HUALE ACOUSTICS (HYAS) 10-Q 27 Jun 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Jun. 25, 2018
Document And Entity Information
Entity Registrant Name	HUALE ACOUSTICS Corp
Entity Central Index Key	1,636,760
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,625,000
Trading Symbol	HYAS
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash
Prepaid expenses	8,333	11,458
Total current assets	8,333	11,458
Total assets	8,333	11,458
Current liabilities
Notes payable to related party	28,695	21,346
Total current liabilities	28,695	21,346
Total liabilities	28,695	21,346
Stockholders' deficit
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 0 shares issued, issuable and outstanding at March 31, 2018 and December 31, 2017, respectively
Common stock, $0.001 par value, 700,000,000 shares authorized, 3,625,000 shares issued, issuable and outstanding at March 31, 2018 and December 31, 2017 , respectively	3,625	3,625
Additional paid-in capital	100,353	100,353
Accumulated deficit	(124,340)	(113,866)
Total stockholders' deficit	(20,362)	(9,888)
Total liabilities and stockholders' deficit	$ 8,333	$ 11,458

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock par value	$ 0.001	$ 0.001
Common stock, shares authorized	700,000,000	700,000,000
Common stock, shares issued	3,625,000	3,625,000
Common stock, shares outstanding	3,625,000	3,625,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
REVENUES
Cost of goods sold
Gross profit
OPERATING EXPENSES
General and administrative expenses	10,474
TOTAL OPERATING EXPENSES	10,474
Other income (expense):
Interest expense
Total other income (expense)
Net loss from continuing operations	(10,474)
Discontinued operations:
Income (loss) from discontinued operations		(22,461)
Net income (loss)	$ (10,474)	$ (22,461)
Net Loss per share, basic and diluted
From continuing operations	$ (0.01)
From discontinued operations	$ 0	$ (0.01)
Weighted Average Number of shares outstanding	3,625,000	3,625,000

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss from continuing operations	$ (10,474)
Prepaid expenses	3,125
Net cash used in operating activities - continuing operations	(7,349)
Adjustments to reconcile net loss to net cash provided by discontinued operations:
Net loss from discontinued operations		(22,461)
Changes in assets and liabilities		1,250
Net cash used in operating activities - discontinued operations		(21,211)
Net cash used in operating activities	(7,349)	(21,211)
Cash flows from financing activities - continuing operations:
Proceeds from note payable - related party	7,349
Net cash provided by financing activities - continuing operations	7,349
Net cash provided by financing activities - discontinued operations		42,733
Net cash provided by financing activities	7,349	42,733
Net increase (decrease) in cash		21,522
Cash at beginning of period		3,463
Cash at end of period		$ 24,985

