from 10% to 20% of our cost, which is the range of discounted prices at which we will purchase the silica energy clothing products from Shinin. Our customers will then sell the silica energy clothing products to consumers at retail prices, which are typically 20% to 30% higher than wholesale prices. Our customers will be asked to pay us 100% in advance.

We plan to fill placed orders and to supply the products within a period of forty days or less following receipt of any written order. We do not intend to offer any credit terms relating to order payments. Our customers will be asked to pay us 100% in advance. Customers will have two options to pay for products: by wire transfer or by sending a check/money order. If the customer decides to pay by check/money order, then we will apply a certain amount of days before shipping in order to have the check/money order cleared. Customers will be responsible to pay the shipping costs. As we anticipate having a 30-day period to process/fill orders, we do not plan to purchase silica energy products in advance, but, rather, on a per request basis. We do not intend to store inventory for any period of time. The orders will be shipped directly to the customers. Customers will be responsible for the custom duties, taxes, insurance or any other additional charges that may incur.

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Marketing and Distribution Agreement

On July 1, 2015, we entered into a written Marketing and Distribution Agreement with Shinin pursuant to which we have a non-exclusive right to market and distribute in Taiwan silica energy clothing products manufactured by Shinin for a period of one year (the “Distribution Agreement”). Pursuant to the provisions of the Distribution Agreement, we will purchase the silica energy clothing products from Shinin at a price equal to 45% of the then current market prices for those products. Additionally, when we place an order with Shinin for silica energy clothing products, we are required to pay 50% of the purchase price for those products and pay the remaining balance of that purchase price before the products ordered are shipped from Shinin.

Silica Energy Products

The silica energy clothing is manufactured using energy silicon yarn. Energy silicon yarn is a combination of silica, nylon, polyester, cotton and polypropylene. The inner part of the resulting fabric is comprised of polypropylene and the outer part of that fabric is silica and polyester. That fabric is 100% bio-degradable, quick-drying and will not adhere to skin.

That yarn is manufactured by combining silica nanometer powder and nylon powder to form silica nylon, which is then combined with nylon plastic to create the raw silica silk which is twisted into the yarn.

The silica energy clothing products that we intend to market and distribute are girdles, pants, corsets, underwear, t-shirts, shirts, coats, pants and skirts.

Additionally, certain advantages of those products are:

·• Ultra violet protection ·• Improved blood circulation ·• Resistant to electrostatic cling ·• Non-flammable ·• Quick-drying and transfer of moisture ·• No loss of functionality after numerous washings ·• Can be manufactured in any color ·• Can be laundered without detergent or similar cleaning agent ·• Can be laundered by washing machines ·• Won’t lose their function in the sunlight

Competition

There are many barriers of entry in the clothing market, and the level of competition is extremely high. Examples of barriers of entry in this market include brand loyalty, aggressive lower pricing tactics, and economies of scale. Many of our established competitors have developed a brand following which would make our potential customers prefer their clothing products to Shinin’s. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to enter and compete in this market. Economies of scale make it easier for our larger established competitors to negotiate price discounts with their suppliers of clothing products, which would leave us at a disadvantage.

The principal competitive factors in our industry are pricing and the quality of our products. We will be in a market where we will be in direct competition with many domestic and international companies offering competing products. Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater and more established customer base than us. We will likely lose prospective business to such companies. Also, many of these companies will be able to afford to offer better prices for competing products than us, which may also cause us to lose prospective business. We also foresee challenges facing new market entrants. We may be unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

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We have not yet entered the market. Once we enter the market, we will be one of many participants in the business of distributing clothing products. Many established and well-financed entities are currently active in the business of distributing such products. Nearly all of our competitors have significantly greater financial resources, technical expertise, and managerial capabilities than us. We are, consequently, at a competitive disadvantage in the market. Therefore, we may not be able to establish ourselves within the industry.

Sales and Marketing Strategy

We intend to distribute the silica energy clothing products in Taiwan. We intend to enter into agreements with numerous clothing product suppliers and retailers.

We plan to offer our product to larger department stores that have a high volume of customer traffic, as well as smaller boutique stores. Our competitive advantage is that we will offer unique, stylish, easy-to-use, high quality silica energy products, while maintaining reasonable prices.

Also, we intend to advertise our products on clothing product websites; internet search engines, such as Google, selling cost-per-click advertising; and offline media, including newspaper, outdoor advertising, radio, television and direct mail. We believe that some of our sales will be driven by web-based traffic, and our marketing plan has been designed with a strong focus on e-commerce platforms such as Amazon and Alibaba and leveraging social networking platforms.

We intend to integrate our marketing scheme with Facebook, so that buyers can compare their current clothing costs to those of their friends. Friends share information about their lifestyles, and we expect that this trend will continue as to reliable purchasing platforms. At checkout, consumers can elect to publish details about their online purchases on Facebook, describing their savings and the products purchased. Not only does this expand our market, but it also enables consumers to leverage their friends’ experiences of suitable clothing purchases.

12 Month Growth Strategy and Milestones

Our strategy is to maximize shareholder value by expanding operations and evaluating and cultivating new and alternative revenue generating opportunities. The Company is committed to marketing and distributing silicon energy clothing. While a strategic and wisely executed marketing campaign is key to expanding our operations; offering new, cutting-edge, innovative silica energy clothing products should position the Company in the best possible way for long term success.

Patents and Trademarks

At the present we do not have any patents or trademarks.

Need for any Government Approval of Products

We do not require any government approval for the marketing and distribution of that silicon energy clothing.

Research and Development Activities

Other than time spent researching our proposed business, we have not spent any funds on research and development activities to date.

Environmental Laws

Our operations are not subject to any environmental laws.

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Employees and Employment Agreements

We, currently, have no employees. Our president (and sole director), Fang-Ying Liao, who, currently, devotes eight hours a week to our business, is responsible for the primary operation of our business. There is no employment or similar agreement between the Company and Ms. Liao.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide this information required by this item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We do not own any real property. Our business is presently operated from offices provided by our president, Fang-Ying Liao at 6F., No.364, Sec. 5, Zhongxiao E. Road, Xinyi District Taipei City, 11060, Taiwan (Republic of China). Ms. Liao provides those offices free of charge and no lease exists. We consider our current office arrangement adequate and will reassess our needs based upon the future growth of the Company.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

No public market currently exists for shares of our common stock.

There were 86 holders of record of our common stock as of March 2527, ~~2019~~2020.

Recent Transactions Involving Unregistered Securities

~~None~~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.

Rule 144 Share Restrictions

Under Rule 144, an individual who is not an affiliate of our Company and has not been an affiliate at any time during the 3 months preceding a contemplated sale and has been the beneficial owner of our shares for at least 6 months would be entitled to sell them without restriction. This is subject to the continued availability of current public information about us for the first year that can be eliminated after a one-year hold period.

Whereas an individual who is deemed to be our affiliate and has beneficially owned our common shares for at least 6 months can sell his or her shares in a given 3-month period as follows:

	1.	One percent of the number of shares of our common stock then outstanding, or

	2.	The average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

As of the date of this report, we are a shell company. Rule 144 is not available for securities initially issued by a shell company, whether reporting or non-reporting, or a company that was at any time previously a shell company, unless that company:

·• has ceased to be a shell company; ·• is subject to the Securities Exchange Act of 1934 (the “Exchange Act”) reporting obligations; ·• has filed all required Exchange Act reports during the preceding 12 months; and ·• at least one year has elapsed from the time that company filed with the SEC current Form 10 type information specifying its status as an entity that is not a shell company.

As a result, any person initially issued shares of our common stock, excluding those shares registered in our effective registration statement, may not be entitled to sell such shares until the above conditions have been satisfied. Upon satisfaction of these conditions, such sales by our affiliates would be limited by manner of sale provisions and notice requirements and the availability of current public information, about us as set forth above.

Cash Dividends

The holders of our common stock are entitled to receive dividends on a pro rata based on the number of shares held, when and if declared by our Board of Directors, from funds legally available for that purpose. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend we would not be able to pay our debts as they become due in the normal course of business; or except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution. We do not, however, intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business.

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Our shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.

There are no restrictions on dividends under any loan or other financing arrangements.

We paid no dividends on our common stock in ~~2018~~2019. We do not have a policy of paying regular dividends and do not expect to pay any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings for our business. The payment of any future dividends on our common stock will be determined by our Board of Directors and will depend on business conditions, our financial earnings and other factors.

Outstanding Stock Options, Purchase Warrants and Convertible Securities

We have no outstanding stock options, purchase warrants or convertible securities.

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Equity Compensation Plans, Bonus Plans

We have no such plans. None have been approved. We have no Compensation Committee.

