10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

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

1934 For the quarterly period ended: October 31, 2023

☐	TRANSITION<br> 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 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 November 27, 2023.

	Index
		Page
Part I - FINANCIAL INFORMATION
Item<br> 1.	Unaudited<br> Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of October 31, 2023 (unaudited) and July 31, 2023	3
	Condensed Consolidated Statements of Operations for the three months ended October 31, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended October 31, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2023 and 2022 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item<br> 2.	Management’s Discussion and Analysis or Plan of Operation	13
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item<br> 4.	Controls and Procedures	17
Part II - OTHER INFORMATION
Item<br> 1.	Legal Proceedings	18
Item<br> 1A.	Risk Factors	18
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item<br> 3.	Defaults Upon Senior Securities	18
Item<br> 4.	Mine Safety Disclosures	18
Item<br> 5.	Other Information	18
Item<br> 6.	Exhibits	18
SIGNATURES		19

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HARTFORD

GREAT HEALTH CORP.

CONDENSED

CONSOLIDATED BALANCE SHEETS

			July<br> 31, 2023
ASSETS
Current<br> Assets
Cash<br> and cash equivalents	13,627		$	5,793
Prepaid<br> and Other current receivables	273			280
Related<br> party receivable	964			964
Total<br> Current Assets	14,864			7,037
Non-current<br> Assets
Property<br> and equipment, net	634			730
Total<br> Non-current Assets	634			730
TOTAL<br> ASSETS	15,498		$	7,767
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
Current<br> Liabilities
Related<br> party loan and payables	4,306,319		$	4,367,194
Other<br> current payable	127,174			130,279
Total<br> Current Liabilities	4,433,493			4,497,473
TOTAL<br> LIABILITIES	4,433,493			4,497,473
Commitments<br> and contingencies	-			-
Stockholders’<br> Equity (Deficit)
Preferred<br> stock - 0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding	-			-
Common<br> stock - 0.001 par value, 300,000,000 shares authorized, 100,108,000 shares outstanding at both of October 31, 2023 and July 31,<br> 2023.	100,108			100,108
Additional<br> paid-in capital	2,173,521			2,173,521
Accumulated<br> deficit	(7,029,173	)		(7,003,717	)
Accumulated<br> other comprehensive loss	337,549			240,382
Total<br> Stockholders’ Deficit	(4,417,995	)		(4,489,706	)
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ DEFICIT	15,498		$	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)

	2023			2022
	Three months ended
	October<br> 31,
	2023			2022
Operating expenses
Selling,<br> general and administrative	$	20,192		$	54,648
Operating Loss		(20,192	)		(54,648	)
Other Income (Expense)
Interest (expense), net		(5,264	)		(4,089	)
Gain on disposal of subsidiary		-			539,230
Other<br> income (expense), net		-			(91	)
Other (expense) income,<br> net		(5,264	)		535,050
(Loss) income before income taxes		(25,456	)		480,402
Income Tax Expense		-			-
Net (loss) income	$	(25,456	)	$	480,402
Net loss per common share:
Basic<br> and Diluted	$	0.00		$	0.00
Weighted average shares outstanding:
Basic<br> and diluted		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.

CONSOLIDATED

STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	2023			2022
	Three months<br> ended
	October<br> 31,
	2023			2022
Net (loss) income	$	(25,456	)	$	480,402
Other Comprehensive income, net of income tax
Foreign<br> currency translation adjustments		97,167			345,933
Total<br> other comprehensive income		97,167			345,933
Total Comprehensive<br> Income	$	71,711		$	826,335

The

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

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HARTFORD

GREAT HEALTH CORP.