Organization and Nature of Busi

Organization and Nature of Business	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Huale Acoustics Corporation. (“the Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on October 17, 2014. On February 7, 2017 (the date of the “Change of Control”), Jaeson Cayne (“Cayne”), on behalf of and as agent for PetsZX, Inc. has acquired control of Three Million (3,000,000) restricted shares of the Company’s issued and outstanding common stock, representing approximately 83% of the Company’s total issued and outstanding common stock, from Arusyak Sukiasyan (“Sukiasyan”), the former officer and director of the Company, in exchange for $315,000 per the terms of a Stock Purchase Agreement by and between Cayne and Sukiasyan. On May 31, 2017, the Company entered into an agreement to acquire approximately 98.8% of the issued and outstanding shares of PetsZX, Inc., a company affiliated with Cayne. This agreement was cancelled on September 1, 2017, pursuant to the terms of a Cancellation of Stock Purchase Agreement. On October 6, 2017, as a result of a private transaction, the control block of voting stock of Huale Acoustics Corporation. (formerly known as Illumitry Corp.) presented by 3,000,000 shares of common stock was transferred from Jaeson Cayne to a syndicated group of investors led by Ms. Xu Dantong (“Purchasers”). The consideration paid for the Shares, which represents 82.75% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $342,000. The source of the cash consideration for the shares was personal funds of the Purchasers. In connection with the transaction, Jaeson Cayne and Collin McMullen released the Company from all debts owed. The extinguishment of the Company’s accounts payable and related party note payable was recorded as of the date of the transaction. On October 17, 2017, our shareholders and board of directors approved (1) change of our company name to Huale Acoustics Corporation and (2) an increase in the authorized shares of capital stock to 800,000,000, with 700,000,000 common stock and 100,000,000 preferred stock (the “Amendments”). The Amendments became effective with the State of Nevada on October 26, 2017. FINRA announced on November 6, 2017 that the new name of Huale Acoustics Corporation was effective on November 7, 2017, and the new ticker symbol of “HYAS” was effective on November 7, 2017. As of June 4, 2018, Ms. Xu Dantong resigned from her positions with the Company, including that of Chief Executive Officer, President, Secretary,Treasurer and Chairman of Board of Directors of the Company. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Xu Dantong has been the Chief Executive Officer, President, Secretary, Treasure and Chairman of Board of Directors since October 2017. As of June 4, 2018, the Board of Director appointed Mr. Huang Zhicheng as new Chief Executive Officer, President, Secretary, Treasurer and Chairman of Board of Directors of the Company.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues and incurred losses as of March 31, 2018.The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Due to these factors, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	NOTE 3 – BASIS OF PRESENTATION The accompanying unaudited financial statements of Huale Acoustics Corporation. have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended March 31, 2018 shown in this report are not necessarily indicative of results. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended December 31, 2017 filed on May 30, 2018 and Management’s Discussion and Analysis of Financial Condition and Results of Operations. Use of Estimates The timely preparation of financial statements 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 significantly from those estimates. Discontinued Operations Due to the Change of Control, the operations of the Company prior to the date of the Change of Control are reflected on the financial statements as discontinued operations. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company has cash and cash equivalents of $0 and $24,985 as of March 31, 2018 and March 31, 2017, respectively. Income Taxes The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2018 the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. Revenue Recognition The Company recognizes revenue in accordance with ASC 605 “Revenue Recognition.” The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. Fair Value of Financial Instruments ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity. Stock-Based Compensation The Company records stock based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. Net Loss Per Share The Company follows ASC 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There were no potentially dilutive debt or equity instruments issued or outstanding as of March 31, 2018. Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 4 – RELATED PARTY TRANSACTIONS At March 31, 2018 and December 31, 2017 the Company had loans payable to Ms. Xu Dantong, our former sole director of $28,695 and $21,346, respectively, pursuant to a verbal agreement. This loan was unsecured, non-interest bearing and due on demand. The imputed interest on this note was deemed immaterial. As part of a Change of Control, the balance $24,000 due to Sukiasyan was netted against various assets and netted a contribution of $29,895, which was recorded to additional paid-in capital. On February 9, 2017, the Company entered into a loan with the father of Collin McMullen, the former officer and former director of the Company, for $2,500. The loan was unsecured, with 10% interest, and was due on demand. The Company entered into additional loan agreements on the same terms on the following dates and for the following amounts: February 16, 2017 for $26,526; March 17, 2017 for $1,700; May 9, 2017 for $1,850; May 25, 2017 for $4,685; and June 23, 2017 for $11,005. The loan balances were paid and reduced by $2,500 on August 4, 2017 and by $7,330 on September 6, 2017. According to the terms of the Stock Purchase Agreement dated October 6, 2017, the remaining balances of these loans were retained by the selling shareholders and recorded as additional capital contribution at closing, totaling $58,751. Ms. Xu Dantong, the Company’s former Chief Executive Officer and controlling shareholder, subsequently loaned $28,695 to the Company between October 6, 2017 and March 31, 2018 as part of continuing operations. This loan is unsecured, non-interest bearing and due on demand.

Fixed Assets

Fixed Assets	3 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Fixed Assets	NOTE 5 – FIXED ASSETS As of March 31, 2018 and December 31, 2017 the Company had no fixed assets.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Notes Payable	NOTE 6 – NOTES PAYABLE As of March 31, 2018, the Company had a note payable to Ms. Xu Dantong, the Company’s former Chief Executive Officer and controlling shareholder, in the amount of $28,695. This loan is unsecured, non-interest bearing and due on demand. As of December 31, 2017, the Company had a note payable of $21,346

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Stockholders' Equity	NOTE 7 – STOCKHOLDERS’ EQUITY The Company has 100,000,000, $0.001 par value shares of common stock authorized. There were 3,625,000 shares of common stock issued and outstanding as at December 31, 2017 and March 31, 2018 .

