10-K/A
Hartford Creative Group, Inc. (HFUS)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
FORM
10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2023
☐ TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 000-54439
HartfordGreat Health Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 51-0675116 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 8832 Glendon Way, Rosemead, California | 91770 |
| (Address of principal executive offices) | (Zip Code) |
(626) 321-1915
**(**Registrant’s telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
January 31, 2023 the last business day of the Registrant’s
most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $1,244,223
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging 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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 par value | HFUS | OTC Markets Group |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par value $0.001
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 5, 2024.
| Audit Firm Id | Auditor Name: | Auditor Location |
|---|---|---|
| 2485 | Simon<br> & Edward, LLP | Rowland Heights, California |
EXPLANATORY
NOTE
This Amendment No. 1 to Hartford Great Health Corp. (“the Company”) Annual Report on Form 10-K for the annual period from August 1, 2022 to July 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2023 (the “Original Filing”), is to amend Part III Item 12 of the 2023 Form 10-K to correct the errors in the table of beneficial ownership of common stock by certain beneficial owners and management as of October 30, 2023.
This Amendment speaks as of the filing date of the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-K. Because no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
PART III
ITEM
- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of October 30, 2023, there are a total of 100,108,000 shares of our common stock outstanding, our only class of voting securities currently outstanding. The following table describes the ownership of our voting securities by: (i) each of our officers and directors; (ii) all of our officers and directors as a group; and (iii) each shareholder known to us to own beneficially more than 5% of our common stock. All ownership is direct, unless otherwise stated.
| Shares | ||||||
|---|---|---|---|---|---|---|
| Beneficially | Percentage | |||||
| Name<br> of Beneficial Owner | Address<br> of Beneficial Owner | Owned<br> Number | (%) | |||
| RM<br> 3806 218 WUSONG RD, HONGKOU DISTRICT | ||||||
| YUAN<br> LU | SHANGHAI,<br> CHINA | 10,000 | 0.01 | % | ||
| ROSE<br> HONG WANG | 729<br> CARRIAGE HOUSE DRIVE, ARCADIA, CA 91006 | 724,000 | 0.72 | % | ||
| XIN<br> DONG | 8832<br> GLENDON WAY, ROSEMEAD, CA 91770 | 10,000 | 0.01 | % | ||
| SHENG-YIH<br> CHANG | 8832<br> GLENDON WAY, ROSEMEAD, CA 91770 | 1,000,000 | 1.00 | % | ||
| Total<br> Officers and Directors (4) | 1,744,000 | 1.74 | % |
Each shareholder known to us to own beneficially more than 5% of our common stock:
| Shares<br> Beneficially | Percentage | |||||
|---|---|---|---|---|---|---|
| Name<br> of Beneficial Owner | Address<br> of Beneficial Owner | Owned<br> Number | (%) | |||
| LIANYUE<br> SONG | 8832<br> GLENDON WAY, ROSEMEAD, CA 91770 | 85,165,200 | 85.07 | % |
PART
IV
ITEM
- EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
| 3. | Exhibits |
|---|
The following documents are filed as a part of this Form 10-K/A:
| 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 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HARTFORD<br> GREAT HEALTH CORP. | ||
|---|---|---|
| Date:<br> March 5, 2024 | By: | /s/ ROSE HONG WANG |
| Rose<br> Hong Wang | ||
| Chief<br> Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Rose Hong Wang | Chief Executive Officer, President, Dir. | March 5, 2024 |
| Rose<br> Hong Wang | (Principal Executive Officer) | |
| /s/ Sheng-Yih Chang | Chief Financial Officer, Dir | March 5, 2024 |
| Sheng-Yih<br> Chang | (Principal Accounting Officer) | |
| /s/ Yuan Lu | Director | March 5, 2024 |
| Yuan<br> Lu | ||
| /s/ Xin Dong | Director | March 5, 2024 |
| Xin<br> Dong |
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<br> have reviewed this Annual Report on Form 10-K/A of Hartford Great Health Corp.; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report; |
| --- | --- |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The<br> registrant’s other certifying officer(s) and I are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br> 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; |
| --- | --- |
| (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 |
| --- | --- |
| (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 |
| --- | --- |
| 5. | The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors (or persons performing<br> 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. |
| --- | --- |
Date: March 5, 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<br> reviewed this Annual Report on Form 10-K/A of Hartford Great Health Corp.; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report; |
| --- | --- |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report; |
| --- | --- |
| 4. | The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined<br> 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)<br> 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<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions): |
| --- | --- |
| (a) | All significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| (b) | Any fraud,<br> whether or not material, that involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting. |
| --- | --- |
Date: March 5, 2024
| /s/ Sheng-Yih Chang |
|---|
| Sheng-Yih<br> Chang |