10-Q - HFUS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934 For the quarterly period ended: ### January 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	EXCHANGE ACT For the transition period from ________ to ________

Commission

File Number: 000-54439

HARTFORD

GREAT HEALTH CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or other jurisdiction of incorporation or organization)

51-0675116

(I.R.S. Employer Identification Number)

8832Glendon Way, Rosemead, California 91770

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number including area code: (626)321-1915

Former

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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, every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☐	Smaller<br> reporting company ☒
Emerging<br> 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 ☒

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> stock, par value $0.001 par value	HFUS	OTC<br> Markets Group

State

the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 100,108,000 shares of common stock outstanding as of March 14, 2024.

Index
		Page
Part I - FINANCIAL INFORMATION
Item<br> 1.	Unaudited<br> Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of January 31, 2024 (unaudited) and July 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three and Six months ended January 31, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six months ended January 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Six months ended January 31, 2024 and 2023 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item<br> 2.	Management’s Discussion and Analysis or Plan of Operation	12
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item<br> 4.	Controls and Procedures	15
Part II - OTHER INFORMATION		16
Item<br> 1.	Legal Proceedings	16
Item<br> 1A.	Risk Factors	16
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item<br> 3.	Defaults Upon Senior Securities	16
Item<br> 4.	Mine Safety Disclosures	16
Item<br> 5.	Other Information	16
Item<br> 6.	Exhibits	16
SIGNATURES		17

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HARTFORD

GREAT HEALTH CORP.

CONDENSED

CONSOLIDATED BALANCE SHEETS

			July<br> 31, 2023

ASSETS
Current Assets
Cash and cash equivalents	8,484		$	5,793
Prepaid and Other current receivables	282			280
Related party receivable	964			964
Total Current Assets	9,730			7,037
Non-current Assets
Property and equipment, net	597			730
Total Non-current Assets	597			730
TOTAL ASSETS	10,327		$	7,767
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Related party loan and payables	4,440,337		$	4,367,194
Other current payable	131,835			130,279
Total Current Liabilities	4,572,172			4,497,473
TOTAL LIABILITIES	4,572,172			4,497,473
Commitments and contingencies	-			-
Stockholders’ Equity (Deficit)
Preferred stock - 0.001 par value, 5,000,000 shares authorized, no<br> shares issued and outstanding	-			-
Common stock - 0.001 par value, 300,000,000 shares authorized, 100,108,000<br> shares outstanding at both of January 31, 2024 and July 31, 2023.	100,108			100,108
Additional paid-in capital	2,173,521			2,173,521
Accumulated deficit	(7,049,170	)		(7,003,717	)
Accumulated other comprehensive<br> income	213,696			240,382
Total Stockholders’ Deficit	(4,561,845	)		(4,489,706	)
TOTAL LIABILITIES AND STOCKHOLDERS’<br> DEFICIT	10,327		$	7,767

All values are in US Dollars.

The

accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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HARTFORD

GREAT HEALTH CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	2024			2023			2024			2023
	Three months ended						Six months ended
	January 31,						January 31,
	2024			2023			2024			2023
Revenue - Related Party	$	62,443		$	-		$	62,443		$	-
Cost of revenue - Related Party		55,505			-			55,505			-
Gross Profit		6,938			-			6,938			-
Operating expenses
Selling, general and administrative		21,942			21,362			42,134			76,010
Total operating expenses		21,942			21,362			42,134			76,010
Operating Loss		(15,004	)		(21,362	)		(35,196	)		(76,010	)
Other Income (Expense)
Interest (expense), net		(5,067	)		(4,089	)		(10,331	)		(8,178	)
Gain on disposal of subsidiary		-			-			-			539,230
Other income (expense), net		74			-			74			(91	)
Other income (expense), net		(4,993	)		(4,089	)		(10,257	)		530,961
(Loss) income before income taxes		(19,997	)		(25,451	)		(45,453	)		454,951
Income Tax Expense		-			-			-			-
Net (loss) income		(19,997	)		(25,451	)		(45,453	)		454,951
Net (loss) income per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Weighted average shares outstanding:
Basic and diluted		100,108,000			100,108,000			100,108,000			100,108,000