Pension Benefits

We do not have any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

Debt Securities

We have no debt securities outstanding.

Repurchase Programs

There is currently no share repurchase program pending.

Item 6. Selected Financial Data.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management'’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in "“Item 8. Financial Statements and Supplementary Data."”

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Overview

As of the date of this annual report, we have not sold any silicon energy clothing nor have we generated any revenue from operations.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company had limited operations since its incorporation. As of December 31, ~~2018~~2019, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Fang-Ying Liao, our president and sole director, which commitment is for 24 months, and all amounts lent by Ms. Fang-Ying Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 24-month period after the date of that commitment, which date was April 1, 2018. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net loss of $~~141~~26,~~040~~976 and $~~188~~141,~~913~~040 for the years ended December 31, ~~2018~~2019 and ~~2017~~2018, and had an accumulated deficit of $~~595~~622,~~984~~960 and $~~454~~595,~~944~~984 as of December 31, ~~2018~~2019 and ~~2017~~2018, respectively. These conditions raise substantial doubt about the Company'’s ability to continue as a going concern.

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

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

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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Classification

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

Cash and Cash Equivalents

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

Beneficial Conversion Feature

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

Fair Value Measurements

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

·• Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. ·• Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ·• Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

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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. The carrying value of the Company’s notes payable and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates.

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended December 31, ~~2018~~2019 and ~~2017~~2018, the Company did 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 ~~December~~August ~~2017~~2018, the ~~Securities~~FASB ~~and Exchange Commission~~ issued ~~Staff Accounting Bulletin ("SAB") No. 118 (as further clarified by FASB~~ ASU 2018-0513, ~~Income~~Fair ~~Taxes~~Value Measurement (Topic ~~740~~820): ~~"Amendments~~Disclosure toFramework ~~SEC~~- ~~Paragraphs~~Changes ~~Pursuant~~ to ~~SEC~~the ~~Staff~~Disclosure ~~Accounting~~Requirements ~~Bulletin No. 118") to provide guidance~~ for ~~companies~~Fair ~~that~~Value ~~may~~Measurement. ~~not~~The ~~have~~ASU ~~completed~~modifies ~~their accounting for~~ the ~~income~~disclosure ~~tax~~requirements ~~effects of the Tax Cut and Jobs Act ("Tax Act")~~ in ~~the~~Topic ~~period of enactment~~820, ~~which~~Fair isValue ~~the period that includes December 22~~Measurement, ~~2017.~~by ~~SAB~~removing ~~No. 118 provides for a provisional one year measurement period for entities to finalize their accounting for~~ certain ~~income~~disclosure ~~tax~~requirements ~~effects~~ related to the ~~Tax~~fair ~~Act.~~value ~~SAB~~hierarchy, ~~No.~~modifying ~~118~~existing ~~provides~~disclosure ~~guidance~~requirements ~~where:~~related ~~(i)~~to ~~the~~measurement ~~accounting~~uncertainty ~~for the income tax effect of the Tax Act is complete~~ and ~~reported~~adding innew ~~the~~disclosure ~~Tax Act's enactment period~~requirements, ~~(ii)~~such ~~the~~as ~~accounting~~disclosing ~~for~~ the ~~income~~changes ~~tax~~in ~~effect~~unrealized ofgains ~~the Tax Act is incomplete~~ and ~~reported~~losses asfor ~~provisional amounts based on reasonable estimates (to~~ the ~~extent~~period ~~determinable)~~included ~~subject~~in toother ~~adjustments~~comprehensive ~~during~~income afor ~~limited~~recurring ~~measurement~~Level ~~period~~3 ~~until~~fair ~~complete,~~value ~~and~~measurements ~~(iii)~~held ~~accounting~~at ~~for~~ the ~~income~~end ~~tax effect~~ of the ~~Tax~~reporting ~~Act~~period isand ~~not~~disclosing ~~reasonably estimable (no related provisional amounts are reported in~~ the ~~enactment~~range ~~period)~~ and ~~entities~~weighted ~~would~~average ~~continue~~of tosignificant ~~apply~~unobservable ~~accounting~~inputs ~~based~~used onto ~~tax~~develop ~~law~~Level ~~provisions~~3 infair ~~effect~~value ~~prior~~measurements. toThis ~~the~~ASU ~~Tax~~is ~~Act~~effective ~~enactment~~for ~~until~~public ~~provisional~~companies ~~amounts~~for ~~are~~annual ~~reasonably~~reporting ~~estimable.~~periods ~~SAB~~and ~~No.~~interim ~~118~~periods ~~requires~~within ~~disclosure~~those ofannual ~~the~~periods ~~reasons~~beginning ~~for~~after ~~incomplete~~December ~~accounting additional information or analysis needed~~15, ~~among other relevant information~~2019. The Company is ~~continuing~~currently toevaluating ~~gather~~the ~~additional~~effect, ~~information~~if toany, ~~determine~~that the ~~final~~ASU ~~impact~~will have on its financial statements.

In ~~February~~December ~~2018~~2019, the FASB issued ASU No,. ~~2018~~2019-0212, ~~"Income~~Simplifying ~~Statement~~the -Accounting ~~Reporting~~for ~~Comprehensive~~ Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ConsequentlyTaxes, ~~the~~as ~~amendments~~part ~~eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness~~ of ~~information~~its ~~reported~~initiative to ~~financial~~reduce ~~statement~~complexity ~~users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change~~ in ~~tax~~accounting ~~laws or rates be included in income from continuing operations is not affected~~standards. The amendments in ~~this~~the ~~Update~~ASU ~~also require certain disclosures about stranded tax effects. The amendments in this Update~~ are effective for ~~all entities for~~ fiscal years beginning after December 15, ~~2018~~2020, ~~and~~including interim periods ~~within those fiscal years~~therein. Early adoption of the ~~amendments~~standard ~~in this Update~~ is permitted, including adoption in ~~any~~ interim ~~period,~~or ~~(1)~~annual ~~for public business entities for reporting~~ periods for which financial statements have not yet been issued ~~and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance~~. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is currently evaluating the ~~impact~~effect, ofif ~~adopting~~any, ~~this~~that ~~new~~the ~~guidance~~ASU will have on its financial ~~position, results of operations, statement of comprehensive income, and cash flows~~statements.

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.

9 Table of Contents

Results of Operations

The following presents the results of the Company for the year ended December 31, ~~2018~~2019, and ~~2017~~2018:

Net Revenues: We did not generate any revenue for the years ended December 31, ~~2018~~2019 and ~~2017~~2018. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $~~138~~85,~~600~~750 for the year ended December 31, ~~2018~~2019 as compared to $~~188~~138,~~202~~600 for the year ended December 31, ~~2017~~2018, representing a decrease of ~~$49~~52,~~602~~850 or ~~(26~~38.~~36)~~13%. ~~The~~Such decrease ~~in general and administrative expenses~~ was ~~primarily~~mainly attributable to the ~~decrease~~termination inof ~~legal,~~consultant ~~accounting, and professional~~ service ~~fees~~.

~~Loss~~11 ~~from~~Table ~~Operations: Loss from operations was $138,600 for the year ended December 31, 2018 as compared to $188,202 for the year ended December 31, 2017, representing a decrease~~ of ~~$49,602, or (26.36)%. Such decrease was mainly due to the decrease in general and administrative expenses.~~Contents

~~Other~~Loss ~~Income~~from ~~(Expenses)~~Operations: ~~Other~~Loss ~~income~~from ~~(expenses)~~operations was $(285,~~440)~~750 for the year ended December 31, ~~2018,~~2019 as compared to $~~(711)~~138,600 for the year ended December 31, ~~2017~~2018, representing ana ~~increase~~decrease of $152,~~729~~850, or ~~243~~38.1813%. ~~The~~Such ~~increase~~decrease ~~in other expenses~~ was ~~primarily~~mainly ~~because~~due ~~of the accrued interest payable~~ to ~~related parties during~~ the ~~year~~decrease ~~ended~~in ~~December~~general ~~31,~~and ~~2018~~administrative expenses.

~~Net~~Other ~~Loss~~Income (Expenses): ~~Net~~Other ~~loss~~income (expenses) was $~~141~~58,~~040~~774 for the year ended December 31, ~~2018~~2019, as compared to $~~188~~(2,~~913~~440) for the year ended December 31, ~~2017~~2018, representing aan ~~decrease~~increase of $4761,~~873,~~214. orSuch ~~(25.34%).~~increase ~~The~~was ~~decrease~~mainly inbecause ~~net~~one ~~loss~~of ~~was~~our aconsultants ~~result~~agreed to forgive the unpaid balance of $60,000 and we recorded the ~~reasons~~gain ~~described~~on ~~above~~forgiveness of debt as other income during the year ended December 31, 2019.

