UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2020
For the Quarterly Period Ended September 30, 2020
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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 jurisdictionof incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6F., No.364, Sec. 5, Zhongxiao E. Road, Xinyi DistrictTaipei City, Taiwan (Republic of China)		11060
6F., No.364, Sec. 5, Zhongxiao E. Road, Xinyi District Taipei City, Taiwan (Republic of China)		11060
(Address of principal executive offices)		(Zip Code)

011-886-2-87860577

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

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

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

The number of shares of registrant’s common stock outstanding, as of ~~August 12~~November11, 2020 is 1,498,280.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		1614
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1916
Item 4.	Controls and Procedures		1916
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		2017
Item 1A.	Risk Factors		2017
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2017
Item 3.	Defaults Upon Senior Securities		2017
Item 4.	Mine Safety Disclosures		2017
Item 5.	Other Information		2017
Item 6.	Exhibits		2118
SIGNATURES			2219

2 Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

FINANCIAL STATEMENT SCHEDULES

Financial Statements:
Balance Sheets	4	~~F-2~~
Statements of Operations	5	~~F-3~~
Statements of Changes in Stockholders’ Equity (Deficit)	6	~~F-4~~
Statements of Cash Flows	7	~~F-5~~
Notes to Financial Statements	8 – 13	~~F-6~~

~~F-1~~3 Table of Contents

HAHA GENERATION CORP.

BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2020			2019
Assets (Unaudited)
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	1,~~681~~736		$	9,972
Prepaid expense		~~900~~450			1,124
Total current assets		2,~~581~~186			11,096
Total Assets	$	2,~~581~~186		$	11,096
Liabilities and Stockholders’ Equity (Deficit)
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accrued expense and other liabilities	$	2420,~~626~~251		$	24,000
Due to shareholders		3043,~~272~~837			20,187
Total current liabilities		5464,~~898~~088			44,187
Total liabilities		5464,~~898~~088			44,187
Stockholders’ Deficit
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
Additional paid-in capital		588,371			588,371
Accumulated deficit		(~~642~~651,~~186~~771	)		(622,960	)
Total stockholders’ deficit		(52,317	)		(33,091	)
Total stockholders' deficit		(61,902	)		(33,091	)
Total Liabilities and Stockholders’ Deficit	$	2,581		$	11,096
Total Liabilities and Stockholders' Deficit	$	2,186		$	11,096

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

~~F-2~~4 Table of Contents

HAHA GENERATION CORP. STATEMENTS OF OPERATIONS (UNAUDITED)

HAHA GENERATION CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the Nine Months Ended September 30,						For the Three Months Ended September 30,
	2020			2019			2020			2019
Net revenue	$	-		$	-		$	-		$	-

General and administrative expenses		28,821			52,655			9,595			9,636

Loss from operations		(28,821	)		(52,655	)		(9,595	)		(9,636	)

Other income (expense)
Interest income		10			78			10			-
Interest expense – related parties		-			(1,341	)		-			-
Gain on forgiveness of debt		-			60,000			-			-
Total other income (expense)		10			58,737			10			-

Income (loss) before income taxes		(28,811	)		6,082			(9,585	)		(9,636	)
Provision for income taxes		-			-			-			-
Net income (loss)	$	(28,811	)	$	6,082		$	(9,585	)	$	(9,636	)

Net income (loss) per share
Basic and diluted	$	(0.02	)	$	0.00		$	(0.01	)	$	(0.00	)

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

	For the Six MonthsEnded June 30,						For the Three MonthsEnded June 30,
	2020			2019			2020			2019
Net revenue	$	-		$	-		$	-		$	-
General and administrative expenses		19,226			43,019			9,613			10,900
Loss from operations		(19,226	)		(43,019	)		(9,613	)		(10,900	)
Other income (expense)
Interest income		-			78			-			78
Interest expense – related parties		-			(1,341	)		-			(670	)
Gain on forgiveness of debt		-			60,000			-			60,000
Total other income (expense)		-			58,737			-			59,408
Income (loss) before income taxes		(19,226	)		15,718			(9,613	)		48,508
Provision for income taxes		-			-			-			-
Net income (loss)	$	(19,226	)	$	15,718		$	(9,613	)	$	48,508
Net income (loss) per share
Basic and diluted	$	(0.01	)	$	0.01		$	(0.01	)	$	0.03
Weighted Average Shares Outstanding:
Basic and diluted		1,498,280			1,498,280			1,498,280			1,498,280

