10-Q

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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: ### April 30, 2022

☐ 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 of each class	Trading Symbol(s)	Name of each exchange on<br> 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 July 7, 2022.

Index

		Page
Part I - FINANCIAL INFORMATION
Item<br> 1.	Unaudited<br> Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of April 30, 2022 (unaudited) and July 31, 2021	3
	Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended April 30, 2022 and 2021	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and nine months ended April 30, 2022 and 2021	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended April 30, 2022 and 2021	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item<br> 2.	Management’s Discussion and Analysis or Plan of Operation	16
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item<br> 4.	Controls and Procedures	19
Part II - OTHER INFORMATION
Item<br> 1.	Legal Proceedings	20
Item<br> 1A.	Risk Factors	20
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item<br> 3.	Defaults Upon Senior Securities	20
Item<br> 4.	Mine Safety Disclosures	20
Item<br> 5.	Other Information	20
Item<br> 6.	Exhibits	20
SIGNATURES		21

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HARTFORD

GREAT HEALTH CORP.

CONDENSED

CONSOLIDATED BALANCE SHEETS

			July 31, 2021
ASSETS
Current Assets
Cash and cash equivalents	16,420		$	27,612
Restricted cash	-			26,566
Prepaid and other current receivables	187,668			286,232
Related party receivable	315,124			325,864
Inventory	311,390			323,814
Total Current Assets	830,602			990,088
Non-current Assets
Property and equipment, net	660,984			593,517
ROU assets-operating lease	3,100,933			3,837,186
Other assets	231,410			321,807
Total Non-current Assets	3,993,327			4,752,510
TOTAL ASSETS	4,823,929		$	5,742,598
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Related party loan and payables	6,129,288		$	4,391,325
Contract liabilities	597,305			545,346
Current operating Lease liabilities	1,277,300			1,130,406
Other current payable	478,962			471,603
Total Current Liabilities	8,482,855			6,538,680
Long-term loan from related party	-			657,572
Lease liabilities, noncurrent	2,785,078			3,532,796
TOTAL LIABILITIES	11,267,933			10,729,048
Commitments and contingencies (Note 13)	-			-
Stockholders’ Equity (Deficit)
Preferred stock - 0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding	-			-
Common stock - 0.001 par value, 300,000,000 shares authorized, 100,108,000 shares outstanding at both of April 30, 2022 and<br> July 31, 2021.	100,108			100,108
Additional paid-in capital	2,173,521			2,173,521
Accumulated deficit	(7,318,415	)		(5,821,519	)
Accumulated other comprehensive loss	(105,761	)		(233,487	)
Noncontrolling interest	(1,293,457	)		(1,205,073	)
Total Stockholders’ Deficit	(6,444,004	)		(4,986,450	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	4,823,929		$	5,742,598

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)

	Three months ended						Nine months ended
	April 30,						April 30,
	2022			2021			2022			2021
Tuition revenue	$	151,930		$	98,313		$	476,842		$	233,499
Service revenue		5,840			39,579			37,691			86,705
Total revenue		157,770			137,892			514,533			320,204
Operating cost and expenses
Cost of revenue		267,968			216,991			884,568			545,532
Depreciation and amortization		27,958			26,039			90,968			60,662
Selling, general and administrative		340,133			481,820			1,313,841			1,927,529
Total operating cost and expenses		636,059			724,850			2,289,377			2,533,723
Operating Loss		(478,289	)		(586,958	)		(1,774,844	)		(2,213,519	)
Other Income (Expense)
Interest (expense) income, net		(16,768	)		(11,747	)		(49,629	)		(15,574	)
Gain on disposal of subsidiary		-			-			-			104,317
Other income (expense), net		52,501			256			150,560			1,829
Other income (expense), net		35,733			(11,491	)		100,931			90,572
Loss before income taxes		(442,556	)		(598,449	)		(1,673,913	)		(2,122,947	)
Income Tax Expense		800			-			800			800
Net Loss		(443,356	)		(598,449	)		(1,674,713	)		(2,123,747	)
Less: net loss attributable to noncontrolling Interest		(48,090	)		(130,040	)		(177,817	)		(486,520	)
Net Loss Attributable to Hartford Great Health Corp	$	(395,266	)	$	(468,409	)	$	(1,496,896	)	$	(1,637,227	)
Net loss per common share:
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)
Weighted average shares outstanding:
Basic and diluted		100,108,000			100,108,000			100,108,000			99,683,092

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 (LOSS) (Unaudited)

	Three months ended						Nine months ended
	April 30,						April 30,
	2022			2021			2022			2021
Net Loss	$	(395,266	)	$	(468,409	)	$	(1,496,896	)	$	(1,637,227	)
Other Comprehensive income (loss), net of income tax
Foreign currency translation adjustments		242,246			31,991			156,631			(217,590	)
Total other comprehensive loss		242,246			31,991			156,631			(217,590	)
Less： total other comprehensive loss attributable to noncontrolling interest		44,999			8,731			28,905			(52,280	)
Total Other Comprehensive Loss Attributable to Hartford Great Health Corp		197,247			23,260			127,726			(165,310	)
Total Comprehensive Loss	$	(198,019	)	$	(445,149	)	$	(1,369,170	)	$	(1,802,537	)

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)