Net Loss: Net loss was $26,976 for the year ended December 31, 2019, as compared to $141,040 for the year ended December 31, 2018, representing a decrease of $114,064, or 80.87%. The decrease in net loss was a result of the reasons described above.

Liquidity and Capital Resources

As of December 31, ~~2018~~2019, we had working ~~capital (~~deficit) of $ (733,~~456)~~091 as compared to working ~~capital~~deficit of $~~130~~7,~~864~~456 as of December 31, ~~2017~~2018. Cash and cash equivalents were $339,~~117~~972 at December 31, ~~2018~~2019.

Net cash used in operating activities was $9723,~~514~~145 during the year ended December 31, ~~2018~~2019, compared to $~~191~~97,~~479~~514 during the year ended December 31, ~~2017~~2018, representing a decrease of $9374,~~965~~369. The decrease in ~~the~~ net cash used in operating activities for the year ended December 31, 2019 was primarily attributable to the decrease in net loss and ~~the~~ increase in ~~accrued~~due ~~expenses~~to shareholders, partially offset by the gain on forgiveness of debt.

~~Net~~We did not have net cash flow provided by ~~financing~~(used ~~activities was $0 for the year ended December 31, 2018, compared to $271,960 for the year ended December 31, 2017, representing a decrease of $271,960. The decrease~~ in) ~~net~~investing ~~cash~~and ~~provided by~~ financing activities ~~was because we had no additional capital injection from shareholder~~ during the year ended December 31, 2019 and 2018.

Net change in cash and cash equivalents was a decrease of $9723,~~514~~145 for the year ended December 31, ~~2018~~2019, compared to ana ~~increase~~decrease of $8097,~~481~~514 for the year ended December 31, ~~2017~~2018.

Capital Expenditures

Total capital expenditures during the years ended December 31, ~~2018~~2019 and ~~2017~~2018 were $0.

Inflation

Our opinion is that inflation has not had, and is not expected to have, a material effect on our operations.

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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As a smaller reporting company, we are not required to provide the information required by this item.

1012 Table of Contents

Item 8. Financial Statements and Supplementary Data.

FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm		F-21
Financial Statements:
Balance Sheets		F-32
Statements of Operations		F-43
Statements of Cash Flows		F-54
Statements of Stockholders Equity (Deficit)		F-65
Notes to Financial Statements		F-76

~~F-1~~13 Table of Contents

~~Audit~~REPORT ·OF ~~Tax~~INDEPENDENT ·REGISTERED ~~Consulting~~PUBLIC ·ACCOUNTING ~~Financial Advisory Registered with Public Company Accounting Oversight Board (PCAOB)~~FIRM

~~REPORT~~To OFthe ~~INDEPENDENT~~Board ~~REGISTERED~~of ~~PUBLIC~~Directors ~~ACCOUNTING~~and ~~FIRM~~Stockholders of HAHA Generation Corp.

ToOpinion on the ~~Board~~Financial ~~of Directors and Stockholders of HAHA Generation Corp.~~Statements

~~Opinion~~We onhave audited the ~~Financial~~accompanying ~~Statements~~balance sheets of HAHA Generation Corp. (the “Company”) as of December 31, 2019 and 2018, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019 and 2018, in conformity with the generally accepted accounting principles in the United States of America.

WeGoing have audited the accompanying balance sheets of HAHA Generation Corp. ( the Company) as of December 31, 2018 and 2017, the related statements of operations, stockholders equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for the years ended December 31, 2018 and 2017, in conformity with the U.S. generally accepted accounting principles.Concern

~~Basis~~The ~~for~~accompanying ~~Opinion~~financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company has incurred recurring losses from operations, has a working capital deficit, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~These~~Basis ~~financial~~for statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Opinion

WeThese ~~conducted~~financial ~~our~~statements ~~audits~~are ~~in accordance with~~ the ~~standards~~responsibility of the ~~PCAOB~~Company’s management. ~~Those~~Our ~~standards~~responsibility ~~require~~is ~~that we plan and perform the audit~~ to ~~obtain~~express ~~reasonable~~an ~~assurance~~opinion ~~about~~on ~~whether~~ the Company’s financial statements ~~are~~based ~~free~~on ofour ~~material misstatement, whether due to error or fraud~~audits. ~~The~~ ~~Company~~We isare ~~not~~a ~~required~~public toaccounting ~~have,~~firm ~~nor~~registered ~~were~~with wethe ~~engaged~~Public toCompany ~~perform,~~Accounting anOversight ~~audit~~Board of(United ~~its~~States) ~~internal~~(“PCAOB”) ~~control~~and ~~over financial reporting. As part of our audits we~~ are required to ~~obtain~~be anindependent ~~understanding~~with ofrespect ~~internal~~to ~~control~~the ~~over~~Company ~~financial~~in ~~reporting~~accordance ~~but~~with ~~not~~the ~~for~~U.S. ~~the~~federal ~~purpose~~securities oflaws ~~expressing~~and anthe ~~opinion~~applicable onrules ~~the~~and ~~effectiveness~~regulations of the ~~Companys~~Securities ~~internal~~and ~~control~~Exchange ~~over~~Commission ~~financial~~and ~~reporting.~~the ~~Accordingly, we express no such opinion~~PCAOB.

~~Our~~We ~~audits~~conducted ~~included~~our ~~performing~~audits ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material~~the ~~misstatement~~PCAOB. ofThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,. ~~and~~The ~~performing~~Company ~~procedures~~is ~~that~~not ~~respond~~required to ~~those~~have, ~~risks.~~nor ~~Such~~were ~~procedures~~we ~~included~~engaged ~~examining~~to perform, onan aaudit ~~test~~of ~~basis,~~its ~~evidence~~internal ~~regarding~~control ~~the~~over ~~amounts~~financial ~~and~~reporting. ~~disclosures~~As inpart ~~the~~of ~~financial~~our ~~statements.~~audits ~~Our~~we ~~audits~~are ~~also~~required ~~included~~to ~~evaluating~~obtain ~~the~~an ~~accounting~~understanding ~~principles~~of ~~used~~internal ~~and~~control ~~significant~~over ~~estimates~~financial ~~made~~reporting bybut ~~management,~~not asfor ~~well~~the aspurpose ~~evaluating~~of ~~the~~expressing ~~overall~~an ~~presentation~~opinion ofon the ~~financial~~effectiveness ~~statements.~~of Wethe ~~believe~~Company’s ~~that~~internal ~~our~~control ~~audits~~over ~~provide~~financial areporting. ~~reasonable~~Accordingly, ~~basis~~we ~~for~~express ~~our~~no such opinion.

~~The~~Our ~~accompanying~~audits ~~financial~~included ~~statements~~performing ~~have~~procedures ~~been~~to ~~prepared~~assess ~~assuming that~~ the ~~Company~~risks ~~will~~of ~~continue~~material asmisstatement aof ~~going~~the ~~concern.~~financial Asstatements, ~~described~~whether indue ~~Note 1~~ to ~~the~~error ~~financial~~or ~~statements~~fraud, ~~the~~and ~~Company~~performing ~~has~~procedures ~~incurred~~that ~~losses~~respond ~~from~~to ~~operations,~~those ~~has~~risks. aSuch ~~working~~procedures ~~capital~~included ~~deficit~~examining, ~~and~~on isa intest ~~need~~basis, ofevidence ~~additional~~regarding ~~capital~~the toamounts ~~grow~~and ~~its~~disclosures ~~operations~~in sothe ~~that~~financial ~~it can become profitable~~statements. ~~These~~Our ~~factors~~audits ~~raise~~also ~~substantial~~included ~~doubt~~evaluating ~~about~~ the ~~Companys~~accounting ~~ability~~principles toused ~~continue~~and assignificant aestimates ~~going~~made ~~concern.~~by ~~Managements~~management, ~~plans~~as ~~with~~well ~~regard~~as toevaluating ~~these~~the ~~matters~~overall ~~are~~presentation ~~described~~of inthe ~~Note 1. The accompanying~~ financial statements. doWe ~~not~~believe ~~include any adjustments~~ that ~~might~~our ~~result~~audits ~~from~~provide ~~the~~a ~~outcome~~reasonable ofbasis ~~this~~for ~~uncertainty~~our opinion.

/s/ KCCW Accountancy Corp.

We have served as the ~~Companys~~Company’s auditor since 2015.

Diamond Bar, California

March 1427, ~~2019~~2020

F-21 Table of Contents

HAHA GENERATION CORP.