The

accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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HARTFORD

GREAT HEALTH CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	2024			2023			2024			2023
	Three months ended						Six months ended
	January 31,						January 31,
	2024			2023			2024			2023
Net (loss) income	$	(19,997	)	$	(25,451	)	$	(45,453	)	$	454,951
Other Comprehensive (loss) income, net of income tax
Foreign currency translation adjustments		(123,853	)		(322,644	)		(26,686	)		23,289
Total other comprehensive (loss) income		(123,853	)		(322,644	)		(26,686	)		23,289
Total Comprehensive (loss) income	$	(143,850	)	$	(348,095	)	$	(72,139	)	$	478,240

The

accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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HARTFORD

GREAT HEALTH CORP.

CONDENSED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

										Accumulated				Total
					Additional					Other				Stockholders’
	Common Stock				Paid - in		Accumulated			Comprehensive				Equity
	Shares		Amount		Capital		(Deficit)			income				(Deficit)
Balance, July 31, 2023		100,108,000		100,108		2,173,521		(7,003,717	)		240,382		-		(4,489,706	)
Net loss		-		-		-		(25,456	)		-		-		(25,456	)
Foreign currency translation adjustment		-		-		-		-			97,167		-		97,167
Balance, October 31, 2023 (unaudited)		100,108,000		100,108		2,173,521		(7,029,173	)		337,549		-		(4,417,995	)
Net loss		-		-		-		(19,997	)		-		-		(19,997	)
Foreign currency translation adjustment		-		-		-		-			(123,853	)			(123,853	)
Balance, January 31, 2024 (unaudited)		100,108,000		100,108		2,173,521		(7,049,170	)		213,696		-		(4,561,845	)
										Accumulated						Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
					Additional					Other						Stockholders’
	Common Stock				Paid - in		Accumulated			Comprehensive			Noncontrolling			Equity
	Shares		Amount		Capital		(Deficit)			(loss) income			Interest			(Deficit)
Balance, July 31, 2022		100,108,000		100,108		2,173,521		(7,400,620	)		(16,742	)		(1,288,916	)		(6,432,649	)
Balance,		100,108,000		100,108		2,173,521		(7,400,620	)		(16,742	)		(1,288,916	)		(6,432,649	)
Net income		-		-		-		480,402									480,402
Disposal of subsidiary														1,307,586			1,307,586
Foreign currency translation adjustment											345,933			(18,670	)		327,263
Balance, October 31, 2022 (unaudited)		100,108,000		100,108		2,173,521		(6,920,218	)		329,191			-			(4,317,398	)
Net<br> income		-		-		-		(25,451	)		-			-			(25,451	)
Net<br> income (loss)		-		-		-		(25,451	)		-			-			(25,451	)
Foreign currency translation adjustment		-		-		-		-			(322,644	)		-			(322,644	)
Balance, January 31, 2023 (unaudited)		100,108,000		100,108		2,173,521		(6,945,669	)		6,547			-			(4,665,493	)
Balance,		100,108,000		100,108		2,173,521		(6,945,669	)		6,547			-			(4,665,493	)

The

accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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HARTFORD

GREAT HEALTH CORP.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	2024			2023
	Six months ended
	January 31,
	2024			2023
Cash flows from operating activities:
Net (loss) income	$	(45,453	)	$	454,951
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		136			-
Disposal of subsidiaries		-			(539,230	)
Changes in operating assets and liabilities:
Prepaid and Other current receivables		-			827
Related party receivables and payables		10,330			26,955
Other current payable		694			(6,631	)
Net cash used in operating activities		(34,293	)		(63,128	)
Cash flows from investing activities:
Net cash used in investing activities		-			-
Cash flows from financing activities:
Proceeds of related party notes payable		36,000			60,000
Advances from related parties		971			-
Net cash provided by financing activities		36,971			60,000
Effect of exchange rate changes on cash		13			(1,524	)
Net change in Cash, cash equivalents and restricted cash		2,691			(4,652	)
Cash, cash equivalents and restricted cash at beginning of period		5,793			15,227
Cash, cash equivalents and restricted cash at end of period	$	8,484		$	10,575
Supplemental Cash Flow Information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

The

accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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HARTFORD

GREAT HEALTH CORP.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are the responsibility of the Company’s management. These accounting policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied in the preparation of the financial statements. This disclosure should be read in conjunction with our audited financial statements for the year ended July 31, 2023, including footnotes, contained in our Annual Report on Form 10-K.

