Haha Generation (HAGN) 10-Q 2016 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2016
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 333-207458

HAHA Generation Corp.

(Exact name of registrant as specified in its charter)

Nevada	32-0442871
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4F, No. 132, Songshan Road

Xinyi District,

Taipei City, 110, Taiwan (Republic of China)

(Address of principal executive offices, including zip code)

011-886-227492597

(Registrant’s telephone number, including area code)

____________________________________________________________

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

Copies to:

Thomas E. Stepp, Jr.
Stepp Law Corporation
15707 Rockfield Boulevard, Suite 101
Irvine, California 92618
Phone: (949) 660-9700 ext. 124
Fax: (949) 660-9010

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

Indicate by check mark 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 x 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	x

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

The number of shares of registrant’s common stock outstanding, as of November 14, 2016, 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		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4.	Controls and Procedures		12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	Mine Safety Disclosures		13
Item 5.	Other Information		13
Item 6.	Exhibits		14
SIGNATURES			15

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONTENTS

	Page
Balance Sheets	4
Statements of Operations	5
Statements of Cash Flows	6
Notes to Financial Statements	7 - 10

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HAHA GENERATION CORP.
BALANCE SHEETS
	September 30,			December 31,
	2016			2015
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	65,887		$	3,369
Prepaid expenses		4,950			-
Total current assets		70,837			3,369
Total Assets	$	70,837		$	3,369
Liabilities and Stockholders’ Equity
Current Liabilities
Accrued expense		7,500			-
Due to related parties		3,186			3,186
Total current liabilities		10,686			3,186
Total liabilities		10,686			3,186
Stockholders’ Equity
Common stock, $0.1 par value; 25,000,000 shares authorized, 1,498,280 and 1,051,405 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		149,828			105,141
Additional paid-in capital		163,171			96,140
Accumulated deficit		(252,848	)		(201,098	)
Total stockholders’ equity		60,151			183
Total Liabilities and Stockholders’ Equity	$	70,837		$	3,369

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

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HAHA GENERATION CORP.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
(UNAUDITED)
	Three Months Ended					Nine Months Ended
	September 30, 2016			September 30, 2015		September 30, 2016			September 30, 2015
Net revenue	$	-		$	-	$	-		$	-
General and administrative expenses		14,950			-		51,773			10
Loss from operations		(14,950	)		-		(51,773	)		(10	)
Other income
Interest income		23			-		23			-
Total other income		23			-		23			-
Loss before income taxes		(14,927	)		-		(51,750	)		(10	)
Provision for income taxes		-			-		-			-
Net loss	$	(14,927	)	$	-	$	(51,750	)	$	(10	)
Net loss per share
Basic and diluted	$	(0.01	)	$	-	$	(0.04	)	$	(0.00	)
Weighted Average Shares Outstanding:
Basic and diluted		1,498,280			1,051,405		1,302,568			1,044,592

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

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HAHA GENERATION CORP.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
(UNAUDITED)
	2016			2015
Cash Flows from Operating Activities
Net loss	$	(51,750	)	$	(10	)
Changes in assets and liabilities:
Decrease (Increase) in other receivable		-			96,814
Decrease (Increase) in prepaid expenses		(4,950	)		-
Increase (Decrease) in accrued expenses		7,500			(96,814	)
Net cash used in operating activities		(49,200	)		(10	)
Cash Flows from Financing Activities
Proceeds from issuance of common stock		111,718			3,000
Net cash provided by financing activities		111,718			3,000
Net increase in cash and cash equivalents		62,518			2,990
Cash and Cash Equivalents
Beginning		3,369			378
Ending	$	65,887		$	3,368
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.

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HAHA GENERATION CORP.

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016

(UNAUDITED)

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 (“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, 2015.

Organization

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

Going Concern

These financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had an accumulated deficit of $252,848 and $201,098 as of September 30, 2016 and December 31, 2015, respectively, and it had no revenue from operations.

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

The 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 Hsuan-Hsien Liao, our President and sole director, which commitment is for 12 months, and all amounts lent by Ms. Liao pursuant to that commitment shall not accrue interest and shall be payable on demand; provided however, such command will not be made prior to the expiration of that 12 month period after the date of that commitment, which date was March 31, 2016.

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The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying financial statements.

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.

Cash and Cash Equivalents

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

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At September 30, 2016 and December 31, 2015, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The deferred income tax assets were $0 as of both September 30, 2016 and December 31, 2015.

Reclassifications

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.

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Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

NOTE 2. DUE TO RELATED PARTY

From March 2014 to the present, Hsuan-Hsien Liao, our President and sole director, has been the marketing director for, and a member of the Board of Directors of, Shinin Silica Co., Ltd., “Shinin Silica”, a Taiwanese Company. On November 25, 2014, the Company entered a tentative agreement with Shinin Silica for a business cooperation. The agreement was canceled and the prepayment was returned in excess of $3,186 in March 2015.

NOTE 3. STOCKHOLDERS’ EQUITY

On June 12, 2014, the Company issued 10,000 shares of its common stock to its then sole director for $1,000 cash. On July 23, 2014, that director sold those shares to his daughter, the Company’s current president and sole director, for $1,000 cash.

