8-K
Hartford Creative Group, Inc. (HFUS)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2024
HARTFORD
GREAT HEALTH CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54439 | 51-0675116 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 8832 Glendon Way, Rosemead, California | 91770 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
626-321-1915
Registrant’s
telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> stock, par value $0.001 par value | HFUS | OTC<br> Markets Group |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Departureof Chief Executive Officer
On March 18, 2024, Ms. Rose Hong Wang, Chief Executive Officer of Hartford Great Health Corp. (the “Company”), resigned from such position effective April 1, 2024. Ms. Wang’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or procedures. Ms. Wang will not be entitled to any compensation, payments or benefits from the Company or affiliates in connection with her resignation.
ChiefExecutive Officer Appointment
Upon Ms. Wang’s departure on April 1, 2024, the Company appointed Mr. Sheng-Yih Chang as Chief Executive Officer. Mr. Chang resigned from the position of Chief Financial Officer of the Company, effective the same day. Mr. Chang has served as the Chief Financial Officer of the Company since June 2018, and the General Manager at Hartford Hotel, a commercial hotel in Rosemead California since March 2018. Mr. Chang served as a Product Manager at Jowett Group, a textile manufacturing company in the USA, from November 2015 through September 2017, as an Operational Manager and General Manager at A-Concepts Designs, a houseware supplier company in the USA, from January 2004 through October 2015, as a General Manager at Long Arch International, a carving crafts supplier in the USA, from December 2000 through December 2003, as a Sales Manager at EZ Wholesale, a general merchandise wholesaler in the USA, from July 1998 through November 2000, and as a technician at Richcom Computer Corporation, a computer service provider in California, from July 1996 through November 1997. Mr. Chang studied electrical engineering at the University of British Columbia and holds a Bachelor of Science in Electrical Engineering from California State University, Northridge.
Appointmentof Interim Chief Financial Officer
In connection with Mr. Chang’s resignation of Chief Financial Officer, on March 18, 2024, the Company entered into an interim CFO Consulting Agreement (the “Consulting Agreement”) with Green-Keen Consulting LLC (“GKC”), pursuant to which the Company appointed Ms. Lili Dai as interim Chief Financial Officer, effective April 01, 2024, with a term ending March 31, 2025. Pursuant to the Consulting Agreement, the Company will pay GKC a fixed monthly payment of $13,300. The Company will also be billed for travel and other out-of-pocket costs, such as report production, postage, etc., if any.
Ms. Lili Dai, age 47, joined GKC in December 2023 and currently chairs their consulting practice. Ms. Dai possesses a diverse background encompassing accounting, auditing, financial reporting, and management. Since August 2023, she has served as Interim VP Controller at Inno Holdings Inc. and played a pivotal role in its successful IPO process. Prior to that, from September 2021 to August 2023, she held the position of Director of Technical Accounting and Reporting at Tattooed Chef LLC, where she oversaw technical accounting matters and external financial reporting. From January 2018 to September 2021, Ms. Dai served as the Director of Accounting and Financial Reporting at Markwins Beauty Brands, responsible for managing global operational accounting and reporting functions. Earlier in her career, from October 2015 to December 2017, she worked as a Senior Technical Corporate Accountant at a multi-billion-dollar company, Monster Energy Drink. Ms. Dai’s tenure at PwC Los Angeles, from January 2012 to October 2015, involved supervising audit engagements for several large companies across diverse industries. She began her professional journey as an auditor at Frazer LLP, a regional CPA firm in California, from April 2008 to December 2011. Ms. Dai holds a Master of Science in Accountancy from California State University Fullerton and is an active Certified Public Accountant.
There is no arrangement or understanding between Ms. Dai and any other persons pursuant to which Ms. Dai was selected as an officer.
There are no family relationships between Ms. Dai and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”).
The description of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 10.1 | ICFO Consulting Agreement, dated as of March 18, 2024, between Hartford Great Health Corp. and Green-Keen Consulting LLC |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HARTFORD GREAT HEALTH CORP. | ||
|---|---|---|
| Dated:<br> April 2, 2024 | By: | /s*/*Sheng-Yih Chang |
| Sheng-Yih<br> Chang | ||
| Chief<br> Executive Officer |
Exhibit10.1
Green-KeenConsulting LLC
440 N Barranca Ave. #9781,
Covina, CA 91723
March18, 2024
HartfordGreat Health Corp
8832 Glendon Way,
Rosemead, California 91770
Mr. Stanley Chang:
In order to document the understanding between as to the scope of the work that Green-Keen Consulting LLC (“GKC” or “we”) will perform, as well as certain other matters, we are entering into this Agreement with Hartford Great Health Corp. (“you” or the “Company”). To avoid any misunderstandings, this Agreement defines the services we will perform for you as well as your responsibilities.
SCOPEOF WORK
We will provide an Interim Chief Financial Officer (“ICFO”) to the Company. The named ICFO will be Lili Dai. The ICFO will be responsible for:
1. Financial Strategy and Compliance:
| ○ | Collaborate<br> with management, financial analyst, legal counsel, auditor and investment banking teams. |
|---|---|
| ○ | Assist<br> to comply with NASDAQ listing requirements and the Securities & Exchange Commission (SEC) reporting requirements. |
| ○ | Evaluate<br> corporate governance standards. Liaising with management and the board for general communications. |
2. Financial Reporting and Uplisting Readiness:
| ○ | Oversee<br> financial reporting processes. |
|---|---|
| ○ | Prepare<br> financial statements for inclusion in the forms to be filed with SEC and NASDAQ listing application. |
| ○ | Assist<br> in due diligence processes. |
| ○ | Provide<br> strategic advice relating to future development of the finance team. |
| ○ | Assist<br> in accounting for complex financial instruments and other complex accounting transactions, such as the valuation, recognition, reporting<br> and disclosure of all equity transactions. |
| ○ | Take<br> responsibility to sign Forms 10-Q and 10-K (and the related certifications), as well as other financially oriented filings with the<br> SEC (such as registration statements), as the Company’s ICFO and Principal Financial and Accounting Officer. |
PRICING
We will perform the monthly services at a fixed monthly rate of $13,300, billed and payable on the 20th of every month, commencing April 20, 2024. The Company will also be billed for travel and other out-of-pocket costs, such as report production, postage, etc.