Organization

Hartford Great Health Corp. was originally incorporated in the State of Nevada on April 2, 2008 under the name PhotoAmigo, Inc. It changed its name to Hartford Great Health Corp. on August 22, 2018 and since then we have been engaged in activities to formulate and implement our business plans.

Through its wholly owned subsidiary - Hangzhou Hartford Comprehensive Health Management, Ltd (“HZHF) and HZHF’s 60 percent owned subsidiary - Hangzhou Longjing Qiao Fu Vacation Hotel Co., Ltd. (“HZLJ”), and through Shanghai Hartford Health Management, Ltd. (“HFSH”) and its 90 percent owned subsidiary - Shanghai Qiao Garden International Travel Agency (“Qiao Garden Int’l Travel”), the Company engages in hospitality industry in China. Qiao Garden Int’l Travel was disposed on December 31, 2020.

The

Company started to engage in early childhood education industry at Hartford International Education Technology Co., Ltd (“HF Int’l Education”). On July 24, 2019 and March 23, 2020, HF Int’l Education established two 100% owned subsidiaries, Pudong Haojin Childhood Education Ltd. (“PDHJ”) and Shanghai Hongkou HaiDeFuDe Childcare Co., Ltd.(“HDFD”), respectively, to operate the early childhood education service under the brand name of “HaiDeFuDe” in Shanghai, China. On July 20, 2020, HF Int’l Education entered an agreement with two individuals to acquire the whole ownership of Shanghai Gelinke Childcare Education Center (“Gelinke”). Gelinke temporally ceased its operations by the end of August 2021. On August 31, 2021, PDHJ established one 96% owned subsidiary, Shanghai HDFD Zhongli Education Technology Co., Ltd. (“Zhongli”), two individual investors hold the remaining 4% ownership.

Impacted

by the government regulation implemented in education industry and the restrictions posted by the Chinese government to control the pandemic in China since 2021, to avoid further operation losses, on August 1, 2022, HFSH entered a contract with a related party, Shanghai Oversea Chinese Culture Media Ltd. (“SH Oversea”), to sell 90 percent ownership of HF Int’l Education and its subsidiaries for $900 (RMB 5,850). On August 1, 2022, HFUS entered a contract with SH Oversea and another individual, to sell 100 percent ownership of HZHF and its subsidiaries for $1,000 (RMB 6,500). See Note 3 Acquisitions and Disposals.

On January 10, 2024, HFSH changed its legal name from Shanghai Hartford Health Management, Ltd. to Hartford ZY Culture Media (Shanghai) Co., Ltd., hereon refer to as “HFZY”. and started to deliver media and advertisement services. HFZY mainly engage in social media advertising business on mainstream social media platforms such as Tik Tok, Toutiao, Kwai, RED, WeChat, and more. As an advertising partner of China’s major social media platforms, it provides customers with vertical integration services from early-stage advertising video creativity, shooting, editing, to advertising operation and management on social media apps. HFZY is one of the total solution advertising providers for domestic social media industry in China.

Basisof Presentation

The consolidated financial statements include the accounts of Hartford Great Health Corp, its wholly-owned subsidiaries and subsidiaries in which it has a controlling interest. The Company reports noncontrolling interests of the consolidated entities as a component of equity separate from the Company’s equity. All material inter-company transactions between and among the Company and its consolidated subsidiaries have been eliminated in the consolidation.