BALANCE SHEETS

	December 31.			December 31,
	2018			2017
	2019			2018
Assets
Current Assets
Current assets
Cash and cash equivalents	$	339,~~117~~972		$	~~130~~33,~~631~~117
Prepaid expense		1,124			4,125
Prepaid expenses		1,124			1,124
Total current assets		3411,~~241~~096			~~134~~34,~~756~~241
Total Assets	$	3411,~~241~~096		$	~~134~~34,~~756~~241
Liabilities and Stockholders Equity (Deficit)
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Current liabilities
Accrued expenses		38,000			585
Accrued expense and other liabilities	$	24,000		$	38,000
Due to shareholders		3,697			3,307
Due to related parties		20,187			3,697
Total current liabilities		4144,~~697~~187			341,~~892~~697
Noncurrent Liabilities
Noncurrent liabilities
Convertible notes payable related parties		271,960			271,960
Convertible notes payable – related parties		-			271,960
Accrued interest related parties		3,569			849
Accrued interest - related parties		-			3,569
Total Liabilities		317,226			276,701
Total liabilities		44,187			317,226
Stockholders Equity
Stockholders’ deficit
Preferred stock, $0.001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.001 par value; 1,000,000,000 shares authorized,1,498,280 shares issued and outstanding		1,498			1,498
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 1,498,280 shares issued and outstanding as of December 31, 2019 and 2018		1,498			1,498
Additional paid-in capital		~~311~~588,~~501~~371			311,501
Accumulated deficit		(~~595~~622,~~984~~960	)		(~~454~~595,~~944~~984	)
Total Stockholders Equity (Deficit)		(282,985	)		(141,945	)
Total stockholders’ deficit		(33,091	)		(282,985	)
Total Liabilities and Stockholders Equity (Deficit)	$	34,241		$	134,756
Total Liabilities and Stockholders’ Deficit	$	11,096		$	34,241

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

F-32 Table of Contents

HAHA GENERATION CORP. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

HAHA GENERATION CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	2019			2018
Net revenue	$	-		$	-

General and administrative expenses		85,750			138,600

Loss from operations		(85,750	)		(138,600	)

Other income (expense)
Interest income		115			280
Interest expense – related parties		(1,341	)		(2,720	)
Gain on forgiveness of debt		60,000			-
Total other income (expense)		58,774			(2,440	)

Loss before income taxes		(26,976	)		(141,040	)
Provision for income taxes		-			-
Net loss	$	(26,976	)	$	(141,040	)

Net loss per share
Basic and diluted	$	(0.02	)	$	(0.09	)

Weighted Average Shares Outstanding:
Basic and diluted		1,498,280			1,498,280

	2018			2017
Net revenue	$	-		$	-
General and administrative expenses		138,600			188,202
Loss from operations		(138,600	)		(188,202	)
Other income (expense)
Interest income		280			138
Interest expense related parties		(2,720	)		(849	)
Total other income (expense)		(2,440	)		(711	)
Loss before income taxes		(141,040	)		(188,913	)
Provision for income taxes		-			-
Net loss	$	(141,040	)	$	(188,913	)
Net loss per share
Basic and diluted	$	(0.09	)	$	(0.13	)
Weighted Average Shares Outstanding:
Basic and diluted		1,498,280			1,498,280

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

~~The~~F-3 ~~accompanying~~Table ~~notes to financial statements are an integral part~~ of ~~these statements.~~Contents

F-4 Table of Contents

HAHA GENERATION CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2017		1,498,280	$	1,498	$	311,501	$	(454,944	)	$	(141,945	)
Net loss		-		-		-		(141,040	)		(141,040	)
Balance at December 31, 2018		1,498,280		1,498		311,501		(595,984	)		(282,985	)
Capital contribution by related party through debt conversion		-		-		276,870		-			276,870
Net loss		-		-		-		(26,976	)		(26,976	)
Balance at December 31, 2019		1,498,280	$	1,498	$	588,371	$	(622,960	)	$	(33,091	)

HAHA GENERATION CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
	2018			2017
Cash Flows from Operating Activities
Net loss	$	(141,040	)	$	(188,913	)
Changes in assets and liabilities:
Decrease (Increase) in other receivable		-			1,010
Decrease (Increase) in prepaid expenses		3,001			(3,000	)
Increase (Decrease) in accrued expenses		37,415			(1,415	)
Increase (Decrease) in due to shareholders		390			(10	)
Increase (Decrease) in accrued interest - related parties		2,720			849
Net cash used in operating activities		(97,514	)		(191,479	)
Cash Flows from Financing Activities
Proceeds from convertible note issued to related parties		-			271,960
Net cash provided by financing activities		-			271,960
Net increase (decrease) in cash and cash equivalents		(97,514	)		80,481
Cash and Cash Equivalents
Beginning		130,631			50,150
Ending	$	33,117		$	130,631
Supplemental Disclosure of Cash Flows
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

~~The~~F-4 ~~accompanying~~Table ~~notes to financial statements are an integral part~~ of ~~these statements.~~Contents

F-5 Table of Contents

HAHA GENERATION CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	2019			2018
Cash Flows from Operating Activities
Net loss	$	(26,976	)	$	(141,040	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt		(60,000	)		-
Changes in assets and liabilities:
Decrease in prepaid expenses		-			3,001
Increase in accrued expenses		46,000			37,415
Increase in due to related parties		16,490			390
Increase in accrued interest - related parties		1,341			2,720
Net cash used in operating activities		(23,145	)		(97,514	)

Net decrease in cash and cash equivalents		(23,145	)		(97,514	)

Cash and Cash Equivalents
Beginning		33,117			130,631
Ending	$	9,972		$	33,117

Supplemental Disclosure of Cash Flows
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Non-cash financing and investing activities
Capital contribution by related party through debt conversion	$	276,870		$	-

~~HAHA~~The ~~GENERATION~~accompanying ~~CORP.~~notes ~~STATEMENTS~~to OFfinancial ~~STOCKHOLDERS~~statements ~~EQUITY~~are ~~FOR~~an ~~THE~~integral ~~YEARS~~part ~~ENDED~~of ~~DECEMBER~~these ~~31, 2018 AND 2017~~statements.

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2016		1,498,280	$	1,498	$	311,501	$	(266,031	)	$	46,968
Net loss		-		-		-		(188,913	)		(188,913	)
Balance at December 31, 2017		1,498,280	$	1,498	$	311,501	$	(454,944	)	$	(141,945	)
Net loss		-		-		-		(141,040	)		(141,040	)
Balance at December 31, 2018		1,498,280	$	1,498	$	311,501	$	(595,984	)	$	(282,985	)

F-5

Table of Contents

~~F-6~~HAHA ~~Table~~GENERATION ~~of Contents~~CORP.

~~HAHA~~NOTES ~~GENERATION~~TO ~~CORP.~~FINANCIAL STATEMENTS

~~NOTES~~NOTE TO1. ~~FINANCIAL~~NATURE ~~STATEMENTS~~OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

~~DECEMBER~~Basis ~~31,~~of ~~2018~~Presentation and Organization

~~NOTE~~HAHA 1Generation Corp. ~~NATURE~~(the OF“Company”) ~~OPERATIONS~~was ~~AND~~incorporated ~~SUMMARY~~on OFJune ~~ACCOUNTING~~10, ~~POLICIES~~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 is in the process of evaluating potential business opportunities, although the Company cannot give any assurance that it will be able to acquire or commence profitable operations.

~~Basis~~The ofCompany’s ~~Presentation~~fiscal ~~and~~year-end ~~Organization~~is December 31.

~~HAHA~~Going Generation Corp., (the Company), was incorporated on June 10, 2014 in the State of Nevada. The Company has conducted limited business operations and had no revenues from operations since its inception. The Companys business plan is to distribute fabrics that were made out of silicon crystals. Concern