										Accumulated						Total
					Additional					Other						Stockholders’
	Common Stock				Paid - in		Accumulated			Comprehensive			Noncontrolling			Equity
	Shares		Amount		Capital		(Deficit)			loss			Interest			(Deficit)
Balance, July 31, 2021		100,108,000		100,108		2,173,521		(5,821,519	)		(233,487	)		(1,205,073	)		(4,986,450	)
Net (loss)		-		-		-		(1,496,896	)		-			(177,817	)		(1,674,713	)
Investment from noncontrolling interest		-		-		-		-			-			60,528			60,528
Foreign currency translation adjustment		-		-		-		-			127,726			28,905			156,631
Balance, April 30, 2022 (unaudited)		100,108,000		100,108		2,173,521		(7,318,415	)		(105,761	)		(1,293,457	)		(6,444,004	)
										Accumulated						Total
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	Common Stock				Additional<br><br><br><br> <br>Paid - in		Accumulated			Other<br><br>Comprehensive			Noncontrolling			Stockholders’<br><br> Equity
	Shares		Amount		Capital		(Deficit)			loss			Interest			(Deficit)
Balance, July 31, 2020		99,108,000		99,108		2,154,521		(3,568,185	)		(55,146	)		(917,489	)		(2,287,191	)
Net (loss)		-		-		-		(1,637,227	)		-			(486,520	)		(2,123,747	)
Issuance of common stock		1,000,000		1,000		19,000		-			-			-			20,000
Disposal of subsidiary		-		-		-		-			-			(62,098	)		(62,098	)
Foreign currency translation adjustment		-		-		-		-			(165,310	)		(52,280	)		(217,590	)
Balance, April 30, 2021 (unaudited)		100,108,000		100,108		2,173,521		(5,205,412	)		(220,456	)		(1,518,387	)		(4,670,626	)

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)

	Nine months ended
	April 30,
	2022			2021
Cash flows from operating activities:
Net loss including noncontrolling interests	$	(1,674,713	)	$	(2,123,747	)
Adjustments to reconcile net loss including noncontrolling interests to net cash provided by (used in) operating activities:
Depreciation and amortization		90,968			60,662
Disposal of subsidiary, including noncontrolling interest		-			(104,317	)
Loss on disposal of property and equipment		-			755
Changes in operating assets and liabilities:
Prepaid and Other current receivables		91,801			(75,917	)
Inventory		5,393			(297,558	)
Other assets		89,376			(45,456	)
Related party receivables and payables		89,323			26,308
Contract liabilities		66,188			260,420
Other current payable		18,356			312,453
Operating lease assets and liabilities		161,110			74,147
Other liabilities		21,167			20,193
Net cash used in operating activities		(1,041,031	)		(1,892,057	)
Cash flows from investing activities:
Cash proceeds from Acquisitions		-			27,738
Cash used in Acquisitions		-			(15,103	)
Disposal of subsidiary		-			(30,116	)
Purchases of property and equipment		(174,277	)		(137,516	)
Net cash used in investing activities		(174,277	)		(154,997	)
Cash flows from financing activities:
Contribution from noncontrolling interest		62,509			-
Proceeds from issuance of common stock		-			20,000
Proceeds of related party notes payable		120,000			125,000
Principal payments on finance lease		(23,441	)		(21,900	)
Advances from related parties		1,018,395			1,941,842
Net cash provided by financing activities		1,177,463			2,064,942
Effect of exchange rate changes on cash		87			7,935
Net change in Cash, cash equivalents and restricted cash		(37,758	)		25,823
Cash, cash equivalents and restricted cash at beginning of period		54,178			65,277
Cash, cash equivalents and restricted cash at end of period	$	16,420		$	91,100
Supplemental Cash Flow Information
Interest paid	$	-		$	-
Income taxes paid	$	800		$	800
Non-cash investing and financing activities:
Payable to acquiree	$	-		$	10,462
Investment return through three-party settlement	$	-		$	759,947

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, 2021, 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, see note 4 Acquisitions, Joint Ventures and Deconsolidation.

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, see note 4 Acquisitions, Joint Ventures and Deconsolidation.

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.

Reclassifications

Certain amounts on the prior-year consolidated balance sheet, consolidated statement of operations and cash flows were reclassified to conform to current-year presentation, with no effect on ending stockholders’ equity.

IncomeTaxes

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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. The Company is building up its core business upon the completion of multiple acquisitions in 2019, limited operations occurred during the periods ended April 30, 2022 and 2021 impacted by COVID-19 pandemic.

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. The Company recorded $597,305 and $545,346 unsatisfied performance obligations and contract liabilities as of April 30, 2022 and July 31, 2021, respectively.

a.

Early<br> childhood education services: HF Int’l Education generates revenue from childhood education classes provided to its customers.<br> The educational services consist of parent-child and bilingual childcare classes. Each contract of educational classes is accounted<br> for as a single performance obligation which is satisfied proportionately over the service period. Tuition fee is generally collected<br> in advance and is initially recorded as deferred revenue and transferred to contract liabilities after trial period. Refunds are<br> provided to parents if they decide within the trial period that they no longer want to take the class. After the trial period, if<br> a parent withdraws from a class, usually only that unearned portion of the fee is available to be returned. For the three months<br> ended April 30, 2022 and 2021, $151,930 and $98,313 respectively, of revenue were derived from early childhood education classes<br> provided. For the nine months ended April 30, 2022 and 2021, $476,842 and $233,499 respectively, of revenue were derived from early<br> childhood education classes provided.

b.

Hospitality<br> services: HZLJ generates revenue primarily from the room rentals, sale of food and beverage and other miscellaneous hospitality services.<br> The Company recognizes room rental and services daily as services are provided. Under ASC 606, the pattern and timing of recognition<br> of income from hotel facility is consistent with the prior accounting model.

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RecentAccounting Pronouncements.

Recentlyadopted accounting pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which is intended to simplify various aspects related to accounting for income taxes. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. The adoption of ASU No. 2019-12 did not have a material impact on the Company’s financial position, results of operations and liquidity.

Recentlyissued accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements.

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Reclassificationof Prior Year Presentation

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Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

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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 $7,318,415 as of April 30, 2022. 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, JOINT VENTURES AND DECONSOLIDATION

JointVentures

On March 22, 2019, HFSH entered into a joint venture agreement (the “JV agreement”) with Shanghai Jingyu Education Tech Ltd. (“SH Jingyu”) and one individual investor, to form a new entity - HF Int’l Education to provide childcare education services. HFSH initially owned 65.0% ownership of HF Int’l Education, and reduced to 61.0% during the year ended on July 31, 2020 because of equity transactions between noncontrolling shareholders. On June 19, 2020, the board of HF Int’l Education decided to increase registered capital to RMB10 million from RMB5 million, and three out of four noncontrolling shareholders gave up the subscription rights. As a result, HFSH held 75.5% of HF Int’l Education and a total of 24.5% equity was held by noncontrolling shareholders. Pursuant to the board meeting held on June 1, 2021, the noncontrolling shareholders sold a total 14.5% equity at zero consideration to HFSH. As a result, HFSH holds 90.0% of HF Int’l Education and $403,131 noncontrolling loss was absorbed by HFSH as a result of the ownership restructure at HF Int’l Education.