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

~~F-3~~5 Table of Contents

HAHA GENERATION CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

HAHA GENERATION CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2018		1,498,280	$	1,498	$	311,501	$	(595,984	)	$	(282,985	)
Net loss		-		-		-		(32,790	)		(32,790	)
Balance at March 31, 2019		1,498,280		1,498		311,501		(628,774	)		(315,775	)
Net income		-		-		-		48,508			48,508
Balance at June 30, 2019		1,498,280		1,498		311,501		(580,266	)		(267,267	)
Capital contribution by related party through debt conversion		-		-		276,870		-			276,870
Net loss		-		-		-		(9,636	)		(9,636	)
Balance at September 30, 2019		1,498,280	$	1,498	$	588,371	$	(589,902	)	$	(33	)

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2018		1,498,280	$	1,498	$	311,501	$	(595,984	)	$	(282,985	)
Balance at December 31, 2019		1,498,280	$	1,498	$	588,371	$	(622,960	)	$	(33,091	)
Net loss		-		-		-		(329,~~790~~613	)		(329,~~790~~613	)
Balance at March 31, 2019		1,498,280		1,498		311,501		(628,774	)		(315,775	)
Balance at March 31, 2020		1,498,280		1,498		588,371		(632,573	)		(42,704	)
Net income		-		-		-		48,508			48,508
Net loss		-		-		-		(9,613	)		(9,613	)
Balance at June 30, 2019		1,498,280	$	1,498	$	311,501	$	(580,266	)	$	(267,267	)
Balance at June 30, 2020		1,498,280		1,498		588,371		(642,186	)		(52,317	)
Net loss		-		-		-		(9,585	)		(9,585	)
Balance at September 30, 2020		1,498,280	$	1,498	$	588,371	$	(651,771	)	$	(61,902	)

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2019		1,498,280	$	1,498	$	588,371	$	(622,960	)	$	(33,091	)
Net loss		-		-		-		(9,613	)		(9,613	)
Balance at March 31, 2020		1,498,280		1,498		588,371		(632,573	)		(42,704	)
Net loss		-		-		-		(9,613	)		(9,613	)
Balance at June 30, 2020		1,498,280	$	1,498	$	588,371	$	(642,186	)	$	(52,317	)

F-4 Table of Contents

HAHA GENERATION CORP. STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2020			2019
Cash Flows from Operating Activities
Net income (loss)	$	(19,226	)	$	15,718
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on forgiveness of debt		-			60,000
Changes in assets and liabilities:
Decrease (Increase) in prepaid expenses		224			224
Increase (Decrease) in accrued expenses		626			(79,050	)
Increase (Decrease) in due to related parties		10,085			-
Increase (Decrease) in accrued interest - related parties		-			1,341
Net cash used in operating activities		(8,291	)		(1,767	)
Net decrease in cash and cash equivalents		(8,291	)		(1,767	)
Cash and Cash Equivalents
Beginning		9,972			33,117
Ending	$	1,681		$	31,350
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.

~~F-5~~6 Table of Contents

HAHA GENERATION CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the Nine Months Ended September 30,
	2020			2019
Cash Flows from Operating Activities
Net income (loss)	$	(28,811	)	$	6,082
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on forgiveness of debt		-			(60,000	)
Changes in assets and liabilities:
Decrease (Increase) in prepaid expenses		674			(9,075	)
Increase (Decrease) in accrued expenses		(3,749	)		36,000
Increase (Decrease) in due to related parties		23,650			-
Increase (Decrease) in accrued interest - related parties		-			1,341
Net cash used in operating activities		(8,236	)		(25,652	)