The ~~Companys~~accompanying ~~year~~financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2019, the Company has not emerged from the development stage and had limited operations. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Fang-~~end~~Ying Liao, our president and sole director, which commitment is for 24 months, and all amounts lent by Ms. Fang-Ying Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 24-month period after the date of that commitment, which date was April 1, 2018. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred loss from operations of $26,976 for the year ended December 31, 2019, and had an accumulated deficit of $622,960 as of December 31, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~Going~~The ~~Concern~~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 ~~accompanying~~future ~~financial statements have been prepared assuming the Company will continue as a going concern. The Company had limited operations since its incorporation. As~~ of ~~December 31, 2018,~~ the Company ~~has not emerged from the development stage. In view of these matters, the Companys ability to continue as a going concern~~ is dependent upon ~~the~~its ~~Companys~~ ability to ~~begin~~obtain ~~operations~~financing and toupon ~~achieve a level of profitability. The Company intends on financing its~~ future ~~development~~profitable ~~activities~~operations ~~and its working capital needs largely~~ from the ~~sale~~development of ~~public~~its ~~equity~~planned ~~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~~business. ~~Fang-Ying~~The ~~Liao~~Company ~~pursuant~~plans to ~~that~~seek ~~commitment~~additional ~~shall~~funds ~~not~~through ~~accrue~~private ~~interest~~placements ~~and shall be payable on demand; provided however, such command will not be made prior to the expiration~~ of ~~that~~its ~~24-~~equity ~~month~~securities ~~period~~and/or ~~after~~capital ~~the~~contributions ~~date of that commitment, which date was April 1, 2018. The financial statements of the Company did not include any adjustments relating to the recoverability~~ and ~~classification~~loans offrom ~~recorded~~officer ~~assets, or the amounts~~ and ~~classifications~~director. ofThese ~~liabilities~~conditions ~~that~~raise ~~might~~substantial bedoubt ~~necessary~~about ~~should~~ the Company’s beability ~~unable~~ to continue as a going concern. AsThe ~~shown in the accompanying~~ financial statements, ~~the~~included ~~Company~~in ~~has incurred net loss of $141,040 and $188,913 for~~ the ~~years~~registration ~~ended~~statement ~~December 31, 2018 and 2017, and had an accumulated deficit~~ of ~~$595,984~~which ~~and~~this ~~$454,944~~prospectus asis ofa ~~December~~part ~~31,~~do ~~2018~~not ~~and~~include ~~2017,~~any ~~respectively.~~adjustments ~~These~~that ~~conditions~~might ~~raise~~occur ~~substantial~~from ~~doubt~~this ~~about the Companys ability to continue as a going concern~~uncertainty.

~~The~~Use ~~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 Companys losses raise substantial doubt about its ability to continue as a going concern. The Companys financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.Estimates

The ~~future~~preparation of ~~the~~financial ~~Company~~statements isin ~~dependent~~conformity ~~upon~~with ~~its~~generally ~~ability~~accepted toaccounting ~~obtain~~principles ~~financing~~in ~~and upon future profitable operations from~~ the ~~development~~United States of ~~its~~America, ~~planned~~requires ~~business.~~management ~~The~~to ~~Company~~make ~~plans~~estimates toand ~~seek~~assumptions ~~additional~~that ~~funds~~affect ~~through~~the ~~private~~reported ~~placements~~amounts of ~~its~~assets ~~equity securities~~ and~~/or~~ ~~capital~~liabilities ~~contributions~~ and ~~loans~~disclosure ~~from~~of ~~officer~~contingent assets and ~~director.~~liabilities ~~These~~at ~~conditions~~the ~~raise~~date ~~substantial~~of ~~doubt about~~ the ~~Companys ability to continue as a going concern. The~~ financial statements ~~included~~and in the ~~registration~~reported ~~statement~~amounts of ~~which~~revenue ~~this~~and ~~prospectus~~expenses isduring athe ~~part~~reporting doperiod. ~~not~~Actual ~~include~~results ~~any~~could ~~adjustments~~differ ~~that might occur~~ from ~~this~~those ~~uncertainty~~estimates.

F-76 Table of Contents

~~Use of Estimates~~Classification

~~The~~Certain ~~preparation~~classifications ofhave ~~financial~~been ~~statements~~made into ~~conformity with generally accepted accounting principles in~~ the ~~United~~prior ~~States~~year offinancial ~~America,~~statements ~~requires~~to ~~management~~conform to ~~make estimates and assumptions that affect~~ the ~~reported~~current ~~amounts~~year ofpresentation. ~~assets~~The ~~and~~reclassification ~~liabilities~~had ~~and~~no ~~disclosure~~impact ofon ~~contingent~~previously ~~assets and liabilities at the date of the financial statements and the~~ reported ~~amounts~~net ofloss ~~revenue~~or ~~and~~accumulated ~~expenses during the reporting period~~deficit. ~~Actual results could differ from those estimates.~~

~~Classification~~Cash and Cash Equivalents

~~Certain~~Cash ~~classifications~~and ~~have~~cash ~~been~~equivalents ~~made~~include tocash ~~the~~and ~~prior~~all ~~year~~highly ~~financial~~liquid ~~statements~~instruments towith ~~conform~~original tomaturities ~~the~~of ~~current~~three ~~year~~months ~~presentation. The reclassification had no impact on previously reported net loss~~ or ~~accumulated deficit~~less.

~~Cash~~Concentration ~~and~~of ~~Cash~~Credit ~~Equivalents~~Risk

~~Cash~~The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents ~~include~~and restricted cash. The Company places its cash and ~~all~~temporary ~~highly~~cash ~~liquid~~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 ~~original~~respect ~~maturities~~to accounts receivables is limited due to the wide variety of ~~three~~customers ~~months~~and ormarkets ~~less~~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

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 ~~Companys~~Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:

·• Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. • Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

F-87 Table of Contents

	·	Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	·	Level 3 Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

~~The~~Revenue 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. The carrying value of the Companys notes payable and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates.Recognition

~~Revenue~~Revenues ~~Recognition~~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:

~~Revenues~~• ~~are~~identify ~~recognized when control of~~ the ~~promised~~contract ~~goods~~with ~~or services are transferred to~~ a customer,; in• anidentify ~~amount that reflects~~ the ~~consideration~~performance ~~that~~obligations ~~the Company expects to receive~~ in ~~exchange~~the ~~for~~contract; ~~those~~• ~~goods~~determine orthe ~~services.~~transaction ~~The~~price; ~~Company~~• ~~applies~~allocate the ~~following~~transaction ~~five~~price ~~steps~~to inperformance ~~order~~obligations toin ~~determine~~ the ~~appropriate~~contract; ~~amount~~and of• recognize revenue ~~to be recognized~~ as itthe ~~fulfills~~performance ~~its~~obligation ~~obligations~~is ~~under each of its agreements:~~satisfied.

·During ~~identify~~ the ~~contract~~years ~~with~~ended aDecember ~~customer;~~31, ·2019 ~~identify~~and ~~the~~2018, ~~performance obligations in~~ the ~~contract;~~Company ·has ~~determine~~not ~~the~~realized ~~transaction~~any ~~price;~~revenues ·from ~~allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied~~operations.

~~During~~Net ~~the~~Loss ~~years~~per ~~ended December 31, 2018 and 2017, the Company has not realized any revenues from operations.~~Share

~~Net~~Basic ~~Loss~~income (loss) per ~~Share~~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. For the years ended December 31, 2019 and 2018, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

~~Basic~~Income income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the years ended December 31, 2018 and 2017, the Company did not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.Taxes

~~F-9~~The ~~Table~~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 ~~Contents~~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.

~~Income~~Recent ~~Taxes~~Accounting Pronouncements

~~The~~In ~~Company~~August ~~accounts~~2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for ~~income~~Fair ~~taxes~~Value inMeasurement. ~~accordance~~The ~~with~~ASU ~~ASC~~modifies ~~740~~the disclosure requirements in Topic 820, ~~Income~~Fair ~~Taxes~~Value Measurement, ~~which~~by ~~requires~~removing ~~that~~certain disclosure requirements related to the ~~Company~~fair ~~recognize~~value ~~deferred~~hierarchy, ~~tax~~modifying ~~liabilities~~existing disclosure requirements related to measurement uncertainty and ~~assets~~adding ~~based~~new ondisclosure ~~the~~requirements, ~~differences~~such ~~between~~as disclosing the ~~financial~~changes ~~statement~~in ~~carrying~~unrealized ~~amounts~~gains and losses for the ~~tax~~period ~~basis~~included ofin ~~assets~~other ~~and~~comprehensive ~~liabilities,~~income ~~using~~for ~~enacted~~recurring ~~tax~~Level ~~rates~~3 infair ~~effect~~value inmeasurements ~~the~~held ~~years~~at the ~~differences~~end ~~are~~of ~~expected~~the toreporting ~~reverse.~~period ~~Deferred~~and ~~income~~disclosing ~~tax~~the ~~benefit~~range ~~(expense)~~and ~~results~~weighted ~~from~~average ~~the~~of ~~change~~significant inunobservable ~~net~~inputs ~~deferred~~used ~~tax~~to ~~assets~~develop orLevel ~~deferred~~3 ~~tax~~fair ~~liabilities~~value measurements. AThis ~~valuation~~ASU ~~allowance~~ is ~~recorded~~effective ~~when,~~for inpublic ~~the~~companies ~~opinion~~for ofannual ~~management,~~reporting itperiods isand ~~more~~interim ~~likely~~periods ~~than~~within ~~not~~those ~~that~~annual ~~some~~periods orbeginning ~~all~~after ofDecember 15, 2019. The Company is currently evaluating the effect, if any, ~~deferred~~that ~~tax~~the ~~assets~~ASU will ~~not~~have beon ~~realized~~its financial statements.