Continuous

operation losses caused by the market uncertainties including pandemic and government regulations, HF Int’l Education entered agreements to sell the copyrights of seven education textbooks and ten “HaiDeFuDe” registered trademarks owned for RMB1.2 million and RMB1.0 million, respectively, to Hartford Health Management (Shanghai) Co., Ltd (“HFHM”) in March 2021 with approval of the board of directors. The CEO of HFHM is a shareholder of the Company who owns more than 5% of the Company’s common stocks.

On

August 31, 2021, PDHJ, one of HF Int’l Education’s wholly owned subsidiary, entered into a joint venture agreement with two individual investors, to form a new entity - Shanghai HDFD Zhongli Education Technology Co., Ltd. (“Zhongli”) to provide education related services or technology. PDHJ holds 96% ownership of Zhongli and the two individual investors holds 4% ownership. The registered capital for Zhongli is RMB 20 million. Zhongli obtained the business license on January 30, 2022. As of April 30, 2022, amount of RMB 0.4 million capital were injected and the remaining of RMB 19.6 million is to be contributed by the shareholders.

Operation result of HF Int’l Education and Zhongli are included in the Company’s consolidated financial statements commencing on the formation date. The Company classifies the ownership interest held by other parties as “Noncontrolling interest” on the consolidated balance sheet.

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Acquisitionof Gelinke

On July 20, 2020, HF Int’l Education entered an agreement with two individuals to acquire the whole ownership of Gelinke, who engages at early childhood education services in Changning District, Shanghai. The results of operations of the acquired entities are included in the Company’s consolidated financial statements commencing on the acquisition date. The Company has recorded an allocation of purchase price to Gelinke’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. The Company accounted the acquisition transaction in accordance with FASB ASC 805, Business Combinations, under acquisition accounting method. The related transaction costs were immaterial and included in General and administrative expenses in the accompanying consolidated statements of operations. The acquisition was completed on August 31, 2021. The calculation of purchase price and purchase price allocation is as follows:

SCHEDULE

OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

	Assets Acquired and
	Liabilities Assumed
Cash and cash equivalents		1,809
Restricted Cash		25,009
Prepaid and Other current receivables		4,696
Property and Equipment, net		4,294
Unearned revenue		(78,696	)
Goodwill		67,712
Total consideration*		24,824
*	$10,462(RMB70,000) payable<br>to the acquiree plus $14,362 (RMB100,000) cash payment totaled $24,824 consideration for the acquisition.
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Goodwill

is mainly attributable to synergies expected from the acquisition of license, list of customers and teacher workforce. Due to unfavorable operation result of Gelinke during the year ended July 31, 2021, management determined that $67,712 goodwill generated from Gelinke Acquisition was fully impaired.

---

OtherAcquisitions

In January and February 2019, HFSH entered agreements to acquire 85 percent ownership of Shanghai Senior Health Consulting Ltd. (“SH Senior”) and 55 percent ownership of Shanghai Pasadena Ltd. (“SH Pasadena”). On December 31, 2020, HFSH withdrew from the two acquisition agreements. No penalty results from the withdrawn.

In

January 2019, HFSH entered agreements to acquire 100 percent equity interest of Shanghai Luo Sheng International Trade Ltd. (“SH Luosheng”), As of April 30, 2022, the agreement has not yet taken effect as no consideration has been paid toward this acquisition. The agreement will be executed when the Company is financially ready to move forward, and the purchase price will be calculated based on the net assets of each entity on executing dates. There was no penalty levied or to be levied due to delayed execution or inexecution.

Disposalof subsidiary

On

December 31, 2020, HFSH disposed its 90 percent owned subsidiary - Qiao Garden Int’l Travel to an individual (the “Disposal”). The individual is a relative of the CEO, Qiao Garden Int’l Travel became a related party after deconsolidation. The operation results, assets and liabilities, and cash flows of Qiao Garden Int’l Travel were deconsolidated from the Company’s consolidated financial statements effective on December 31, 2020. The Disposal of Qiao Garden was consummated through a three-party settlement among HFSH, SH Qiaohong and Qiao Garden Int’l Travel (the “Three-Party Settlement”): the original investment RMB 4.5 million plus RMB 0.5 million investment income were agreed to returned from Qiao Garden Int’l Travel as a result of the Disposal and settled with a payable due to SH Qiaohong at SHHF, who was a debtor of Qiao Garden Int’l Travel, see Note 14, Related Party Transactions.

Net assets (liabilities) disposed of:

SCHEDULE

OF NET ASSETS (LIABILITIES) DISPOSED OF SUBSIDIARY

Net assets (liabilities) disposed of:
Cash and cash equivalents	172
Restricted cash	29,944
Related party receivable	782,224
Related party payable	(98,615	)
Other current payable	(3,876	)
Noncontrolling interest	(60,812	)
Net assets of the subsidiary, excluding noncontrolling interest	649,037
Consideration	753,354
Gain on disposal of the subsidiary	(104,317	)
Gain on disposal of noncontrolling interest	(60,812	)
Gain on disposal of the subsidiary, excluding noncontrolling interest	(43,505	)

Net inflow / (outflow) of cash and cash equivalents in respect of the disposal subsidiary:

SCHEDULE OF NET INFLOW (OUTFLOW) OF CASH

AND CASH EQUIVALENTS OF DISPOSAL SUBSIDIARY

Cash and cash equivalents	(172	)
Restricted cash	(29,944	)
Cash and cash equivalents deconsolidated	(30,116	)

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NOTE

4. RESTRICTED CASH

The Company early adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, and includes restricted cash with cash and cash equivalents when reconciling the beginning of year and end of year total amounts shown on the statements of cash flows. The restricted cash are collaterals required by the local government in China for the early education license Gelinke held as of July 31, 2021.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.