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of its business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS As of June 4, 2018, Ms. Xu Dantong resigned from the positions with the Company, including that of Chief Executive Officer, President, Secretary, Treasurer and Chairman of Board of Directors of the Company. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Xu Dantong has been the Chief Executive Officer, President, Secretary, Treasure and Chairman of Board of Directors since October 2017. As of June 4, 2018, the Board of Director appointed Mr. Huang Zhicheng as new Chief Executive Officer, President, Secretary, Treasurer and Chairman of Board of Directors of the Company.

Reclassification of Discontinue

Reclassification of Discontinued Operations	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reclassification of Discontinued Operations	NOTE 10 – RECLASSIFICATION OF DISCONTINUED OPERATIONS We have reclassified certain prior-period amounts to conform to the current-year’s presentation. The reclassifications relate to operations which have been discontinued as of the current period due to the change in control.

Basis of Presentation (Policies

Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The timely preparation of financial statements 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 significantly from those estimates.
Discontinued Operations	Discontinued Operations Due to the Change of Control, the operations of the Company prior to the date of the Change of Control are reflected on the financial statements as discontinued operations.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of $0 and $3,463 as of December 31, 2017 and December 31, 2016, respectively.
Income Taxes	Income Taxes The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2017, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC topic 605 “Revenue Recognition.” The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Fair Value of Financial Instruments	Fair Value of Financial Instruments AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Stock-Based Compensation	Stock-Based Compensation The Company records stock based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.
Net Loss Per Share	Net Loss Per Share The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. There were no potentially dilutive debt or equity instruments issued or outstanding as of December 31, 2017 and 2016.
Recent Accounting Pronouncements	Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Organization and Nature of Bu17

Organization and Nature of Business (Details Narrative) - USD ($)	Oct. 06, 2017	Feb. 07, 2017	Oct. 17, 2017	May 31, 2017
Capital stock, shares authorized			800,000,000
Common Stock [Member]
Excess stock, shares authorized			700,000,000
Preferred Stock [Member]
Excess stock, shares authorized			100,000,000
Jaeson Cayne [Member] | Parent Company [Member]
Number of common stock shares acquired	3,000,000
Percent of outstanding owned	82.75%
Issued and outstanding share capital	$ 342,000
Arusyak Sukiasyan [Member] | Stock Purchase Agreement [Member]
Number of shares exchange		315,000
PetsZX, Inc [Member] | Jaeson Cayne [Member]
Percent of outstanding owned		83.00%
PetsZX, Inc [Member] | Jaeson Cayne [Member] | Stock Purchase Agreement [Member]
Percent of outstanding owned				98.80%
PetsZX, Inc [Member] | Jaeson Cayne [Member] | Restricted Shares [Member]
Number of common stock shares acquired		3,000,000

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash and cash equivalents	$ 0	$ 24,985
December 31, 2018 [Member]
Income tax likelihood percentage description	Less than a 50% likelihood

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 06, 2017	Aug. 04, 2017	Mar. 31, 2018	Dec. 31, 2017	Oct. 06, 2017	Jun. 23, 2017	May 25, 2017	May 09, 2017	Mar. 17, 2017	Feb. 16, 2017	Feb. 09, 2017
Loan payable to related parties			$ 28,695	$ 21,346	$ 58,751
Loan paid and reduced	$ 7,330	$ 2,500
Ms. Xu Dantong [Member]
Loan payable to related parties			28,695	$ 21,346
Due to officer and controlling shareholder			28,695
Ms. Sukiasyan [Member]
Loan payable to related parties			24,000
Loan contribution recorded as additional capital			$ 29,895
Collin McMullen [Member]
Loan payable to related parties						$ 11,005	$ 4,685	$ 1,850	$ 1,700	$ 26,526	$ 2,500
Interest rate of loan											10.00%

Fixed Assets (Details Narrative

Fixed Assets (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Net fixed assets

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Oct. 06, 2017
Debt Disclosure [Abstract]
Notes payable to related party	$ 28,695	$ 21,346	$ 58,751

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Common stock, shares authorized	700,000,000	700,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock, shares issued	3,625,000	3,625,000
Common stock, shares outstanding	3,625,000	3,625,000