Net decrease in cash and cash equivalents		(8,236	)		(25,652	)

Cash and Cash Equivalents
Beginning		9,972			33,117
Ending	$	1,736		$	7,465

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

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

Table of Contents

HAHA GENERATION CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited financial statements, footnote disclosures, and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Organization

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

The Company’s year-end is December 31.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of ~~June~~September 30, 2020, the Company has not emerged from the development stage and had limited operations. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Fang-Ying Liao, our president and sole director, which commitment is for 24 months, and all amounts lent by Ms. Fang-Ying Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such demand will not be made prior to the expiration of that 12-month period after the date of that commitment, which was April 1, 2020. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net loss of $1928,~~226~~811 for the ~~six~~nine months ended ~~June~~September 30, 2020, and had an accumulated deficit of $~~642~~651,~~186~~771 as of ~~June~~September 30, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~F-6~~The ~~Table~~Company faces all the risks common to companies at development stage, including capitalization and uncertainty of ~~Contents~~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~~8 ~~Company~~Table ~~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.Contents

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

Use of Estimates

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

Classification

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

F-7 Table of Contents

Beneficial Conversion Feature

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

Fair Value Measurements

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

Table of Contents

•

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

•

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

•

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

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

F-8 Table of Contents

Revenue Recognition

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

•	identify the contract with a customer;

•	identify the performance obligations in the contract;

•	determine the transaction price;

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

•	recognize revenue as the performance obligation is satisfied.

During the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, the Company has not realized any revenues from operations.

Net Income (Loss) per Share

Basic income (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At ~~June~~September 30, 2020 and December 31, 2019, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.

Income Taxes

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

Table of Contents

Recent Accounting Pronouncements

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

F-9 Table of Contents

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements.

NOTE 2. ACCRUED EXPENSES

Accrued expenses consist of the following:

	June 30,		December 31,
	September 30,		December 31,
	2020		2019
	(Unaudited)
Accrued professional fees	$	2420,~~626~~251	$	24,000

NOTE 3. DUE TO SHAREHOLDERS

The Company has advanced funds from its shareholder for working capital purposes. As of ~~June~~September 30, 2020, and December 31, 2019, there were $3043,~~272~~837 and $20,187 advances outstanding. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the shareholder.

NOTE 4. CONVERTIBLE NOTES PAYABLE - RELATED PARTIES

1% Unsecured Convertible Promissory Notes dated September 8, 2017

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

On July 24, 2019, the Company and Shiny City entered into an addendum to the Convertible Promissory Notes, pursuant to which the Company agreed to issue 276,870,180 shares of common stock of the Company to Shiny City at a conversion price of $0.001 per share to repay the Convertible Promissory Notes in full, including the principal amount of $271,960 and accrued interest of $4,910 as of June 30, 2019. As of ~~June~~September 30, 2020, these shares have not been issued.

NOTE 5. INCOME TAXES

The Company files income tax returns in the U.S. federal jurisdiction. The Company is not currently under examination by the Internal Revenue Service or any state income tax authorities. The 2016 through 2018 tax years remain subject to examination by the Internal Revenue Service.

~~F-10~~11 Table of Contents

On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the Tax Act) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (the “Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The 21% Federal Tax Rate will apply to earnings reported for the full 2018 fiscal year. In addition, the Company must re-measure its net deferred tax assets and liabilities using the Federal Tax Rate that will apply when these amounts are expected to reverse. As of September ~~June~~ 30, 2020, and December 31, 2019, the Company can determine a reasonable estimate for certain effects of tax reform and is recording that estimate as a provisional amount. The provisional remeasurement of the deferred tax assets and allowance valuation of deferred tax assets resulted in a net effect of $0 discrete tax expenses (benefit).