SCHEDULE

OF RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

	April 30,<br>2022<br><br> <br>(unaudited)		July 31, 2021
Cash and cash equivalents	$	16,420	$	27,612
Restricted cash		-		26,566
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	16,420	$	54,178

NOTE

5. PREPAID AND OTHER CURRENT RECEIVABLES

Prepaid

and other current receivable amounts of $187,668 and $286,232 as of April 30, 2022 and July 31, 2021, respectively, mainly consist of advances for purchase and renovation project, employee operating advances and others.

NOTE

6. INVENTORY

Inventory

mainly consists of books, the early childhood education materials. Inventory is stated at the lower of cost or net realizable value. As of April 30, 2022 and July 31, 2021, inventory balance was $311,390 and $323,814, respectively.

NOTE

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following at April 30, 2022 and July 31, 2021:

SCHEDULE

OF PROPERTY AND EQUIPMENT, NET

	April 30, 2022<br><br> <br>(unaudited)			July 31, 2021
Leasehold improvements	$	406,651		$	214,184
Finance lease assets		284,248			290,714
Furniture and fixtures		301,517			289,000
Office equipment and vehicles		157,937			161,529
Construction in progress		18,128			67,044
Property and equipment, gross		1,168,481			1,022,471
Less: accumulated depreciation and amortization		(507,497	)		(428,954	)
Property and equipment, net	$	660,984		$	593,517

Depreciation

expense for the three months ended April 30, 2022 and 2021, was $27,958 and $26,039, respectively. Depreciation expense for the nine months ended April 30, 2022 and 2021, was $90,968 and $60,662, respectively.

NOTE

8. OTHER ASSETS

---

Other assets consist of the following at April 30, 2022 and July 31, 2021:

SCHEDULE

OF OTHER ASSETS

	April 30, 2022<br><br> <br>(unaudited)		July 31, 2021
Other miscellaneous assets	$	24,655	$	32,308
Rental deposits		206,755		289,499
Other assets	$	231,410	$	321,807

NOTE

9. OTHER CURRENT PAYABLES

---

The following is a breakdown of the accounts and other payables as of April 30, 2022 and July 31, 2021:

SCHEDULE

OF ACCOUNTS AND OTHER PAYABLES

	April 30, 2022<br><br> <br>(unaudited)		July 31, 2021
Payable to acquirees	$	147,951	$	151,317
Accrued payroll		30,036		11,064
Payable to publisher		68,094		139,287
Other payables		232,881		169,935
Other Current Payables	$	478,962	$	471,603

---

Payable to acquiree is the unpaid consideration for the acquisitions described in Note 3 Acquisitions and Joint Venture.

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NOTE

10. LEASES

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. Leases are classified as either finance leases or operating leases based on criteria in Accounting Standards Codification (“ASC”) 842. Operating leases are included in ROU assets-Operating lease, Current Operating Lease liabilities and Operating lease liabilities, finance leases are included in Property and Equipment and Other Liabilities in the condensed Consolidated Balance Sheet.

Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the lease did not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in China market. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the asset’s estimated useful life and interest expense is calculated using the amortized cost basis.

As of July 31, 2021, the Company has multiple operating leases for office spaces and a finance lease of land and hotel building. Our operating leases have remaining lease terms ranging from one year to five years, with various term extensions available. Our finance lease has remaining lease term of thirty years. The Company has elected not to recognize ROU assets and lease liabilities for short-term operating leases that have a term of twelve months or less.

In

July and September 2021, HF Int’l Education entered two sublease agreements to sublease some office spaces with two-year term. Amount of $38,222 and $126,807 were recognized as sublease income, included under other income, for the three and nine months ended April 30, 2022, respectively.

On September 1, 2020, Gelinke entered a five-year new lease agreement at the original office location upon the completion of the acquisition. Approximately $

1.2

million ROU and lease liability, respectively, were recognized with the new lease at lease commencement date. On August 15, 2021, an early termination agreement was entered to terminate this lease on August 30, 2021. As a result, approximately $1 million ROU and lease liability, respectively, associated with this lease as of July 31, 2021 were eliminated and $40,005 gain was recognized.

HZHF

terminated its original office lease on January 6, 2021. Approximately $287,000 ROU and $258,000 lease liability associated with the original lease agreement were eliminated. On January 9, 2021, HFHZ entered into a two-year new lease with smaller space at the same location. Approximately $49,000 ROU and lease liability, respectively, were recognized with the new lease at lease commencement date. On December 10, 2021, an early termination agreement was entered to terminate this lease on December 30, 2021. As a result, approximately $27,000 ROU and lease liability, respectively, associated with this lease as of December 30, 2021 were eliminated.

The finance lease was obtained through HZLJ acquisition on March 22, 2019. On October 1, 2010, HZLJ took over the lease of the land and hotel building for 41 years. Finance lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

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Lease-related assets and liabilities at April 30, 2022 and July 31, 2021 were as follows:

SCHEDULE

OF LEASE-RELATED ASSETS AND LIABILITIES

	April 30, 2022<br><br> <br>(unaudited)			July 31, 2021
Assets
Finance lease right-of-use assets, cost	$	284,248		$	290,714
Less: accumulated amortization		(73,632	)		(80,547	)
Finance lease right-of-use assets, net		210,616			210,167
ROU assets-Operating lease		3,100,933			3,837,186
Total Lease ROU assets	$	3,311,549		$	4,047,353
Liabilities
Current Operating Lease liabilities	$	1,277,300		$	1,130,406
Operating lease liabilities, noncurrent		2,426,766			3,164,081
Finance lease liabilities, noncurrent		358,312			368,715
Total Lease liabilities	$	4,062,378		$	4,663,202

No impairment of the ROU assets was identified during the three and nine months ended April 30, 2022.