On December 8, 2014, the Company issued 197,281 shares of common stock to thirty-two shareholders for $197,281 in cash.

On May 5, 2015, the Company issued 3,000 shares of common stock to three shareholders for $3,000 in cash.

On April 30, 2016, the Company issued 89,375 shares of common stock to fifty-two shareholders for $111,719 in cash.

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.

NOTE 4. INCOME TAXES

As of September 30, 2016, the Company had net operating loss carry forwards of approximately $252,848 that may be available to reduce future years’ taxable income through 2036. 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.

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The provision for Federal income tax consists of the following for the nine months ended September 30:

	2016			2015
Federal income tax benefit attributable to:
Current Operations	$	17,595		$	3
Less: valuation allowance		(17,595	)		(3	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of September 30, 2016 and December 31, 2015:

	September 30, 2016			December 31, 2015
Deferred tax asset attributable to:
Net operating loss carryover	$	85,968		$	68,373
Less: valuation allowance		(85,968	)		(68,373	)
Net deferred tax asset	$	0		$	0

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 nine months ended September 30, 2016 and 2015 are analyzed below:

	Nine Months ended			Nine Months ended
	September 30, 2016			September 30, 2015
Statutory tax benefit		(34	)%		(34	)%
Nondeductible/nontaxable items		-	%		-	%
Change in deferred tax asset valuation allowance		34	%		34	%
Provision for income taxes		-	%		-	%

For the nine months ended September 30, 2016 and 2015, 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.

NOTE 5. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2016 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.”

******

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Three months ended September 30, 2016 compared to the three months ended September 30, 2015

Net revenue for the three months ended September 30, 2016, and for the three months ended September 30, 2015, was $0. Interest income for the three months ended September 30, 2016, was $23, as compared to $0 for the three months ended September 30, 2015.

General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses for the three months ended September 30, 2016, was $14,950, as compared to $0 for the three months ended September 30, 2015. The increase in those expenses was primarily attributable to accounting, legal and professional fees.

Our net loss was $(14,927) for the three months ended September 30, 2016, as compared to $0 for the three months ended September 30, 2015. The increase in net loss was a result of the increase in general and administrative expenses.

Nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

Net revenue for the nine months ended September 30, 2016, and for the nine months ended September 30, 2015, was $0. Interest income for the nine months ended September 30, 2016, was $23, as compared to $0 for the nine months ended September 30, 2015.

General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses for the nine months ended September 30, 2016, were $51,773, as compared to $10 for the nine months ended September 30, 2015. The increase in those expenses was primarily attributable to an increase in accounting, legal and professional fees.

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Our net loss was $(51,750) for the nine months ended September 30, 2016, as compared to $(10) for the nine months ended September 30, 2015. The increase in net loss was a result of the increase in general and administrative expenses.

Liquidity and Capital Resources

Cash and cash equivalents were $65,887 at September 30, 2016, and $3,369 at December 31, 2015. Our total current assets were $70,837 at September 30, 2016, as compared to $3,369 at December 31, 2015. Our total current liabilities were $10,686 at September 30, 2016, as compared to $3,186 at December 31, 2015.

We had working capital of $60,151 at September 30, 2016, compared to working capital of $183 at December 31, 2015. The increase was primarily due to cash provided by the sale of our common stock.

Net cash used in operating activities during the nine months ended September 30, 2016, was $(49,200), compared to $(10) for the nine months ended September 30, 2015. The increase in cash used in operating activities was primarily due to an increase in net losses.

Net cash provided by financing activities for the nine months ended September 30, 2016, was $111,718, compared to $3,000 for the nine months ended September 30, 2015, which change was primarily due to cash received from the issuance of our common stock.

Net change in cash and cash equivalents was an increase of $62,518 for the nine months ended September 30, 2016, compared to $2,990 for the nine months ended September 30, 2015, which change was primarily due to proceeds from the sale of our common stock.

Inflation

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

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There was no change to our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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

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.

None.

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Item 6. Exhibits.

The following exhibits are filed as part of this quarterly report, pursuant to Item 601 of Regulation S-K. All exhibits are attached hereto unless otherwise noted.

Exhibit Number	Description
3.1*	Articles of Incorporation
3.2*	Certificate of Amendment to Articles of Incorporation
3.3*	Certificate of Correction of Articles of Incorporation
3.4*	Bylaws
5.1*	Opinion Regarding Legality and Consent of Counsel by Stepp Law Corporation
10.1*	Marketing and Distribution Agreement dated August 1, 2015, with Shinin Silica Corp., a Taiwanese corporation
10.2*	Form of Subscription Agreement
14*	Code of Ethics
31**	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
99*	Funding Commitment dated March 31, 2015 in the amount of $100,000 by Hsuan-Hsien Liao

_____________

* Included as exhibits to that Registration Statement on Form S-1 filed with the SEC on October 16, 2015.

** Filed herewith.

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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: November 14, 2016	By:	/s/ Hsuan-Hsien Liao
		Hsuan-Hsien Liao
		Principal Executive Officer, Principal Financial Officer, President and Chairman of the Board

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