As of ~~June~~September 30, 2020, the Company had net operating loss carry forwards of approximately $~~642~~651,~~186~~771 that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for federal income tax consists of the following:

	For the Six MonthsEnded June 30,
	For the Nine Months Ended September 30,
	2020			2019
Federal income tax expenses (benefit) attributable to:
Current operations	$	(46,~~037~~050	)	$	31,~~301~~277
Less: valuation allowance		46,~~037~~050			(31,~~301~~277	)
Net provision for Federal income taxes	$	-		$	-

The significant items comprising the Company’s net deferred tax amount as of ~~June~~September 30, 2020 and December 31, 2019 is as follows:

	June 30,2020			December 31, 2019
	September 30, 2020			December 31, 2019
	(Unaudited)
Deferred tax asset attributable to:
Net operating loss carryover	$	~~134~~136,~~858~~871		$	130,821
Less: valuation allowance		(~~134~~136,~~858~~871	)		(130,821	)
Net deferred tax asset	$	-		$	-

The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are analyzed below:

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2020			2019
Statutory tax benefit		(21	)%		(21	)%
Change in deferred tax asset valuation allowance		21	%		21	%
Provision for income taxes	-	-	%	-	-	%

~~F-11~~For ~~Table~~the ofnine ~~Contents~~months ended September 30, 2020 and 2019, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

~~For~~12 ~~the~~Table ~~six~~of months ended June 30, 2020 and 2019, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.Contents

NOTE 6. STOCKHOLDERS’ EQUITY (DEFICIT)

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

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

On July 24, 2019, the Company and Shiny City entered into an addendum to the Convertible Promissory Notes, pursuant to which the Company agreed to issue 276,870,180 shares of common stock to Shiny City at a conversion price of $0.001 per share to repay the Convertible Promissory Notes in full, including the principal amount of $271,960 and accrued interest of $4,910 as of June 30, 2019. As of ~~June~~September 30, 2020, these shares have not been issued (see Note 4).

NOTE 7. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of ~~June~~September 30, 2020 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

******

~~F-12~~13 Table of Contents

Results of Operations

For the Three Months Ended June 30, 2020 and 2019

Net Revenues: We did not generate any revenue for the three months ended June 30, 2020 and 2019. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $9,613 for the three months ended June 30, 2020, as compared to $10,900 for the three months ended June 30, 2019, representing a decrease of $1,287 or 11.81%, The decrease in those expenses was primarily attributable to the decrease in legal, accounting, and professional service fees.

Loss from Operations: Loss from operations was $9,613 for the three months ended June 30, 2020, as compared to $10,900 for the three months ended June 30, 2019, representing a decrease of $1,287 or 11.81%. Such decrease was primarily attributable to the decrease in general and administrative expenses.

Other Income (Expenses): Other income (expenses) was $0 for the three months ended June 30, 2020, as compared to $59,408 for the three months ended June 30, 2019, representing a decrease of $59,408, or 100%. Such decrease was mainly because one of our consultants agreed to forgive the unpaid balance of $60,000 and we recorded the gain on forgiveness of debt as other income during the three months ended June 30, 2019.

Net Income (Loss): As a result of the above factors, our net loss was $9,613 for the three months ended June 30, 2020, as compared to a net income of $48,508 for the three months ended June 30, 2019, representing a decrease of $58,121, or 119.82%. The decrease was a result of the reasons described above.

For the Six Months Ended June 30, 2020 and 2019

Net Revenues: We did not generate any revenue for the six months ended June 30, 2020 and 2019. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $19,226 for the six months ended June 30, 2020, as compared to $43,019 for the six months ended June 30, 2019, representing a decrease of $23,793 or 55.31%. Such decrease was mainly attributable to the termination of consultant service.

Loss from Operations: Loss from operations was $19,226 for the six months ended June 30, 2020, as compared to $43,019 for the six months ended June 30, 2019, representing a decrease of $23,793 or 55.31%. Such decrease was primarily due to the decrease in general and administrative expenses.

Other Income (Expenses): Other income (expenses) was $0 for the six months ended June 30, 2020, as compared to $58,737 for the six months ended June 30, 2019, representing a decrease of $58,737, or 100%. Such decrease was mainly because one of our consultants agreed to forgive the unpaid balance of $60,000 and we recorded the gain on forgiveness of debt as other income during the six months ended June 30, 2019.