The components of lease cost for the periods ended April 30, 2022 and 2021:

SCHEDULE

OF COMPONENTS OF LEASE COST

	Three months ended April 30,				Nine months ended April 30,
	2022 (unaudited)		2021(unaudited)		2022 (unaudited)		2021(unaudited)
Operating lease cost	$	280,712	$	356,715	$	873,317	$	1,047,066
Finance leases:
Amortization of ROU assets		1,797		1,744		5,370		5,308
Interest on finance lease liabilities		7,083		6,785		21,167		20,652
Finance lease cost		8,880		8,529		26,537		25,960
Total lease cost	$	289,592	$	365,244	$	899,854	$	1,073,026

Supplemental cash flow information for leases for the nine months ended April 30, 2022 and 2021:

SCHEDULE

OF SUPPLEMENTAL CASH FLOW INFORMATION FOR LEASES

	Nine months ended April 30,
	2022		2021
Operating cash flows paid for operating leases	$	616,388	$	773,347
Financing cash flows paid for finance leases		23,441		21,900

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases was as follows:

SCHEDULE

OF WEIGHTED-AVERAGE REMAINING LEASE TERM AND WEIGHTED-AVERAGE DISCOUNT RATE FOR OPERATING AND FINANCE LEASES

	April 30, 2022
	Operating Leases			Finance Leases
Weighted-average remaining lease term (years)		3.3			29.3
Weighted-average discount rate		8	%		8	%

The following table reconciles the undiscounted future minimum lease payments for operating and finance leases executed at April 30, 2022:

SCHEDULE

OF FUTURE MINIMUM LEASE PAYMENTS FOR OPERATING AND FINANCE LEASES

	Operating Leases			Finance Leases
2022	$	720,256		$	-
2023		1,118,356			23,455
2024		1,169,408			24,211
2025		1,083,119			24,968
2026		86,071			25,724
2027 and thereafter		-			934,403
Total lease payments	$	4,177,210		$	1,032,761
Less interest		(473,144	)		(674,449	)
Present value of future lease payments	$	3,704,066		$	358,312
Current Lease liabilities		1,277,300			-
Noncurrent Lease liabilities		2,426,766			358,312

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NOTE

11. RELATED PARTY TRANSACTIONS

RelatedParty Receivables

As both of April 30, 2022 and July 31, 2021, Nil was due from Shanghai Qiaohong Real Estate Co., Ltd. (“SH Qiaohong”), the noncontrolling interest of HZLJ. The original balance was acquired through HFSH acquisition. HFSH lent the amount to SH Qiaohong for two years on June 21, 2018 bearing annual interest of six percent. On August 1, 2020, the loan has been extended to July 31, 2022. The balance was settled through a Three-way settlement agreement on December 31, 2020, see following “Three-Party Settlement Agreement” paragraph for detail. For the three months and nine months ended April 30, 2021, $0 and $18,535 of interest income were recognized, respectively. For the three months and nine months ended April 30, 2022, Nil of interest income were recognized, respectively.

$285,767

advances to HFHM were made pursuant to the license agreements entered by HF Int’l Education and its three subsidiaries. See Note 13 for details. The remaining related party receivable of $29,357 and $29,948 as of April 30, 2022 and July 31, 2021, respectively, represents the operating advances made to the affiliates which are managed by the same management team. These advances do not bear interest and are considered due on demand.

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RelatedParty Payables

As

of April 30, 2022 and July 31, 2021, amounts of $633,625 and $616,159, are payable to SH Qiaohong, respectively. The balances were mainly funding support from SH Qiaohong for operation. The funding support bears no interest and due on demand.

As

of April 30, 2022 and July 31, 2021, amount of $605,281 and $619,051, respectively, is payable to Shanghai Qiao Garden Property Management Group (“Qiao Garden Group”), an entity managed by the same management team. The balance was assumed through HZLJ acquisition. This payable balance does not bear interest and is considered 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 $3,816,630 and $2,926,782 as of April 30, 2022 and July 31, 2021, respectively. The payable is funding support from SH Oversea for operation, bears no interest and due on demand.

From

September 2020 to April 2022, the Company borrowed several notes in a total amount of $265,000, 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. $3,078 and $8,287 of interest expense, respectively, were recorded during the three and nine months ended April 30, 2022, respectively. $1,205 and $2,131 of interest expense were recognized during the three and nine months ended April 30, 2021, respectively. The unpaid principal and interest will be due on demand.

As of April 30, 2022 and July 31, 2021, the Company has $669,046 and $657,572, respectively, short-term payable to Shanghai DuBian Assets Management Ltd. (“Dubian”), which is owned by the Company’s ex-CEO’s relative. The payable balance was assumed from the acquisition transaction. On April 30, 2019, both parties entered a long-term agreement to convert the payable to a long-term debt, with expiration date on April 30, 2021, bearing approximately 2.5 percent of annual interest. On April 30, 2021, both parties entered a second long-term agreement to extend another two years, with expiration date on April 30, 2023, bearing approximately 4 percent of annual interest. $6,563 and $19,923 of interest expense were recognized during the three and nine months ended April 30, 2022, respectively. $3,803 and $11,461 of interest expense were recognized during the three and nine months ended April 30, 2021, respectively. The unpaid principal and interest will be due on the maturity date. This loan payable is not exposed to market risk due to the stable and fixed interest rates in accordance with the loan agreements. As of April 30, 2022 and July 31, 2021, the estimated fair value of long term loan payable was approximately $660,442 and $655,940, respectively.

The

remaining related party payable of $127,563 and $80,477 as of April 30, 2022 and July 31, 2021, 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.

Three-PartySettlement Agreement

On

December 31, 2020, a Three-Party Settlement agreement among HFSH, SH Qiaohong and Qiao Garden Int’l Travel was entered. Pursuant to the agreement, around $721,000 (RMB$5,031,699) payable due to SH Qiaohong under HFSH was settled with the receivable due from the same related party under Qiao Garden Int’l Travel through withdrawal of 90% ownership of Qiao Garden Int’l Travel HFSH owned. Total RMB5.0 million including the original investment RMB4.5 million was withdrawn from Qiao Garden Int’l Travel, and $104,317 (RMB697,000) gain on disposal was recognized at disposal date.