Useof Estimates

The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the amounts of assets and liabilities, the identification and disclosure of impaired assets and contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

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IncomeTaxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Tax Reform Act permanently reduces the U.S. corporate income tax rate to a flat 21% rate, effective January 1, 2018. In addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included in the gross income of the CFCs’ U.S. shareholder income. The tax law in PRC applies an income tax rate of 25% to all enterprises. The Company’s subsidiary does not receive any preferential tax treatment from local government. The Company has been in loss position for years and zero amount of tax provisions, including GILTI. Deferred tax assets as of the reporting periods ended were fully reserved for valuation allowance as they are more likely than not to be realized.

RevenueRecognition

The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy a performance obligation. Billings to customers for which services are not rendered are considered deferred revenue. The Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products or providing services to a customer. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms.

The

Company is developing business plan to provide customers with vertical integration services from early-stage advertising video creativity, shooting, editing, to advertising operation and management on social media apps. Most of the advertising revenue will be generated by placing ad products on Tik Tok, Toutiao, Kwai, RED, WeChat, and other third-party affiliated websites and mobile applications. The revenues from the display of impression-based ads will be recognized in the contracted period in which the impressions are delivered. The Company will also generate revenue from the delivery of certain services, such as the creation and delivery of ads that appear on third-party publishers’ websites and social platforms. The Company recognizes revenues from these services in the period in which the service is completed. During current reporting period, the Company generated $62,443 revenue from designing, making, and placing video advertising for our related party customers, primarily Shanghai DuBian Assets Management Ltd., which is managed by our major shareholder’s relatives.

In the past years, the company’s main operations were focusing on Early childhood education services and Hospitality services. Impacted by the Covid-19 pandemic and Chinese regulation on education industry, both early childhood education services and hospitality services have been sold on August 1 2022. Thus, there was no revenue recognized for the three and six months ended January 31, 2023. See Note 3 Acquisitions and Disposals.

RecentAccounting Pronouncements.

Recentlynot yet adopted accounting pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The new guidance requires enhanced disclosures about income tax expenses. The Company is required to adopt this guidance in the first quarter of the fiscal year 2026. Early adoption is permitted on a prospective basis. We are currently evaluating the impact of this ASU on our annual income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosures about significant segment expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year 2025 and for interim period reporting beginning the first quarter of fiscal year 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of this ASU on our segment disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

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NOTE

GOING CONCERN

The

accompanying financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, Hartford Great Health Corp. has incurred losses since inception, resulting in an accumulated deficit of $7,049,170 as of January 31, 2024. This condition raises substantial doubt about the ability of Hartford Great Health Corp. to continue as a going concern.

In view of these matters, continuation as a going concern is dependent upon several factors, including the availability of debt or equity funding upon terms and conditions acceptable to Hartford Great Health Corp., and ultimately achieving profitable operations. Management believes that Hartford Great Health Corp.’s business plan provides it with an opportunity to continue as a going concern. However, management cannot provide assurance that Hartford Great Health Corp. will meet its objectives and be able to continue in operation.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of Hartford Great Health Corp. to continue as a going concern.

NOTE

ACQUISITIONS AND DISPOSALS

In

January 2019, HFSH entered agreements to acquire 100 percent equity interest of Shanghai Luo Sheng International Trade Ltd. (“SH Luosheng”). On August 1, 2022, HFSH decided to withdraw from the agreement entered in January 2019 to acquire 100 percent equity interest of Shanghai Luo Sheng International Trade Ltd. (“SH Luosheng”). There was no penalty levied or to be levied due to delayed execution or inexecution.

Impacted

by the government regulation newly implemented in education industry and the restrictions posted by the Chinese government to control the pandemic in China since 2021, the Company’s business hasn’t been developed as planned and occurred significant loss from the early child education practice. To avoid further operation losses, subsequently on August 1, 2022, HFSH entered a contract with a related party, Shanghai Oversea Chinese Culture Media Ltd. (“SH Oversea”), to sell 90 percent ownership of HF Int’l Education and its subsidiaries for $900 (RMB 5,850). On August 1, 2022, HFUS entered a contract with SH Oversea and another individual, to sell 100 percent ownership of HZHF and its subsidiaries for $1,000 (RMB 6,500).