~~Recent~~F-8 ~~Accounting~~Table ~~Pronouncements~~of Contents

In December ~~2017~~2019, the ~~Securities~~FASB ~~and Exchange Commission~~ issued ~~Staff~~ASU ~~Accounting Bulletin (SAB)~~ No. ~~118 (as further clarified by FASB ASU 2018~~2019-0512, ~~Income~~Simplifying ~~Taxes~~the ~~(Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff~~ Accounting ~~Bulletin No. 118) to provide guidance~~ for ~~companies~~Income ~~that~~Taxes, ~~may~~as ~~not~~part ~~have completed their accounting for the income tax effects~~ of ~~the~~its ~~Tax~~initiative ~~Cut~~to ~~and~~reduce ~~Jobs~~complexity ~~Act (Tax Act)~~ in ~~the period of enactment, which is the period that includes December 22, 2017. SAB No. 118 provides for a provisional one year measurement period for entities to finalize their~~ accounting ~~for certain income tax effects related to the Tax Act~~standards. ~~SAB~~The ~~No. 118~~amendments ~~provides guidance where: (i) the accounting for the income tax effect of the Tax Act is complete and reported~~ in the ~~Tax~~ASU ~~Acts~~are ~~enactment~~effective ~~period, (ii) the accounting~~ for ~~the~~fiscal ~~income~~years ~~tax~~beginning ~~effect~~after ofDecember ~~the~~15, ~~Tax Act is incomplete and reported as provisional amounts based on reasonable estimates (to the extent determinable) subject to adjustments during a limited measurement period until complete~~2020, ~~and~~including ~~(iii)~~interim ~~accounting~~periods ~~for~~therein. ~~the~~Early ~~income~~adoption ~~tax effect~~ of the ~~Tax~~standard ~~Act~~ is ~~not~~permitted, ~~reasonably~~including ~~estimable~~adoption ~~(no related provisional amounts are reported~~ in ~~the~~interim ~~enactment~~or ~~period)~~annual ~~and~~periods ~~entities~~for ~~would~~which ~~continue~~financial tostatements ~~apply~~have ~~accounting~~not ~~based~~yet onbeen ~~tax law provisions in effect prior to the Tax Act enactment until provisional amounts are reasonably estimable~~issued. ~~SAB~~The ~~No.~~Company ~~118~~is ~~requires~~currently ~~disclosure~~evaluating of the ~~reasons~~effect, ~~for~~if ~~incomplete accounting additional information or analysis needed~~any, ~~among~~that ~~other~~the ~~relevant~~ASU ~~information.~~will ~~The~~have ~~Company~~on isits ~~continuing~~financial ~~to gather additional information to determine the final impact~~statements.

InNOTE February 2018, the FASB issued ASU No, 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2~~) for all other entities for reporting periods for which financial statements have not yet been made available for issuance~~. ~~The~~ACCRUED amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is currently evaluating the impact of adopting this new guidance on its financial position, results of operations, statement of comprehensive income, and cash flows.EXPENSES

~~F-10~~Accrued ~~Table~~expenses consist of ~~Contents~~the following:

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.

	December 31,		December 31,
	2019		2018

Accrued professional fees	$	24,000	$	38,000

~~NOTE~~On 2May 5, 2017, the Company and ACE Global Advisory, Inc., ~~ACCRUED~~(the ~~EXPENSES~~“Consultant”), a California corporation, entered into a consulting agreement (the “ACE Agreement”) expiring on December 31, 2018, pursuant to which the Company agreed to pay an aggregate amount of $250,000 to the Consultant. On April 22, 2019, the Consultant agreed to forgive the remaining balance of $60,000. The Company has recorded the gain on forgiveness of debt as other income in the Statements of Operations during the year ended December 31, 2019.

~~Accrued~~NOTE ~~expenses~~3. ~~consist~~DUE ofTO ~~the~~RELATED ~~following:~~PARTIES

	December 31,		December 31,
	2018		2017
Accrued professional fees	$	38,000	$	585

The Company has advanced funds from its shareholders for working capital purposes. As of December 31, 2019 and 2018, there were $20,187 and $3,697 advances outstanding. The Company and its shareholders have agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the shareholders.

NOTE 34. ~~DUE~~CONVERTIBLE TONOTES ~~SHAREHOLDERS~~PAYABLE - RELATED PARTIES

~~The~~1% ~~Company~~Unsecured ~~has~~Convertible ~~advanced~~Promissory ~~funds~~Notes ~~from~~dated ~~its~~September ~~shareholders for working capital purposes. As of December 31~~8, ~~2018 and~~ 2017, there were $3,697 and 3,307 advances outstanding respectively. The Company and its shareholders have agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the shareholders.

~~NOTE~~On 4September 8, 2017, the Company sold $271,960 in aggregate principal amount of convertible promissory note (the “Convertible Promissory Notes”) to Shiny City Co., ~~CONVERTIBLE~~Ltd. ~~NOTES~~(the ~~PAYABLE-RELATED~~“Shiny ~~PARTIES~~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.

1%On ~~Unsecured~~July 24, 2019, the Company and Shiny City entered into an addendum to the Convertible Promissory Notes, ~~dated~~pursuant ~~September~~to 8which the Company agreed to issue 276,870,180 ~~2017~~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 December 31, 2019, these shares have not been issued.

OnNOTE ~~September 8, 2017, the Company sold $271,960 in aggregate principal amount of convertible promissory note (the Convertible Notes) to Shiny City Co~~5., ~~Ltd.~~INCOME (the Shiny City), a Taiwanese company owned by one of major shareholders of the Company. The Convertible Notes will mature on September 7, 2020 with accrued interest at 1% per annum due upon maturity. As of December 31, 2018 and 2017, the accrued interest in connection with this Convertible Notes was $3,569 and $849, respectively. TAXES

~~Upon~~The ~~the~~Company ~~closing~~files ofincome atax ~~Qualified~~returns ~~Financing,~~in ~~defined as~~ the ~~issuance~~U.S. offederal ~~equity~~jurisdiction. ~~securities~~The toCompany ~~investors~~is onnot orcurrently ~~before~~under ~~the~~examination ~~date~~by of the ~~repayment~~Internal inRevenue ~~full~~Service ofor ~~this Convertible Notes in~~ any ~~equity~~state ~~financing~~income ~~resulting~~tax inauthorities. ~~gross~~The ~~proceeds~~2015 ofthrough at2017 ~~least~~tax ~~$1,000,000~~years ~~(including~~remain ~~the~~subject ~~conversion~~to ofexamination ~~Convertible Notes and other debt), the outstanding principal and accrued interest of the Convertible Notes shall be automatically converted in whole without any further action~~ by ~~Shiny City into common stock shares of~~ the ~~Company~~Internal atRevenue ~~a conversion price at $1~~Service.00 ~~per share.~~

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 ~~accordance~~addition, ~~with~~the ~~ASC~~Company ~~470~~must re-20measure its net deferred tax assets and liabilities using the Federal Tax Rate that will apply when these amounts are expected to reverse. As of December 31, 2019 and 2018, the Company ~~recognized~~can ~~none~~determine ofa ~~intrinsic~~reasonable ~~value~~estimate for certain effects of ~~embedded~~tax ~~beneficial~~reform ~~conversion~~and ~~feature~~is ~~present~~recording inthat estimate as a provisional amount. The provisional remeasurement of the ~~Convertible~~deferred ~~Notes~~tax asassets and allowance valuation of deferred tax assets at December 31, 2019 and 2018. resulted in a net effect of $0 discrete tax expenses (benefit).

F-119 Table of Contents

~~NOTE~~As 5of December 31, 2019, the Company had net operating loss carry forwards of approximately $622,960 that may be available to reduce future years’ taxable income. ~~INCOME~~Future ~~TAXES~~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.

AsThe ofprovision ~~December~~for ~~31,~~federal ~~2018, the Company had net operating loss carry forwards of approximately $595,984 that may be available to reduce future years taxable~~ income ~~through 2038. Future~~ tax ~~benefits~~consists ~~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.~~following:

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 (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 December 31, 2018 and 2017, the Company can determine a reasonable estimate for certain effects of tax reform and is recording that estimate as a provisional amount. The provisional remeasurement of the deferred tax assets and allowance valuation of deferred tax assets at December 31, 2018 and 2017 resulted in a net effect of $0 discrete tax expenses (benefit). The provisional remeasurement amount is anticipated to change as data becomes available allowing more accurate scheduling of the deferred tax assets and liabilities primarily related to net operating loss carryover.