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.

On September 30, 2019, HF Int’l Education entered two debt agreements with the related parties, SH Qiao Hong and SH Oversea. Each debt agreement provides a line of credit up to RMB9.0 million with two-year term, bearing 3.0% annum interest rate. The unpaid principal and interest will be due on the maturity dates. As of April 30, 2022, no balance was withdrawn from the two lines of credits by HF Int’l Education.

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NOTE

12. NONCONTROLLING INTERESTS

---

Noncontrolling interests consisted of the following as of April 30, 2022 and 2021:

SCHEDULE

OF NONCONTROLLING INTERESTS

Name of Entity	% of Non-<br><br>Controlling Interests			July 31, 2021			Net loss			Investment<br><br> from<br><br> Noncontrolling<br><br> Interest		Foreign<br><br> currency<br><br> translation<br><br> adjustment			April 30, 2022<br><br>(unaudited)
HZLJ		40.0	%	$	(962,998	)	$	(39,677	)	$	-	$	21,917		$	(980,758	)
HF Int’l Education		10.0	%		(242,075	)		(138,133	)		-		8,311			(371,897	)
Zhongli		4.0	%		-			(7	)		60,528		(1,323	)		59,198
Total				$	(1,205,073	)	$	(177,817	)	$	60,528	$	28,905		$	(1,293,457	)
Name of Entity	% of Non-<br><br>Controlling<br><br> Interests			July 31, 2020			Net loss			Restructure of<br><br> subsidiary		Disposal of<br><br> subsidiary			Foreign<br><br> currency<br><br> translation<br><br> adjustment			July 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
HZLJ		40.0	%	$	(889,068	)	$	(42,285	)	$	-	$	-		$	(31,645	)	$	(962,998	)
HF Int’l Education		*10.0	%		(88,692	)		(548,547	)		403,131		-			(7,967	)		(242,075	)
Qiao Garden Intl Travel		-			60,271			1,827			-		(62,098	)		-			-
Total				$	(917,489	)	$	(589,005	)	$	403,131	$	(62,098	)	$	(39,612	)	$	(1,205,073	)
*	90% equity of SHHZJ, a<br> limited partnership and 10% shareholder of HF Int’l Education, is temporarily held by Mr. Song, ex-CEO of the Company on<br> behalf of an unrelated individual..During the period held by Mr.Song, SHHZJ was not considered a VIE as HF Int’l Education<br> does not have the obligation to absorb losses of SHHZJ or a right to receive benefits from SHHZJ that could potentially be<br> significant to SHHZJ. In June 2021, SHHZJ and one individual shareholder transferred a total 14.5% noncontrolling interest of HF<br> Int’l Education to SHHF at zero cost, see note 4 Acquisitions, joint ventures and deconsolidation.
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NOTE

13. COMMITMENTS AND CONTINGENCIES

There has been below material contractual obligations and other commitments except the lease commitments disclosed in Note 10 Leases.

Lawsuitsrelated to lease agreements

In June 2018 and January 2019, HFSH and HF Int’l Education entered two lease agreements with Shanghai Longjin Corporate Management Co., Ltd (the “Sublessor”) to lease some office spaces. On April 13, 2020, HFSH and HF Int’l Education received Notices of Lease Termination from the Tenant for late payments. HFSH and HF Int’l Education then filed a civil case against the Sublessor for over-charged rent fees because of fictitious office size and requested refund in the total amount approximately $481,000 (RMB3.3 million) till July 10, 2020. The Sublessor was further in default under the lease agreements due to its lease agreement with the landlord of the office properties (the “Landlord”) was terminated on June 1, 2020 by the Landlord. HF Int’l Education entered a new lease agreement with the Landlord on June 1, 2020 for the same office spaces in a five-year term.

On

July 7, 2021, the district court verdict the final ruling and awarded HFSH and HF Int’l Education total amounts of RMB870,336 and RMB268,450 to be returned by the Sublessor. However, the rental deposits of RMB313,286 paid to the Sublessor are non-refundable. No further appeal on these rental dispute cases will be granted. These final ruling proceedings are pending execution by the district court. Associated with this Sublessor under the two lease agreements, the Company previously accrued $165,698 rental payable net with deposit. As a result of the final ruling, the total $165,698 rental payable, net with deposit, accrued at HFSH and HF Int’l Education was written off and recognized as other income during the year ended July 31, 2021.

On March 21, 2022, HF Int’l Education filed a civil case against the  landlord demanding reductions of office rent due to mandatory business lockdown ordered by Shanghai health officials. The case has been accepted by the court and pending court date.

Licenseagreements

In

June 2021, HF Int’l Education and its three subsidiaries: PDHJ, HDFD and Gelinke 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 set 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 90% of its tuition revenue generated to HFHM as license usage fee. For the three and nine months ended April 30, 2022, the Company incurred $136,736 and $429,157, respectively, license fees. As of April 30, 2022 and July 31, 2021, the Company advanced $285,767 and $295,916, respectively, to HFHM for the future license fees.

---

NOTE

14. SEGMENT INFORMATION

The Company currently operates in following industry segments: hospitality (hotel and travel agency) and early childhood education industry in China.