SCHEDULE

OF NET ASSETS (LIABILITIES) DISPOSED OF SUBSIDIARY

Net assets (liabilities) disposed of:
Cash and cash equivalents	$	4,938
Prepaid and Other current receivables		45,532
Related party receivable		428,519
Inventory		305,124
Property and equipment - Net		582,707
ROU assets-Operating lease		2,836,698
Other assets		296,218
Related party loan and payables		(1,321,549	)
Contract liabilities		(547,906	)
Lease liabilities, current and noncurrent		(3,715,688	)
Other current payable		(401,782	)
Other liabilities		(357,796	)
Noncontrolling interest		1,307,586
Net assets (liabilities) of the subsidiaries, excluding noncontrolling interest		(537,399	)
Consideration		1,831
Gain on disposal of the subsidiaries	$	(539,230	)

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NOTE

RELATED PARTY TRANSACTIONS

RelatedParty Receivables

HFUS

had $964 related party receivable as of both January 31, 2024 and July 31, 2023, due from SH Oversea in relation to the disposal consideration.

RelatedParty Payables and loans

As

of January 31, 2024 and July 31, 2023, amounts of $582,601 and $586,236, respectively, are payable to SH Qiaohong. The balances were mainly funding support from SH Qiaohong for operation. The funding support bears no interest and due on demand.

HFSH

had payable balances to Shanghai Oversea Chinese Culture Media Ltd. (“SH Oversea”), an entity previously was managed by the same management team, in the amounts of $3,321,300 and $3,291,324 as of January 31, 2024 and July 31, 2023, respectively. The payable is funding support from SH Oversea for operation, bears no interest and due on demand.

HFUS

borrowed in form of a short-term loan at 5% per annum from a related party, Hartford Hotel Investment Inc., an entity managed by the same management team. $5,067 and $10,331 of interest expenses were recorded during the three and six months ended January 31, 2024, respectively. $4,089 and $8,178 of interest expenses were recorded during the three and six months ended January 31, 2023, respectively. As of January 31, 2024 and July 31, 2023, the unpaid principal and interest amount of $463,831 and $417,501, respectively, will be due on demand.

The

remaining related party payable of $72,605 and $72,133 as of January 31, 2024 and July 31, 2023, respectively, represents the unpaid portion of operating advances made to the Company by its main shareholder, Mr. Lianyue Song. These advances do not bear interest and are considered due on demand.

OtherRelated Party Transactions

During

the three and six months ended January 31, 2024, the Company generated $62,443 revenue from designing, making, and placing video advertising for its related parties, primarily Shanghai DuBian Assets Management Ltd., which is managed by the Company’s major shareholder’s relatives. For the three and six months ended January 31, 2024, the Company incurred $55,505 in costs related to revenue generation, primarily stemming from services provided by another related party, HF Int’l Education, a subsidiary of SH Oversea.

Office space at Rosemead, CA is provided to Hartford Great Health Corp. at no cost by the sole executive officer. No provision for these costs has been included in these financial statements as the amounts are not material.

NOTE

COMMITMENTS AND CONTINGENCIES

There has been no material contractual obligations and commitments as of January 31, 2024.

NOTE

SEGMENT INFORMATION

Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility.

The Company used to operate in two reportable segments: hospitality (hotel and travel agency) and early childhood education industry in China in the past years. Due to the disposal of operating subsidiaries on August 1, 2022, we currently have one reportable segment for advertising services.

NOTE

SUBSEQUENT EVENTS

In accordance with ASC 855*, “Subsequent Events”*, the Company has evaluated subsequent events through the date of issuance of these unaudited financial statements and subsequent events were noted.

On

February 23, 2024, the Company borrowed $85,000 from its major stockholder, Mr. Lianyue Song., in the form of a demand note at 5% per annum.

On

March 1, 2024, the Company returned $70,000, a portion of the notes payable to the related party, Hartford Hotel Investment Inc.

In

the month of February 2024, HFZY has entered advertising service contracts with ten customers and received approximately RMB 8.11 million (about USD1.13 million) as advanced payment from these customers. HFZY also entered a major supplier contract for advertising placement and prepaid RMB 7.70 million (about USD1.07 million) to the supplier.