Net Income (Loss): As a result of the above factors, our net loss was $19,226 for the six months ended June 30, 2020, as compared to a net income of $15,718 for the six months ended June 30, 2019, representing a decrease of $34,944, or 222.32%. The decrease was a result of the reasons described above.

Liquidity and Capital Resources

As of June 30, 2020, we had working deficit of $52,317 as compared to working deficit of $33,091 as of December 31, 2019. Cash and cash equivalents were $1,681 at June 30, 2020 and $9,972 at December 31, 2019.

Net cash used in operating activities was $8,291 during the six months ended June 30, 2020, as compared to $1,767 for the six months ended June 30, 2019, representing an increase of $6,524. The increase in net cash used in operating activities was primarily attributable to the increase in net loss and the decrease in gain on forgiveness debt, partially offset by the increase in accrued expenses and due to shareholders.

We did not have net cash flow provided by (used in) investing and financing activities during the six months ended June 30, 2020 and 2019.

Net change in cash and cash equivalents was a decrease of $8,291 for the six months ended June 30, 2020, compared to a decrease of $1,767 for the six months ended June 30, 2019.

F-13 Table of Contents

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

The following discussion and analysis of the results of operations and financial condition of the Company are for the periods ended ~~June~~September 30, 2020 and 2019. Such discussion and analysis should be read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this report.

Business Overview

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

Results of Operations

For the Three Months Ended ~~June~~September 30, 2020, and 2019:

Net Revenues: We did not generate any revenue for the three months ended ~~June 30~~September30, 2020, and 2019. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $9,~~613~~595 for the three months ended ~~June~~September 30, 2020, as compared to $109,~~900~~636 for the three months ended ~~June~~September 30, 2019, representing a decrease of $~~1,287,~~41 or 110.8143%., ~~Such~~The decrease in those expenses was ~~mainly~~primarily attributable to the ~~termination~~decrease ofin ~~consultant~~bank ~~service~~charge fee.

Loss from Operations: Loss from operations was $9,~~613~~595 for the three months ended ~~June~~September 30, 2020, as compared to $109,~~900~~636 for the three months ended ~~June~~September 30, 2019, representing a decrease of $~~1,287,~~41 or 110.8143%. Such decrease was ~~mainly~~primarily ~~due~~attributable to the decrease in general and administrative expenses.

Other Income (Expenses): Other income (expenses) was $010 for the three months ended ~~June~~September 30, 2020, as compared to $~~59,408~~0 for the three months ended ~~June~~September 30, 2019, representing aan ~~decrease~~increase of $5910,~~408,~~ or 100%. Such ~~decrease~~increase was ~~mainly~~due ~~because one of our consultants agreed~~ to ~~forgive~~ the ~~unpaid~~bank ~~balance~~deposit ofinterest ~~$60,000 and we recorded the gain on forgiveness of debt as other~~ income ~~during the three months ended June 30, 2019~~.

Net ~~Income (~~Loss): As a result of the above factors, our net loss was $9,~~613~~585 for the three months ended ~~June~~September 30, 2020, as compared to a net ~~income~~loss of $489,~~508~~636 for the three months ended ~~June~~September 30, 2019, representing a decrease of $5851,~~121,~~ or ~~119~~0.8253%. The decrease ~~in net loss~~ was a result of the reasons described above.

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2020, and 2019:

Net Revenues: We did not generate any revenue for the ~~six~~nine months ended ~~June~~September 30, 2020, and 2019. We have had limited business operations since incorporation.

General and Administrative Expenses: General and administrative expenses primarily consist of legal, accounting, and professional service fees. General and administrative expenses was $1928,~~226~~821 for the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to $4352,~~019~~655 for the ~~six~~nine months ended ~~June~~September 30, 2019, representing a decrease of $23,~~793,~~834 or 5545.3126%. Such decrease was mainly attributable to the termination of consultant service.