Segment information on assets as of April 30, 2022 and revenue generated during the nine months ended April 30, 2022, as follows:

SCHEDULE

OF SEGMENT INFORMATION

	Hospitality			Education			Corporate and<br><br> <br>unallocated			Total
Revenue	$	37,691		$	476,842		$	-		$	514,533
Operating loss		(124,724	)		(1,531,351	)		(118,769	)		(1,774,844	)
Loss before tax		(165,516	)		(1,381,340	)		(127,057	)		(1,673,913	)
Net Loss Attributable to Hartford Great Health Corp		(125,839	)		(1,243,200	)		(127,857	)		(1,496,896	)
Total assets (excluding Intercompany balances)		319,082			4,480,581			24,266			4,823,929

Segment information on assets as of April 30, 2021 and revenue generated during the nine months ended April 30, 2021, as follows:

							Corporate and
	Hospitality			Education			unallocated			Total
Revenue	$	86,705		$	233,499		$	-		$	320,204
Operating loss		(225,567	)		(1,864,038	)		(123,914	)		(2,213,519	)
Loss before tax		(132,291	)		(1,863,698	)		(126,958	)		(2,122,947	)
Net Loss Attributable to Hartford Great Health Corp		(102,377	)		(1,407,092	)		(127,758	)		(1,637,227	)
Total assets (excluding Intercompany balances)		382,491			6,462,391			56,717			6,901,599

NOTE

15. 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 has noted subsequent event disclosed below.

On

June 8, 2022, the Company borrowed a note in the amount of $25,000, in form of a short-term loan at 5% per annum from a related party.

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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 of business development that we contemplate<br> or have completed, such as increased revenues; and statements of our expectations, beliefs, future plans and strategies, anticipated<br> developments and other matters that are not historical facts. These statements may be made expressly in this document or may be incorporated<br> 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<br> “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in<br> 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 nine month periods ending April 30, 2022. It also analyzes our financial condition at April 30, 2022 and compares it to our financial condition at July 31, 2021. This discussion and analysis should be read in conjunction with our audited financial statements for the year ended July 31, 2021, including footnotes, contained in our Annual Report on Form 10-K, and with the unaudited financial statements for the interim period ended April 30, 2022, 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, 2021 and 2020, 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

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 is expected to attract other childcare education centers to join the “HaiDeFuDe” brand, and HF Int’l Education expects to generate revenue from franchise and management fees.

Due to continued 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 a third party, 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 90% of its tuition revenue generated to HFHM as license usage fee.

After only some ease of restrictions from the recent Covid lockdown in Shanghai for over two months, the Company’s educational centers remain non-operational until further announcements from the government in regard to the dynamic changes in China’s Zero-Covid policy. The Company will need to re-evaluate the early child care educational market, pending the outcome of government policy. The Company expects to generate revenue about RMB3,200,000 in 2022.

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Resultsof Operations – Three Months Ended April 30, 2022 Compared to Three Months Ended April 30, 2021

***Revenue:***We recognized $157,770 and $137,892 revenue in the three months ended April 30, 2022 and 2021, respectively. The revenue was mainly generated from two industry segments, the hospitality housing in HZLJ and childhood education care services in HF Int’l Education. The other business lines with limited operations have not generated revenue yet.

OperatingCost and Expenses: Cost of revenue increased to $267,968 for the three months ended April 30, 2022, compared to $216,991 during the comparable period of 2021. The increase of Cost of revenue was mainly due to the license fees paid to HFHM, see note 13. During the three months ended April 30, 2022, selling, general and administrative expenses decreased by $141,687 compared to the comparable period in 2021, primarily due to the reduction of payroll and rent cost because the company closed some education centers during the pandemic.

OtherIncome (Expense): Other income, net increased to $35,733 for the three months ended April 30, 2022, compared to Other expense, net of $(11,491) for the corresponding period of 2021. Other income for the three months ended April 30, 2022 was mainly resulted from sublease income offset by interest expenses. Other expense for the three months ended April 30, 2021 was mainly resulted from the interest expense of related party loans offset with the interest income from the related party receivable from SH Qiaohong, which was settled through three-way settlement agreement on December 30, 2020, see note 11, Related Party Transactions.

NetLoss Attributable to Noncontrolling Interest: For the three months ended April 30, 2022, we recorded a net loss attributable to noncontrolling interest $48,090 compared to $130,040 for the corresponding period of 2021. The loss was allocated based on the ownership percentage of noncontrolling interest, which was mainly acquired through the acquisitions and Joint Ventures.

NetLoss Attributable to Hartford Great Health Corp: We recorded a net loss of $395,266 or $(0.00) per share for the three months ended April 30, 2022, compared to a net loss of $468,409 or $(0.00) per share for the three months ended April 30, 2021, a decrease in loss of $73,143 due to the factors discussed above.

Resultsof Operations – Nine months Ended April 30, 2022 Compared to Nine months Ended April 30, 2021

***Revenue:***We recognized $514,533 and $320,204 revenue in the nine months ended April 30, 2022 and 2021, respectively. The revenue was mainly generated from two industry segments, the hospitality housing in HZLJ and childhood education care services in HF Int’l Education. The other business lines with limited operations have not generated revenue yet.

OperatingCost and Expenses: Cost of revenue increased to $884,568 for the nine months ended April 30, 2022, compared to $545,532 during the comparable period of 2021. The increase of Cost of revenue was mainly due to the license fees paid to HFHM, see note 13. During the nine months ended April 30, 2022, selling, general and administrative expenses decreased by $613,688 compared to the comparable period in 2021, primarily due to the reduction of payroll and rent cost because the company closed some education centers during the pandemic.

OtherIncome (Expense): Other income, net increased to $100,931 for the nine months ended April 30, 2022, compared to $90,572 for the corresponding period of 2021. Other income for the nine months ended April 30, 2022 was mainly resulted from sublease income offset by interest expenses. Other income for the nine months ended April 30, 2021 was mainly resulted from the gain on disposal of subsidiary.

NetLoss Attributable to Noncontrolling Interest: For the nine months ended April 30, 2022, we recorded a net loss attributable to noncontrolling interest

$177,817 compared to $486,520 for the corresponding period of 2020. The loss was allocated based on the ownership percentage of noncontrolling interest, which was mainly acquired through the acquisitions and Joint Ventures.

NetLoss Attributable to Hartford Great Health Corp: We recorded a net loss of $1,496,896 or $(0.01) per share for the nine months ended April 30, 2022, compared to a net loss of $1,637,227 or $(0.02) per share for the nine months ended April 30, 2021, a decrease in loss of $140,331 due to the factors discussed above.