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Forward-LookingStatements

This Form 10-Q contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

statements concerning the benefits that we expect will result from our business activities and results of business development that we contemplate or have completed, such as increased revenues; and statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

Item2. Management’s Discussion and Analysis or Plan of Operation Overview

This discussion updates our business plan for the six-month periods ending January 31, 2024. It also analyzes our financial condition at January 31, 2024 and compares it to our financial condition at July 31, 2023. This discussion and analysis should be read in conjunction with our audited financial statements for the year ended July 31, 2023, including footnotes, contained in our Annual Report on Form 10-K, and with the unaudited financial statements for the interim period ended January 31, 2024, including footnotes, which are included in this quarterly report.

Overviewof the Business

Hartford Great Health Corp. was originally incorporated in the State of Nevada on April 2, 2008, under the name PhotoAmigo, Inc. It changed its name to Hartford Great Health Corp. on August 22, 2018, and since then we have been engaged in activities to formulate and implement our business plan as set forth below.

Abilityto continue as a “going concern”.

The independent registered public accounting firms’ reports on our financial statements as of July 31, 2023, includes a “going concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are discussed in the financial statements, including footnotes thereto.

Planof Operation

As of January 31, 2024, the company has issued a total of 100,108,000 shares of common stock. On December 11, 2018, 96,090,000 shares of common stock were issued at the price of $0.02 per share to raise an additional $1,921,800 in capital. On November 24, 2020, the Company issued additional 1,000,000 shares of common stock to a significant shareholder of the Company at $0.02 per share.

On December 28, 2018, the Company acquired Hangzhou Hartford Comprehensive Health Management, Ltd (“HZHF”). On March 22, 2019, the Company acquired 60 percent of Hangzhou Longjing Qiao Fu Vacation Hotel Co., Ltd. (“HZLJ”). On March 20, 2019, the Company acquired Shanghai Hartford Comprehensive Health Management, Ltd. (“HFSH”). Since 2019, HFSH had acquired and formed multiple subsidiaries and tried to develop the childhood education and childcare business. Impacted by Covid-19 pandemic and the government regulation implemented in education industry and the restrictions posted by the Chinese government to control the pandemic in China since 2021, to avoid further operation losses, on August 1, 2022, HFSH entered a contract with a related party, Shanghai Oversea Chinese Culture Media Ltd. (“SH Oversea”), to sell its subsidiaries for $900 (RMB 5,850). On August 1, 2022, HFUS entered a contract with SH Oversea and another individual, to sell HZHF and its subsidiaries for $1,000 (RMB 6,500).

The company’s sole subsidiary, HFSH was working with herbal manufacturers to develop new herbal health supplement products for wholesale distribution in China. Due to deflation in China, demand of herbal health supplement was lower than expected. Therefore, HFSH decided to deviate from its prior business focus and to engage in social media advertising endeavors. On January 10, 2024, HFSH changed its legal name from Shanghai Hartford Health Management, Ltd. to Hartford ZY Culture Media (Shanghai) Co., Ltd., hereon refer to as “HFZY”. and started to deliver media and advertisement services. The pent-up demand from social media influencers’ marketing needs on social media apps lead HFZY to seize the opportunity in providing advertisement services. HFZY begins to engage in social media advertising business on mainstream social media platforms such as Tik Tok, Toutiao, Kwai, RED, WeChat, and more. As an advertising partner of China’s major social media platforms, it provides customers with vertical integration services from early-stage advertising video creativity, photograph shooting, editing, to advertising operation and management on social media apps. HFZY is one of the total solution advertising providers for domestic social media industry in China.

Based on the current social media advertising business, HFZY will gradually launch overseas TikTok advertising campaign in 2024, providing social media advertising solutions for domestic Chinese customers to engage in international markets in the United States.

Subsequently in the month of February 2024, HFZY has entered advertising service contracts with ten customers and received approximately RMB 8.11 million (USD1.13 million) as advanced payment from these customers. HFZY also entered a major supplier contract for advertising placement and prepaid RMB 7.70 million (USD1.07 million). The Company expects the number of customers to grow and the advertising service revenue will significantly increase in the next few months due to the vast demand in social media advertising services.

