Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | HUALE ACOUSTICS Corp | |
Entity Central Index Key | 0001636760 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 3,625,000 | |
Trading Symbol | HYAS | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Prepaid expenses | $ 9,000 | $ 12,000 |
Total current assets | 9,000 | 12,000 |
Total assets | 9,000 | 12,000 |
Current liabilities | ||
Accounts Payable | 2,500 | 20,000 |
Notes payable to related party | 79,273 | 51,324 |
Total current liabilities | 81,773 | 71,324 |
Total liabilities | 81,773 | 71,324 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 0 shares issued, issuable and outstanding at March 31, 2019 and December 31, 2018, respectively | ||
Common stock, $0.001 par value, 700,000,000 shares authorized, 3,625,000 shares issued, issuable and outstanding at March 31, 2019 and December 31, 2018 , respectively | 3,625 | 3,625 |
Additional paid-in capital | 100,353 | 100,353 |
Accumulated deficit | (176,751) | (163,302) |
Total stockholders' deficit | (72,773) | (59,324) |
Total liabilities and stockholders' deficit | $ 9,000 | $ 12,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUES | ||
Cost of goods sold | ||
Gross profit | ||
OPERATING EXPENSES | ||
General and administrative expenses | 13,449 | 10,474 |
TOTAL OPERATING EXPENSES | 13,449 | 10,474 |
Other income (expense): | ||
Interest expense | ||
Total other income (expense) | ||
Net loss from operations | (13,449) | (10,474) |
Net income (loss) | $ (13,449) | $ (10,474) |
Net Loss per share, basic and diluted From 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, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (13,449) | $ (10,474) |
Prepaid expenses | 3,000 | 3,125 |
Changes in assets and Liabilities | (17,500) | |
Net cash used in operating activities - operations | (27,949) | (7,349) |
Net cash used in operating activities | (27,949) | (7,349) |
Cash flows from financing activities - operations: | ||
Proceeds from note payable - related party | 27,949 | 7,349 |
Net cash provided by financing activities | 27,949 | 7,349 |
Net increase (decrease) in cash | ||
Cash at beginning of period | ||
Cash at end of period |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2019 | |
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 under the name “lllumitry Corp.” and maintains its principal executive offices at East Room 902, Building 3 East, Saige Sci-Tech. Park, Futian District, Shenzhen, Guangdong Province, China. The Company was formed to commence operations in the field of embroidery on fabric in Armenia. The Company filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2015, which was declared effective on October 6, 2015. In October 2017, subsequent to a change of control, the Company’s name was changed to Huale Acoustics Corporation and management of the Company abandoned its business plan and determined to seek a possible business combination. The current business purpose of the Company is to seek the acquisition of, or merger with, an existing company. On December 21, 2018, the Company’s Board of Directors unanimously adopted resolutions approving the redomicile of the Company from Nevada to the Cayman Islands. The Company changed its domicile, effective May 7, 2019, by merging into its wholly-owned Cayman Islands subsidiary, Huale Acoustics Limited (the “Redomicile Merger”). As a result of the Redomicile Merger, the Company’s name was changed to Huale Acoustics Limited, each outstanding share of Common Stock was exchanged for one ordinary share and we became governed by our Amended and Restated Memorandum and Articles of Association and by the Companies Law (2018 Revision) of the Cayman Islands. On March 19, 2019, the Company entered into a Memorandum of Understanding with the shareholders of HUALE GROUP CO., LIMITED (“HGL”), a company incorporated in 2016 under the laws of the Seychelles. The Company and HGL are collectively referred to as the “Parties.” The Parties expressed their intent to enter into a Definitive Share Exchange Agreement under which the shareholders of HGL will exchange all of the shares that they own in HGL for no less than 90% of the Company’s equity. HGL intends to build a situational platform that will spread a health, quality and elegance lifestyle in China by providing the public with a close-up experience of the world’s top home audio, video, and other international high-end home products. A definitive agreement has not been entered into, and although it is likely, there can be no assurance that the transaction with HGL will be completed. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019. 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, 2019 | |
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, 2019 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, 2018 filed on March 29, 2019 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. 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 $0 as of March 31, 2019 and December 31, 2018, 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 March 31, 2019, 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 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, 2019. 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, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS The Company had notes payable amounting $79,273 and $51,324 due to Mr. Zhicheng Huang, the Company’s current Chief Executive Officer and controlling shareholder at March 31, 2019 and December 31, 2018 respectively. These notes payable were unsecured, non-interest bearing and due on demand. The imputed interest on these notes was deemed immaterial. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 5 – FIXED ASSETS The Company had no fixed assets as of March 31, 2019 and December 31, 2018. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 – NOTES PAYABLE The Company had notes payable amounting $79,273 and $51,324 due to Mr. Zhicheng Huang, the Company’s current Chief Executive Officer and controlling shareholder at March 31, 2019 and December 31, 2018, respectively. These notes payable were unsecured, non-interest bearing and due on demand. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7 – STOCKHOLDERS’ EQUITY The Company has 700,000,000, $0.001 par value shares of common stock authorized and preferred stock, $0.001 par value, 100,000,000 shares authorized. There were 3,625,000 shares of common stock issued and outstanding as at December 31, 2018 and March 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS The Company changed its domicile, effective May 7, 2019, by merging into its wholly-owned Cayman Islands subsidiary, Huale Acoustics Limited (the “Redomicile Merger”). As a result of the Redomicile Merger, the Company’s name was changed to Huale Acoustics Limited, each outstanding share of Common Stock was exchanged for one ordinary share and we became governed by our Amended and Restated Memorandum and Articles of Association and by the Companies Law (2018 Revision) of the Cayman Islands. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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. |
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 as of December 31, 2018 and December 31, 2017. |
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 March 31, 2019, 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 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 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 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 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, 2019. |
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 Bu_2
Organization and Nature of Business (Details Narrative) | Mar. 19, 2019 |
Definitive Share Exchange Agreement [Member] | Huale Group Co., Limited [Member] | Minimum [Member] | |
Percent of outstanding to be owned | 90.00% |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Potentially dilutive debt or equity instruments |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Mr. Dantong Xu [Member] | ||
Loan payable to related parties | $ 79,273 | $ 51,324 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Net fixed assets |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Notes payable to related party | $ 79,273 | $ 51,324 |
Ms. Dantong Xu [Member] | ||
Notes payable to related party | $ 79,273 | $ 51,324 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,625,000 | 3,625,000 |
Common stock, shares outstanding | 3,625,000 | 3,625,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Huale Acoustics Limited [Member] - Cayman Islands [Member] | May 07, 2019shares |
Common stock exchanged for ordinary shares, description | As a result of the Redomicile Merger, the Company's name was changed to Huale Acoustics Limited, each outstanding share of Common Stock was exchanged for one ordinary share |
Number of shares converted | 1 |