Liquidityand Capital Resources

As of April 30, 2022, we had a working capital deficit of $7,652,253 comprised of current assets of $830,602 and current liabilities of $8,482,855.

This represents an increase of $2,103,661 in the working capital deficit from the July 31, 2021 amount of $5,548,592. During the nine months ended April 30, 2022, our working capital deficit increased primarily because the additional advances from related parties for business operating.

We believe that our funding requirements for the next twelve months will be in excess of $650,000. We are currently seeking for further funding through related parties’ loan and finance.

As of April 30, 2022, 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 – Nine months ended April 30, 2022 Compared to Nine months ended April 30, 2021

OperatingActivities

During the nine months ended April 30, 2022, $1,041,031 used in operating activities as compared to $1,892,057 used in the operations during the nine months ended April 30, 2021. During the nine months ended April 30, 2022, we recorded loss including noncontrolling interests of $1,674,713, incurred non-cash depreciation of $90,968, prepaid and other current receivables decreased by $91,801, other assets decreased by $89,376, other current payable increased by $18,356, contract liabilities increased by $ 66,188 , related party payables net with receivables increased by $89,323, other liabilities increased by $21,167 and operating lease liabilities net with operating lease assets increased by $161,110 as a result from the adoption of new lease guidance ASU No. 2016-02.

During the nine months ended April 30, 2021, we recorded loss including noncontrolling interests of $2,123,747, incurred non-cash depreciation of $60,662, gain on disposal of subsidiary, including noncontrolling interest of $104,317, prepaid and other current receivables increased by $75,917, inventory increased by $297,558, other assets increased by $45,456, contract liabilities increased by $260,420, other current payable increased by $312,453, related party payables net with receivables increased by $26,308, other liabilities increased by $20,193 and operating lease liabilities net with operating lease assets increased by $74,147 as a result from the adoption of new lease guidance ASU No. 2016-02.

Investingactivities

Cash used in investing activities was $174,277 for the nine months ended April 30, 2022 as compared to $154,997 for the corresponding period in 2021. During the nine months ended April 30, 2022, the cash used in investing activities was primarily due to the expenditure of leasehold improvements in HF Int’l Education.

During nine months ended April 30, 2021, HF Int’l Education acquired a new entity, Gelinke with cash net inflow of $12,635, HFSH disposed its 90 percent owned subsidiary - Qiao Garden Intel Travel with cash net outflow of $30,116, see note 4 Acquisitions, Joint Ventures and Deconsolidation., and Property and equipment purchases of $137,516.

Financingactivities

Cash provided by financing activities was $1,177,463 for the nine months ended April 30, 2022 as compared to $2,064,942 cash provided by financing activities for the nine months ended April 30, 2021. The cash flows provided by financing activities for the nine months ended April 30, 2022 was primarily attributable to $1,018,395 funding support from related parties, $120,000 proceeds of notes payable from one related party with 5% annual interest rate (see Note 11 Related Party Transactions), and $62,509 contribution from noncontrolling interest (see Note 3 Acquisitions, Joint Ventures and Deconsolidation ), offset by $23,441 finance lease principal payment.

The cash flows provided by financing activities for the nine months ended April 30, 2021 was primarily attributable to $1,941,842 funding support from related parties, $125,000 notes payable from one related party, $20,000 proceeds from stock issuance, offset by $21,900 finance lease principal payment.

FutureCapital Expenditures

In January 2019, HFSH entered agreements to acquire 100 percent equity interest of Shanghai Luo Sheng International Trade Ltd. (“SH Luosheng”). As of April 30, 2022, the agreement has not yet taken effect as no consideration has been paid toward this acquisition. The agreement will be executed when the Company is financially ready to move forward, and the purchase price will be calculated based on the net assets of each entity on the execute date. There was no penalty levied or to be levied due to delayed execution or no-execution of those agreements.

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Off-BalanceSheet Arrangements

As of and subsequent to April 30, 2022, we have no off-balance sheet arrangements.

ContractualCommitments

As of April 30, 2022, we have no other material contractual commitments except the office building and property leases which are included Note 10 Leases.

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, 2021.

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 April 30, 2022, 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:

•	The<br> Company has yet established an internal control system over financial reporting, including sufficient and thorough financial reporting<br> procedures, competence accounting personnel and a well written accounting policies manual under US GAAP in place.

Changesin Internal Control

During the nine months period ended April 30, 2022, there has been no change in internal control within the Company.

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PART

II – OTHER INFORMATION

Item1. Legal Proceedings.

On April 13, 2020, HFSH and HF Int’l Education received Notices of Lease Termination from the sub-lessor. HFSH and HF International Education then filed a civil case against the sub-lessor for return the over-charged rent expense because of fictitious office size, approximately $483,000 (RMB3.3 million). The sublease agreement was terminated on June 1, 2020. HF International Education entered a new lease agreement with the original landlord on June 1, 2020. On July 7, 2021, the district court announced the ruling and awarded HFSH a total amount of RMB870,336 to be returned by the sub-lessor, Shanghai Longjin Management and awarded HF International Education a total amount of RMB268,450 to be returned by the same sub-lessor. However, the rental deposits in the amount of RMB313,286 paid to the sub-lessor are non-refundable. No further appeal on these rental dispute cases will be granted. These final ruling proceedings are pending execution by the district court.

On March 21, 2022, HF Int’l Education filed a civil case against the landlord demanding reductions of office rent due to mandatory business lockdown ordered by Shanghai health officials. The case has been accepted by the court and pending court date.

We were not subject to any other legal proceedings during the nine months ended April 30, 2022, 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<br> Interactive Data Files
101.INS Inline<br> XBRL Instance Document
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101.SCH<br> Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover<br> 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> July 7, 2022	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: July 7, 2022

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

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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 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: July 7, 2022

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

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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 April 30, 2022 (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> July 7, 2022	/s/ ROSE HONG WANG
	Rose<br> Hong Wang
	Chief<br> Executive Officer
Date:<br> July 7, 2022	/s/ SHENG-YIH CHANG
	Sheng-Yih<br> Chang
	Chief<br> Financial Officer