	For the Years Ended December 31,
	2019			2018
Federal income tax expenses (benefit) attributable to:
Current operations	$	(5,665	)	$	(29.618	)
Less: valuation allowance		5,665			29,618
Net provision for Federal income taxes	$	-		$	-

The ~~provision~~significant ~~for~~items ~~federal~~comprising ~~income~~the Company’s net deferred tax ~~consists~~amount as of ~~the~~December ~~following~~31, ~~for~~2019 ~~the~~and ~~years~~2018 ~~ended~~is ~~December~~as 31follows:

	2018			2017
	2019			2018
Federal income tax benefit attributable to:
Deferred tax asset attributable to:
Current Operations	$	29,618		$	39,672
Net operating loss carryover	$	130,821		$	125,156
Less: valuation allowance		(29130,~~618~~821	)		(39125,~~672~~156	)
Net provision for Federal income taxes	$	-		$	-
Net deferred tax asset	$	-		$	-

The ~~significant~~difference ~~item~~between ~~comprising~~the effective rate reflected in the ~~Companys~~provision ~~net~~for ~~deferred~~income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax ~~amount~~rate asfor ofthe years ended December 31, ~~2018~~2019 and ~~2017~~2018 isare asanalyzed ~~follows~~below:

	2018			2017
	For the Years Ended December 31,
Deferred tax asset attributable to:
	2019			2018
Net operating loss carryover	$	125,156		$	95,538
Statutory tax benefit		(21	)%		(21	)%
Less: valuation allowance		(125,156	)		(95,538	)
Change in deferred tax asset valuation allowance		21	%		21	%
Net deferred tax asset	$	-		$	-
Provision for income taxes		-	%		-	%

~~The~~For ~~difference between~~ the ~~effective~~year ~~rate~~ended ~~reflected~~December in31, ~~the~~2019 ~~provision~~and ~~for~~2018, ~~income~~the ~~taxes~~Company onhad ~~loss~~no ~~before~~unrecognized ~~taxes~~tax benefits and ~~the~~related ~~amounts~~interest ~~determined~~and bypenalties ~~applying the applicable statutory U~~expenses.S. ~~tax~~Currently, ~~rate for~~ the ~~years~~Company ~~ended~~is ~~December~~not ~~31,~~subject ~~2018~~to ~~and~~examination ~~2017~~by ~~are~~major ~~analyzed~~tax ~~below:~~jurisdictions.

	2018			2017
Statutory tax benefit		(21	)%		(34	)%
Provisional remeasurement of deferred taxes		-	%		13	%
Permanent items		-	%		-	%
Change in deferred tax asset valuation allowance		21	%		21	%
Provision for income taxes		-	%		-	%

NOTE 6. STOCKHOLDERS’ EQUITY (DEFICIT)

~~F-12~~On ~~Table~~June 20, 2016, the Company, pursuant to action by a Written Consent of ~~Contents~~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.

~~For~~F-10 ~~the~~Table ~~years~~of ended December 31, 2018 and 2017, 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.Contents

~~NOTE~~Effective 6on 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 ~~STOCKHOLDERS~~to ~~EQUITY~~$0.001, ~~(DEFICIT)~~and to increase the number of preferred stock authorized from 0 to 20,000,000, par value of $0.001.

On ~~April~~July 3024, ~~2016~~2019, the Company ~~issued~~and 89Shiny City entered into an addendum to the Convertible Promissory Notes,~~375~~ pursuant to which the Company agreed to issue 276,870,180 shares of common stock to ~~fifty-two~~Shiny ~~shareholders~~City ~~for~~at a conversion price of $~~111,718~~0.001 per share to repay the Convertible Promissory Notes in ~~cash~~full, including the principal amount of $271,960 and accrued interest of $4,910 as of June 30, 2019. As of December 31, 2019, these shares have not been issued (see Note 4).

OnNOTE 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 Companys common stock to 25,000,000 and effectuate a forward stock split on a 5 for 1 basis (the Certificate)7. ~~Pursuant~~SUBSEQUENT to the Certificate, the authorized number of shares of the Companys common stock is increased to 25,000,000, par value $0.1, and the Company issues 5 shares for every 1 share of the Companys 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 Companys 1 to 5 forward stock split.EVENTS

~~Effective~~Management onhas ~~January~~evaluated 5,subsequent ~~2018,~~events through the ~~Company~~date ~~amended~~which ~~its~~the ~~Articles~~financial ofstatements ~~Incorporation~~are available to ~~increase~~be ~~the~~issued. ~~number~~All ofsubsequent ~~common~~events ~~stock~~requiring ~~authorized~~recognition ~~from~~as ~~25,000,000~~of toDecember 131,~~000,000,000,~~ to2019 ~~change~~have ~~par~~been ~~value~~incorporated ofinto ~~common~~these ~~stock~~financial ~~from~~statements ~~$0.1~~and tothere ~~$0.001,~~are ~~and~~no tosubsequent ~~increase~~events ~~the~~that ~~number~~require ofdisclosure ~~preferred~~in ~~stock~~accordance ~~authorized~~with ~~from~~FASB 0ASC toTopic 20855,~~000,000,~~ ~~par~~“Subsequent ~~value of $0~~Events.~~001.~~”

~~NOTE~~****** ~~7. SUBSEQUENT EVENTS~~

~~Management~~F-11 ~~has~~Table ~~evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as~~ of ~~December 31, 2018 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.~~Contents

******

F-13 Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Management s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our disclosure controls and procedures ( Disclosure Controls ), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), as of December 31, ~~2018~~2019, the end of the year covered by this annual report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, who is the same person and our sole director. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, due to our limited internal audit function and our very limited staff, our disclosure controls were not effective as of December 31, ~~2018~~2019, such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC'’s rules and forms and (ii) accumulated and communicated to the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Management s Report of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 ( Section 404 ). Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2018~~2019. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2018~~2019, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting functions and (iv) the absence of any independent directors. Therefore, our internal controls over financial reporting were not effective as of December 31, ~~2018~~2019.

Management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. The lack of any separation of duties, with the same person, who is our only employee who serves as both chief executive officer and chief financial officer, and who does not have an accounting background and serves on a part-time basis, makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.

Due to our size and nature, segregation of all conflicting duties is not possible. However, to the extent possible, we plan to implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals if and when we have sufficient income to enable us to hire such individuals, and we cannot give any assurance that we will be able to hire such personnel. Our financial condition makes it difficult for us to implement a system of internal controls over financial reporting.

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Until we generate significantly greater revenues and employ accounting personnel, it is doubtful that we will be able implement any system which provides us with any degree of internal controls over financial reporting. Due to the nature of this material weakness in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could not be prevented or detected.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

During the ~~period~~4th quarter of the year ended December 31, ~~2018~~2019, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Offices and Corporate Governance.

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name		Age		Position		Date of Appointment
Fang-Ying Liao		2729		President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director		August 21, 2017

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Fang-Ying Liao, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Ms. Fang-Ying Liao has been the Director and Secretary of Poseidon Power Technology Corp. since January 2017. She has also been the Director and President at HAHA Generation Power Corp. since November 2016. Before that, she served as the Special Assistant at Shinin Silica Corp. from January 2013 to October 2015, F&B Senior Staff at W Hotel Taipei from July 2012 to December 2012, and Office Assistant at Shiny City Co., Ltd. from February 2011 to June 2012. Ms. Liao studied Hotel Management at Hotel Institute Montreux, Switzerland from February 2010 to January 2011. We believe her management experience and expertise will greatly contribute to the growth of the company.

There are no family relationships among our directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

	1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Section 16 Compliance

The Company is not aware of any securities transaction during the fiscal year ended December 31, ~~2018~~2019, or subsequent thereto what would require a filing pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Audit Committee Financial Expert

Our current director acts as our audit committee. The current director is not independent. An informal search is under way to identify a suitable candidate for service on the Board of Directors as an independent director who would be qualified as an audit committee financial expert.

Audit Committee

We have not yet appointed an audit committee, and our director currently acts as our audit committee. At the present time, we believe that our director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Company, however, recognizes the importance of good corporate governance and intends to add additional directors to the Board of Directors and appoint an audit committee comprised entirely of independent directors, including at least one financial expert.

Limitation on Liability and Indemnification of Directors and Officers

Our articles of incorporation provide that no director or officer shall have any liability to the Company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.

Our articles of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person s office or position. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.

Code of Ethics; Financial Expert

We have a Code of Ethics applicable to our principal executive, financial and accounting officers. A copy of that Code of Ethics is attached as Exhibit 14 to that Registration Statement on Form S-1 filed with the SEC on October 16, 2015. We do not have a financial expert on our Board of Directors.

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Item 11. Executive Compensation.

The following table provides summary information concerning compensation paid or accrued by us to our named executive officers for services rendered to us for the years ended December 31, ~~2018~~2019 and ~~2017~~2018.