CONSOLIDATED

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Shares		Amount		Capital		(Deficit)			loss			(Deficit)
										Accumulated			Total
					Additional					Other			Stockholders’
	Common<br> Stock				Paid -<br> in		Accumulated			Comprehensive			Equity
	Shares		Amount		Capital		(Deficit)			loss			(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	)
	Shares		Amount		Capital		(Deficit)			loss			Interest			(Deficit)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
										Accumulated						Total
					Additional					Other						Stockholders’
	Common<br> Stock				Paid -<br> in		Accumulated			Comprehensive			Noncontrolling			Equity
	Shares		Amount		Capital		(Deficit)			loss			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
Net (loss) income		-		-		-		480,402			-			-			480,402
Disposal of subsidiary		-		-		-		-			-			1,307,586			1,307,586
Foreign currency translation<br> 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	)
Balance		100,108,000		100,108		2,173,521		(6,920,218	)		329,191			-			(4,317,398	)

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)

	2023			2022
	Three months ended
	October<br> 31,
	2023			2022
Cash flows from operating activities:
Net income<br> (loss)	$	(25,456	)	$	480,402
Adjustments to reconcile<br> net income (loss) to net cash used in operating activities:
Depreciation		79
Disposal of subsidiaries		-			(539,230	)
Changes in operating assets<br> and liabilities:
Prepaid and Other current<br> receivables		-			143
Related party receivables<br> and payables		5,264			15,449
Other<br> current payable		-			16,518
Net cash used in operating<br> activities		(20,113	)		(26,718	)
Cash flows from investing activities:
Net cash used in investing<br> activities		-			-
Cash flows from financing activities:
Proceeds<br> of related party notes payable		28,000			30,000
Net cash provided by financing<br> activities		28,000			30,000
Effect of exchange rate changes on cash		(53	)		(1,650	)
Net change in Cash, cash equivalents and restricted<br> cash		7,834			1,632
Cash, cash equivalents<br> and restricted cash at beginning of period		5,793			15,227
Cash, cash equivalents<br> and restricted cash at end of period	$	13,627		$	16,859
Supplemental Cash Flow Information
Interest<br> paid	$	-		$	-
Income<br> 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

1. 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 Comprehensive 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.

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. The Company’s net income (loss) excludes income (loss) attributable to the noncontrolling interests.

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 adopted ASC Topic 606 Revenue from Contracts with Customers (“Topic 606) on August 1, 2019, applying the modified retrospective method to all contracts that were not completed as of August 1, 2019. Revenue is recognized when control of promised goods or services is transferred to our customers in an amount of consideration to which we expect to be entitled to in exchange for those goods or services. We follow 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. ASC 606 has no material impacts on the Company’s financial positions. 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.

a.	Early<br> childhood education services: HF Int’l Education generates revenue from childhood education<br> classes provided to its customers. The educational services consist of parent-child and bilingual<br> childcare classes. Each contract of educational classes is accounted for as a single performance<br> obligation which is satisfied proportionately over the service period. Tuition fee is generally<br> collected in advance and is initially recorded as deferred revenue and transferred to contract<br> liabilities after trial period. Refunds are provided to parents if they decide within the<br> trial period that they no longer want to take the class. After the trial period, if a parent<br> withdraws from a class, usually only that unearned portion of the fee is available to be<br> returned. Nil of revenue has been generated during the three months ended October 31, 2023<br> and 2022, respectively.
b.	Hospitality<br> services: HZLJ generates revenue primarily from the room rentals, sale of food and beverage<br> and other miscellaneous hospitality services. The Company recognizes room rental and services<br> daily as services are provided. Under ASC 606, the pattern and timing of recognition of income<br> from hotel facility is consistent with the prior accounting model.
---	---

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 from the two-revenue-stream for the three months ended October 31, 2023 and 2022, respectively. See Note 3 Acquisitions and Disposals.

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RecentAccounting Pronouncements.

Recentlyadopted accounting pronouncements

In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts, rather than the “incurred loss” model. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. The company adopted ASU 2016-13 on August 01, 2023. The adoption of ASU 2016-13 has no impact on the Company’s consolidated financial statements.

NOTE

2. 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 $7,029,173 as of October 31, 2023. These conditions raise 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

3. 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,<br> excluding noncontrolling interest		(537,399	)
Consideration		1,831
Gain on disposal of<br> the subsidiaries	$	(539,230	)

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NOTE

4. RELATED PARTY TRANSACTIONS

RelatedParty Receivables

As

of October 31, 2023 and July 31, 2023, HFUS had $964 related party receivable, respectively, due from SH Oversea in relation to the disposal consideration.