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Resultsof Operations – Three months ended January 31, 2024 Compared to Three months ended January 31, 2023.

***Revenue:***We recognized $62,443 and $nil revenue in the three months ended January 31, 2024 and 2023, respectively. For the three months ended January 31, 2024, the revenue was primarily generated from designing, making and placing video advertising for Shanghai DuBian Assets Management Ltd., which is managed by our major shareholder’s relatives. As both early childhood education services and hospitality services have been sold on August 1 2022, there was no revenue recognized for the three months ended January 31, 2023.

OperatingCost and Expenses: Cost of revenue increased to $55,505 for the three months ended January 31, 2024, compared to $nil during the comparable period of 2023. The increase of Cost of revenue was mainly due to the increase of the revenue. During the three months ended January 31, 2024, the selling, general and administrative expenses slightly increased to $21,942 compared to $21,362 during the comparable period of 2023.

OtherIncome (Expense): Other expense, net amount of $4,993 for the three months ended January 31, 2024, compared to $4,089 for the three months ended January 31, 2023. Other expenses for both periods were mainly resulted from interest expenses.

NetIncome (Loss): We recorded a net loss of $19,997 or $(0.00) per share for the three months ended January 31, 2024, compared to a net loss of $25,451 or $(0.00) for the three months ended January 31, 2023, due to the factors discussed above.

Resultsof Operations – Six months ended January 31, 2024 Compared to Six months ended January 31, 2023.

***Revenue:***We recognized $62,443 and $nil revenue in the six months ended January 31, 2024 and 2023, respectively. For the six months ended January 31, 2024, the revenue was primarily generated from designing, making and placing video advertising for Shanghai DuBian Assets Management Ltd., which is managed by our major shareholder’s relatives. As both early childhood education services and hospitality services have been sold on August 1 2022, there was no revenue recognized for the six months ended January 31, 2023.

OperatingCost and Expenses: Cost of revenue increased to $55,505 for the six months ended January 31, 2024, compared to $nil during the comparable period of 2023. The increase of Cost of revenue was mainly due to the increase of the revenue. During the six months ended January 31, 2024, the selling, general and administrative expenses decreased to $42,134 compared to $76,010 during the comparable period of 2023. The decrease was due to the reduction of professional expenses occurred in US as a result of the downsize of business operation.

OtherIncome (Expense): Other expense, net amount of $10,257 for the six months ended January 31, 2024, compared to Other income, net amount of $530,961 for the corresponding period of 2023. Other expense for the six months ended January 31, 2024 was mainly resulted from interest expenses. Other income for the six months ended January 31, 2023, was mainly resulted from the gain on disposal of subsidiaries offset by interest expenses.

NetIncome (Loss): We recorded a net loss of $45,453 or $(0.00) per share for the six months ended January 31, 2024, compared to a net income of $454,951 or $0.00 per share for the six months ended January 31, 2023, due to the factors discussed above.

Liquidityand Capital Resources

As of January 31, 2024, we had a working capital deficit of $4,562,442 comprised of current assets of $9,730 and current liabilities of $4,572,172. This represents a increase of $72,006 in the working capital deficit from the July 31, 2023 amount of $4,490,436.

We believe that our funding requirements for the next twelve months will be in excess of $800,000. We are currently seeking for further funding through related parties’ loan and finance.

We will seek additional financing in the form of debt or equity. There is no assurance that we will be able to obtain any needed financing on favorable terms, or at all, or that we will find qualified purchasers for the sale of our stock. Any sales of our securities would dilute the ownership of our existing investors.

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CashFlows – Six months ended January 31, 2024 Compared to Six months ended January 31, 2023

OperatingActivities

Cash used in operating activities was $34,293 for the six months ended January 31, 2024 as compared to $63,128 cash used in the operations for the six months ended January 31, 2023. During the six months ended January 31, 2024, we recorded net loss of $45,453 offset by a $10,330 increase of related party payables.