Loss from Operations: Loss from operations was $1928,~~226~~821 for the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to $4352,~~019~~655 for the ~~six~~nine months ended ~~June~~September 30, 2019, representing a decrease of $23,~~793,~~834 or 5545.3126%. Such decrease was ~~mainly~~primarily due to the decrease in general and administrative expenses.

~~Other~~14 ~~Income~~Table ~~(Expenses): Other income (expenses) was $0 for the six months ended June 30, 2020, as compared to $58,737 for the six months ended June 30, 2019, representing a decrease~~ of $58,737, or 100%. Such decrease was mainly because one of our consultants agreed to forgive the unpaid balance of $60,000 and we recorded the gain on forgiveness of debt as other income during the six months ended June 30, 2019. Contents

16Other ~~Table~~Income: Other income was $10 for the nine months ended September 30, 2020, as compared to $58,737 for the nine months ended September 30, 2019, representing a decrease of ~~Contents~~$58,727, or 99.98%. Such decrease was mainly because one of our consultants agreed to forgive the unpaid balance of $60,000 and we recorded the gain on forgiveness of debt as other income during the nine months ended September 30, 2019.

Net Income (Loss): As a result of the above factors, our net income (loss) was $19(28,~~226~~811) for the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to a net income of $156,~~718~~082 for the ~~six~~nine months ended ~~June~~September 30, 2019, representing a decrease of $34,~~944~~893, or ~~222~~573.3271%. The decrease ~~in net loss~~ was a result of the reasons described above.

Liquidity and Capital Resources

As of ~~June~~September 30, 2020, we had a working deficit of $5261,~~317~~902 as compared to working deficit of $33,091 as of December 31, 2019. Cash and cash equivalents were $1,~~681~~736 at ~~June~~September 30, 2020 and $9,972 at December 31, 2019.

Net cash used in operating activities was $8,~~291~~236 during the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to $125,~~767~~652 ~~during~~for the ~~six~~nine months ended ~~June~~September 30, 2019, representing ana ~~increase~~decrease of $617,~~524~~416. The ~~increase~~decrease in net cash used in operating activities was primarily attributable to the ~~increase~~decrease in ~~net~~gain ~~loss~~on forgiveness debt and the ~~decrease~~increase in ~~gain~~due onto ~~forgiveness debt~~shareholders, partially offset by the increase in ~~accrued~~net ~~expenses~~loss and ~~due~~the todecrease ~~shareholders~~in accrued expenses.

We did not have net cash flow provided by (used in) investing and financing activities during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

Net change in cash and cash equivalents was a decrease of $8,~~291~~236 for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to a decrease of $125,~~767~~652 for the ~~six~~nine months ended ~~June~~September 30, 2019.

Critical Accounting Policies

The financial statements of the Company as of ~~June~~September 30, 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of ~~June~~September 30, 2020, the Company has not emerged from the development stage and had limited operations. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from a loan commitment of $100,000 from Fang-Ying Liao, our president and sole director, which commitment is for 24 months, and all amounts lent by Ms. Fang-Ying Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such ~~command~~demand will not be made prior to the expiration of that 12-month period after the date of that commitment, which ~~date~~ was April 1, 2020. The financial statements of the Company did not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net loss of $1928,~~226~~811 for the ~~six~~nine months ended ~~June~~September 30, 2020, and had an accumulated deficit of $~~642~~651,~~186~~771 as of ~~June~~September 30, 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

17 Table of Contents

Table of Contents

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

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

18 Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, due to our limited internal audit function and our very limited staff, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of ~~June~~September 30, 2020 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

1916 Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

2017 Table of Contents

Item 6. Exhibits.

ExhibitNumber		Description
Exhibit Number		Description
31.1		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

__________

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

2118 Table of Contents

SIGNATURES

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

	HAHA Generation Corp.
Date: August 12, 2020	/s/ Fang-Ying Liao
Date: November 17, 2020	/s/ Fang-Ying Liao
	Fang-Ying LiaoChief Executive Officer and Chief Financial Officer(Principal Executive Officer and Principal Accounting and Financial Officer)
	Fang-Ying Liao Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting and Financial Officer)

2219

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