RelatedParty Payables and loans

As

of October 31, 2023 and July 31, 2023, amounts of $572,263 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 managed by the same management team, in the amounts of $3,212,877 and $3,291,324 as of October 31, 2023 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. $5,264 and $4,089 of interest expenses were recorded during the three months ended October 31, 2023 and 2022, respectively. As of October 31, 2023 and July 31, 2023, the unpaid principal and interest amount of $450,765 and $417,501, respectively, will be due on demand.

The

remaining related party payable of $70,414 and $72,133 as of October 31, 2023 and July 31, 2023, respectively, represents the unpaid portion of operating advances made to the Company by affiliates which are managed by the same management team. These advances do not bear interest and are considered due on demand.

OtherRelated Party Transactions

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

5. COMMITMENTS AND CONTINGENCIES

There has been no material contractual obligations and commitments as of October 31, 2023.

NOTE

6. 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.

NOTE

7. 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 no subsequent events were noted.

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

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

This discussion updates our business plan for the three-month periods ending October 31, 2023. It also analyzes our financial condition at October 31, 2023 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 October 31, 2023, 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 October 31, 2023, 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.

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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”) with 90 percent of Shanghai Qiao Garden International Travel Agency (“Qiao Garden Int’l Travel”), which was disposed on December 31, 2020, and formed a joint venture entity, Hartford International Education Technology Co., Ltd (“HF Int’l Education”).

The subsidiary of HFUS in Shanghai (HFSH) advances operating funds from two related party entities, SH Qiao Hong and SH Oversea Chinese Culture Media Ltd. The main purpose of the funding is to invest in Hartford International Education Technology (Shanghai) Co., Ltd. (HF Int’l Education). Upon signing of supplemental agreement, HFUS currently holds 75.5% ownership of HF Int’l Education and maintains control over HF Int’l Education. On July 24, 2019, HF Int’l Education established a 100% owned subsidiary, Pudong Haojin Childhood Education Ltd. (“PDHJ”). On October 28, 2019, PDHJ had its childhood education center opened. On March 23, 2020, HF Int’l Education established Shanghai Hongkou HaiDeFuDe Childcare Co., Ltd.(“HDFD”) and was approved the business license to conduct childcare operations 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”). During the board meeting, SH Jingyu and another noncontrolling shareholders also sold a total of 14.5% equity at zero value to HFSH. As a result, HFSH holds 90% of HF Int’l Education and a total of 10% equity is held by two individual noncontrolling shareholders.

HF Int’l Education has developed an enhanced model of childcare franchise management program and registered a new brand name, “HaiDeFuDe”. HF Int’l Education has recruited a team of knowledgeable childcare teachers to develop series of independent textbooks designed to targeted age of young children and register for the copyrights for these textbooks in September of 2020. Since then, HF Int’l Education has begun marketing and promoting the enhanced model of franchise operation and management packaged program, under “HaiDeFuDe” brand, to an initial of 50 franchisees throughout different regions of China. To achieve that, HF Int’l Education has incorporated existing market resources throughout other major cities and provinces in China. The promotion of HF Int’l Education franchise operation and management model was expected to attract other childcare education centers to join the “HaiDeFuDe” brand, and HF Int’l Education expected to generate revenue from franchise and management fees.

Due to market uncertainties during the pandemic, the board of HFSH adopted a new management approach to ease cash flow and reduce operation loss. In March 2021, HF Int’l Education entered agreements with Hartford Health Management (Shanghai), Co. Ltd. (“HFHM”). HFHM purchased seven education & intellectual property copy rights and ten “HaiDeFuDe” registered trademarks from HF Int’l Education for a total amount of RMB1.2M and RMB1.0M, respectively. In June 2021, HF Int’l Education and its three subsidiaries entered license agreements with HFHM for the rights to use the intellectual Properties (the “IPs”) HFHM owns. The IPs cover in the license agreements are four sets of curriculum structure designed and fifteen trademarks including “HaiDeFuDe” registered trademarks purchased from HF Int’l Education. As a return, on a monthly basis, HF Int’l Education and its subsidiaries pays 20% of its tuition revenue generated to HFHM as license usage fee.