During the six months ended January 31, 2023, we recorded net income of $454,951, adjusted by subsidiary disposal gain of $539,230, related party payables net with receivables increased by $26,955 and offset by other current payable decreased by $6,631.

Investingactivities

Nil of investing activities occurred during the six months ended January 31, 2024 and 2023, respectively.

Financingactivities

Cash provided by financing activities was $36,971 for the six months ended January 31, 2024 as compared to $60,000 cash provided by financing activities for six months ended January 31, 2023. The cash flows provided by financing activities for both of the six months ended January 31, 2024 and 2023, were primarily from the proceeds of notes payable. The notes payable was borrowed from one related party with 5% annual interest rate. See Note 4 Related Party Transactions.

FutureCapital Expenditures

We are currently engaging a consulting firm to evaluate and facilitate the potential uplisting of the Company’s stock from the OTC market to the Nasdaq exchange. If all conditions align favorably, the Company intends to secure financing through either debt or equity. The funds raised will be allocated to cover the expenses associated with the uplisting process.

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Off-BalanceSheet Arrangements

As of and subsequent to January 31, 2024, we have no off-balance sheet arrangements.

ContractualCommitments

As of January 31, 2024, we don’t have material contractual commitments.

CriticalAccounting Policies

There have been no other changes in our critical accounting policies since our most recent audit dated July 31, 2023.

Item3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of January 31, 2024, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms due to material weaknesses in our internal controls described below.

Management’sReport on Internal Control over Financial Reporting

Management’s assessment identified several material weaknesses in our internal control over financial reporting. These material weaknesses include the following:

●	Lack<br> of proper authorization and approval procedures on significant business transactions.
●	Lack<br> of competence accounting personnel at entity level and proper segregation of duties implemented.

Changesin Internal Control

During the six months ended January 31, 2024, there has been no change in internal control within the Company.

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PART

II – OTHER INFORMATION

Item1. Legal Proceedings.

We were not subject to any other legal proceedings during the six months ended January 31, 2024, and are not currently subject to any legal proceedings, and to the best of our knowledge, no such proceeding is threatened, the results of which would have a material impact on our results of operation or financial condition. Nor, to the best of our knowledge, are any of our officers or directors involved in any legal proceedings in which we are an adverse party.

Item1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item3. Defaults Upon Senior Securities.

None

Item4. Mine Safety Disclosures

Not applicable to our Company.

Item5. Other Information

Not applicable to our Company.

Item6. Exhibits.

The following exhibits are filed with or incorporated by referenced in this report:

31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Rose Hong Wang.

31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Sheng-Yih Chang

32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Rose Hong Wang and Sheng-Yih Chang

101 Interactive Data Files

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

	HARTFORD GREAT HEALTH CORP.
Date:<br> March 14, 2024	By:	/s/ ROSE HONG WANG
		Rose<br> Hong Wang
		Chief<br> Executive Officer

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Exhibit31.1

Certificationof Chief Executive Officer

Pursuantto Section 302 of the Sarbanes-Oxley Act of 2002

andRules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Rose Hong Wang, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hartford Great Health Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
(b)	Designed<br> such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.

Date: March 14, 2024

/s/ ROSE HONG WANG
Rose<br> Hong Wang
Chief<br> Executive Officer

Exhibit31.2

Certificationof Chief Financial Officer

Pursuantto Section 302 of the Sarbanes-Oxley Act of 2002

andRules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Sheng-Yih Chang, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hartford Great Health Corp.;

(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
(b)	Designed<br> such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.

Date: March 14, 2024

/s/ Sheng-Yih Chang
Sheng-Yih<br> Chang
Chief<br> Financial Officer

Exhibit32.1

Certificationof Periodic Financial Report by the Chief Executive Officer and

ChiefFinancial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Hartford Great Health Corp. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended January 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br> March 14, 2024	/s/ ROSE HONG WANG
	Rose<br> Hong Wang
	Chief<br> Executive Officer
Date:<br> March 14, 2024	/s/ SHENG-YIH CHANG
	Sheng-Yih<br> Chang
	Chief<br> Financial Officer