SUMMARY COMPENSATION TABLE

Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan ($)		Non-qualified Deferred Compensation Earnings ($)		All other compensation ($)		Total ($)
Fang-Ying Liao President, CEO, CFO, Secretary and Treasurer	2018		0		0		0		0		0		0		0	$	0
Fang-Ying Liao President, CEO, CFO,	2019		0		0		0		0		0		0		0	$	0
	2017		0		0		0		0		0		0		0	$	0
Secretary and Treasurer	2018		0		0		0		0		0		0		0	$	0
Hsuan-Hsien Liao Former President, Secretary
and Treasurer	2017		0		0		0		0		0		0		0	$	0

We have not entered into any employment agreements.

As of our fiscal year ended December 31, ~~2018~~2019, we did not have any stock option plan or stock incentive plan and there were no outstanding equity awards as of our fiscal year ended December 31, ~~2018~~2019. No equity awards were granted during the year ended December 31, ~~2018~~2019.

Our Director did not receive compensation for services as a director. Our director did not receive any reimbursement for travel or other expenses incurred in connection with attending meetings of the board and its committees, if any.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the number of shares of common stock beneficially owned as of March 2530, ~~2019~~2020, by (i) those persons or groups known to us to beneficially own more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the Exchange Act ) based upon information furnished by persons listed or contained in filings made by them with the SEC or by information provided by such persons directly to us.

Beneficial ownership percentages are calculated based on shares of common stock issued and outstanding and is based on a total of 1278,~~498~~368,~~280~~460 shares of common stock that were issued and outstanding as of March 2530, ~~2019~~2020. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. The number of shares beneficially owned by a person includes shares of common stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 2530, ~~2019~~2020. The shares issuable pursuant to the exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite that person s name, subject to community property laws, where applicable, unless otherwise noted in the applicable footnote.

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Except as indicated below, each of the stockholders listed below possesses sole voting and investment power with respect to their shares and the address of each person is c/o HAHA Generation Corp., 6F., No.364, Sec. 5, Zhongxiao E. Road, Xinyi District Taipei City, 11060, Taiwan (Republic of China).

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
Director and Executive Officer
Fang-Ying Liao		164,125		100.9506	%
Directors and Officers as a Group (1 person)		164,125		100.9506	%
5% or more shareholder
Hsuan-Hsien Liao		244,075		16.29	%
Hu Wen-Hua Liao (1)		277,035,180		99.52	%
Ren-Li Liao		164,950		11.01	%
Shiny City Co., Ltd. (1)		276,870,180		99.46	%
Hu Wen-Hua Liao		165,000		11.01	%
Yu-Seng Liao		160,500		10.71	%

14(1) ~~Table~~Through Shiny City Co., Ltd. Mr. Liao has the sole voting and disposition power over the shares held by Shiny City Co., Ltd. Mr. Liao is also the father of ~~Contents~~Fang-Ying Liao, our sole director and officer.

Due to Shareholders

The Company has advanced funds from its ~~shareholder~~shareholders for working capital purposes. As of December 31, ~~2018~~2019 and ~~2017~~2018, there were $320,~~697~~187 and $3,~~307~~697 advances outstanding~~, respectively~~. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the ~~shareholder~~shareholders.

Convertible Notes Payable - Related Parties

1% Unsecured Convertible Promissory Notes dated September 8, 2017

On September 8, 2017, the Company sold $271,960 in aggregate principal amount of convertible promissory note (the “Convertible ~~Notes~~Promissory Notes”) to Shiny City Co., Ltd. (the “Shiny City ”), a Taiwanese company owned by one of ~~beneficial~~major shareholders of the Company. The Convertible Promissory Notes will mature on September 7, 2020 with accrued interest at 1% per annum due upon maturity. ~~As of December 31, 2018 and 2017, the accrued interest in connection with this Convertible Notes was $3,569 and $849, respectively.~~

~~Upon~~On ~~the~~July ~~closing~~24, of2019, athe ~~Qualified~~Company ~~Financing,~~and ~~defined~~Shiny asCity ~~the~~entered ~~issuance~~into ofan ~~equity~~addendum ~~securities~~ to ~~investors~~the onConvertible orPromissory ~~before~~Notes, ~~the~~pursuant ~~date~~to ofwhich the ~~repayment~~Company inagreed ~~full~~to ofissue ~~this~~276,870,180 ~~Convertible~~shares ~~Notes~~of incommon ~~any~~stock ~~equity~~of ~~financing~~the ~~resulting~~Company into ~~gross~~Shiny ~~proceeds~~City of at ~~least~~a ~~$1,000,000 (including the~~ conversion price of ~~Convertible~~$0.001 ~~Notes~~per ~~and~~share ~~other~~to ~~debt),~~repay the ~~outstanding~~Convertible ~~principal~~Promissory ~~and~~Notes ~~accrued~~in ~~interest~~full, ofincluding the ~~Convertible~~principal ~~Notes~~amount ~~shall~~of be$271,960 ~~automatically~~and ~~converted~~accrued ininterest ~~whole~~of ~~without~~$4,910 ~~any~~as ~~further~~of ~~action~~June by30, ~~Shiny~~2019. ~~City~~As ~~into common stock shares~~ of ~~the~~December ~~Company~~31, at2019, athese ~~conversion~~shares ~~price~~have atnot ~~$1.00~~been ~~per share~~issued.

In19 ~~accordance~~Table ~~with ASC 470-20, the Company recognized none~~ of ~~intrinsic value of embedded beneficial conversion feature present in the Convertible Notes as of December 31, 2018.~~Contents

15 Table of Contents

PART IV

Item 14. Principal Accounting Fees and Services.

The following table presents the aggregate fees for professional audit services and other services rendered by KCCW Accountancy Corp.

	Year Ended December 31, 2018		Year Ended December 31, 2017
	Year Ended December 31, 2019		Year Ended December 31, 2018
Audit Fees	$	12,000	$	12,000
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	12,000	$	12,000

Audit Fees consist of fees billed for the annual audit of our financial statements and other audit services including the provision of consents and the review of documents filed with the SEC.

We do not have an independent audit committee and our sole director, therefore, serves as the audit committee for all purposes relating to communication with our auditors and responsibility for our audit. All engagements for audit services, audit- related services and tax services are approved in advance by our Board of Directors. Our Board of Directors has considered whether the provision of the services described above for the fiscal year ended December 31, ~~2018~~2019, is compatible with maintaining the auditor s independence.

All audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the Board of Directors. Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including bookkeeping or other services related to the accounting records or financial statements of the audit client; financial information systems design and implementation; appraisal or valuation services, fairness opinion, or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; human resources; broker-dealer, investment adviser, or investment banking services; legal services and expert services unrelated to the audit; and any other service that the Public Company Oversight Board determines, by regulation, is impermissible.

Item 15. Exhibits and Financial Statement Schedules.

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document.

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

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(b)

Exhibits

Exhibit Number		Description
3.1(1)		Articles of Incorporation
3.2(1)		Certificate of Amendment to Articles of Incorporation
3.3(1)		Certificate of Correction of Articles of Incorporation
3.4(2)		Certificate of Change
3.5(1)		Bylaws
10.1(1)		Marketing and Distribution Agreement dated August 1, 2015, with Shinin Silica Corp., a Taiwanese corporation
10.2(1)		Form of Subscription Agreement
10.3		Convertible Note dated July 24, 2019
14(1)		Code of Ethics
31.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
99(1)		Funding Commitment dated March 31, 2015 in the amount of $100,000 by Hsuan-Hsien Liao
101.LAB		XBRL Taxonomy Extension Label Linkbase***
101.PRE		XBRL Taxonomy Extension Presentation Linkbase***
101 .INS		XBRL Instance Document***
101.SCH		XBRL Taxonomy Extension Schema***
101.CAL		XBRL Taxonomy Extension Calculation Linkbase***
101.DEF		XBRL Taxonomy Extension Definition Linkbase***

___________

*	Filed herewith.
**	In accordance with SEC Release 33-8238, Exhibit 32 is being furnished and not filed.
(1)	Included as exhibits to that Registration Statement on Form S-1 filed with the SEC on October 16, 2015
(2)	Included as an exhibit to that Current Report on Form 8-K filed with the SEC on June 23, 2016

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HAHA Generation Corp.
Dated: March 27, 2019	By:	/s/ Fang-Ying Liao
Dated: March 30, 2020	By:	/s/ Fang-Ying Liao
		Fang-Ying Liao
		President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer)

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Fang-Ying Liao	President, Chief Financial Officer and	March 2730, ~~2019~~2020
Fang-Ying Liao	Chief Executive Officer and Director
	(Principal Executive Officer and Principal Financial Officer)

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