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 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).

The company’s sole subsidiary, HFSH is currently working with herbal manufacturers to develop new herbal health supplement products for wholesale distribution in China. Due to deflation in China, the expected marketing and product launch date has been pushed back towards next year.

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Resultsof Operations – Three months ended October 31, 2023 Compared to Three months ended October 31, 2022.

OperatingExpenses: Operating expenses decreased to $20,192 for the three months ended October 31, 2023, compared to $54,648 during the comparable period of 2022. The decrease of operating expenses was resulted from the discontinued operations since August 1, 2022. see Note 3 Acquisitions and Disposals.

OtherIncome (Expense): Other expense, net amount of $5,264 for the three months ended October 31, 2023, compared to Other income, net amount of $535,050 for the corresponding period of 2022. Other expense for the three months ended October 31, 2023 was mainly resulted from interest expenses. Other income for the three months ended October 31, 2022 was mainly resulted from the gain on disposal of subsidiaries offset by interest expenses.

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NetIncome (Loss): We recorded a net loss of $25,456 or $(0.00) per share for the three months ended October 31,2023, compared to a net income of $480,402 or $0.00 per share for the three months ended October 31, 2022, due to the factors discussed above.

Liquidityand Capital Resources

As of October 31, 2023, we had a working capital deficit of $4,418,629 comprised of current assets of $14,864 and current liabilities of $4,433,493. This represents a decrease of $71,807 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 $175,000. We are currently seeking for further funding through related parties’ loan and finance.

As of October 31, 2023, 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.

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 – Three months ended October 31, 2023 Compared to Three months ended October 31, 2022

OperatingActivities

Cash used in operating activities was $20,113 for the three months ended October 31, 2023 as compared to $26,718 cash used in the operations for the three months ended October 31, 2022. During the three months ended October 31, 2023, we recorded net loss of $25,456 offset by a $5,264 increase of related party payables.

During the three months ended October 31, 2022, we recorded net income of $480,402, other current payable increased by $16,518 and related party payables net with receivables increased by $15,449, offset by non-cash item gain on disposal of subsidiaries of $539,230.

Investingactivities

Nil of investing activities occurred during the three months ended October 31, 2023 and 2022, respectively.

Financingactivities

Cash provided by financing activities was $28,000 for the three months ended October 31, 2023 as compared to $30,000 cash provided by financing activities for the three months ended October 31, 2022. The cash flows provided by financing activities for both of the three months ended October 31, 2023 and 2022, were 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

As of October 31, 2023, we have no future capital expenditures plan.

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Off-BalanceSheet Arrangements

As of and subsequent to October 31, 2023, we have no off-balance sheet arrangements.

ContractualCommitments

As of October 31, 2023, we don’t have material contractual commitments.

CriticalAccounting Policies

Our significant accounting policies are disclosed in Note 1 of the footnotes to our unaudited financial statements above. 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 October 31, 2023, 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.
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Changesin Internal Control

During the three months ended October 31, 2023, 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 three months ended October 31, 2023, 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<br> GREAT HEALTH CORP.
Date:<br> December 12, 2023	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<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiaries, is made known to us by others within<br> 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<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting; and
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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<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting.
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Date: December 12, 2023

/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.;

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<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiaries, is made known to us by others within<br> 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<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting; and
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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<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting.
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Date: December 12, 2023

/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 October 31, 2023 (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> December 12, 2023	/s/ ROSE HONG WANG
	Rose<br> Hong Wang
	Chief<br> Executive Officer
Date:<br> December 12, 2023	/s/ SHENG-YIH CHANG
	Sheng-Yih<br> Chang
	Chief<br> Financial Officer