THECOMPANY SPECIFICALLY ACKNOWLEDGES AND AGREES TO THE FOLLOWING:
| ○ | We<br> will assign Lili Dai, the principal of our consulting practice to perform ICFO services and the Company’s CEO will oversee<br> the Services that Lili Dai will perform. |
|---|---|
| ○ | In<br> connection with the Services listed within “Scope of Services”, the ICFO will provide all related services based on all<br> data and documents provided by the Company. However, the Services will not constitute an engagement to provide audit, review or attest<br> services as described in the pronouncements on professional standards issued by the AICPA, and, therefore, we will not express an<br> opinion or any other form of assurance with respect to the Company’s compliance with laws, regulations or other matters (including,<br> without limitation, the Company’s required disclosures). |
| ○ | The<br> ICFO will not make management decisions. |
| ○ | The<br> ICFO will not be providing any legal advice or conducting a legal review of any of the Company’s documents, records, or policies. |
| ○ | The<br> nature, scope, and design of the Services that the ICFO is requested to perform are solely the responsibility of the Company. |
| ○ | Our<br> procedures are limited in nature and do not extend to all matters of the Company. |
| ○ | The<br> Company is responsible for procuring Directors and Officers (D&O) insurance to provide coverage for the services rendered by<br> the ICFO. |
Term
This Agreement will commence on April 1, 2024 and will continue in effect until March 31, 2025. It is understood that either party may terminate this Agreement at any time, for any reason, within 30 days of written notice to the other party. It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination. Any and all financial and other information in GKC’s possession at the time of termination must be turned over to the Company, including but not limited to quarterly and annual financial statements, accompanying footnotes, workpapers, MD&A, proposed adjustments with supporting documentation, any other work product prepared by GKC on behalf of the Company.
E-mailCommunication
In connection with this engagement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim any liability or responsibility whatsoever for interception or unintentional disclosure or communication of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of e-mail transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.
CompelledDisclosure
In the event that we or any of its members, officers and employees are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any information regarding the Company or the services provided hereunder, the Company (to the extent permitted) will be provided with prompt written notice thereof, so that the Company may seek a protective order or other appropriate remedy at its own option and expense. The Company shall reimburse us for all costs and expenses, including attorneys’ fees, which we and its members, officers and employees incur in connection with such requested or compelled disclosure, whether or not any such protective order or other remedy is sought or obtained.
Indemnification
The Company shall defend, indemnify, and hold us and its members, officers and employees, harmless from and against all claims asserted by a third party (or parties) and related damages, losses, or expenses, including, but not limited, to attorneys’ fees arising out of or resulting from any and all acts or omissions of the Company or its affiliates, including, but not limited to acts or omissions in the maintenance of the Company’s books, records, and accounts, in the preparation or use of the Company’s financial statements, in the timely filing of reports, statements, and other documents with the U.S. Securities and Exchange Commission, and in the design and maintenance of disclosure controls and procedures and internal control over financial reporting.
Limitationon Liability
Our maximum liability hereunder for any reason shall be limited to the aggregate amount of the fees paid by the Company to us for the six months immediately preceding the date of the applicable claim. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE RELATING TO THIS AGREEMENT. This limitation on liability provision shall apply to the fullest extent of the law, whether any claims are based in contract, statute, tort, or otherwise.
Waiver
The failure of any party to this Agreement at any time to require the performance of any provision of this Agreement shall in no manner affect the right to enforce the same, and no waiver by any party to this Agreement of any provision of this Agreement (whether by conduct or otherwise) shall be deemed or construed as a further or continuing waiver of such provision or any other provision of this Agreement.
Third-PartyRights
No provision of this Agreement shall in any way inure to the benefit of any third person (including the public at large) so as to make any such person a third-party beneficiary of this Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto.
Severability
If any provision of this Agreement, as applied to any party or to any circumstances, shall be found by a court of competent jurisdiction to be void, invalid, or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances, or the validity or enforceability of this Agreement.
EntireAgreement
This Agreement contains the entire understanding of the parties hereto relating to the subject matter of this Agreement and supersedes all prior and collateral agreements, understandings, statements, and negotiations of the parties.
GoverningLaw
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any laws that might otherwise govern under applicable principles of conflicts of laws.
DisputeResolution
If any dispute arises among the parties, they agree to try first in good faith to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Rules. All unresolved disputes shall then be decided by final and binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. In agreeing to arbitration, we both acknowledge that in the event of a dispute over fees, each of us is giving up the right to have the dispute decided in a court of law before a judge or jury and instead we are accepting the use of arbitration for resolution. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.
We would like to take this opportunity to express our appreciation for the opportunity to offer our services to your organization.
Very truly yours,
Green-Keen Consulting LLC
Acceptance:
This letter correctly sets forth the understanding of Hartford Great Health Corp.
| By: |  |
|---|---|
| Sheng-Yih Chang | |
| Title: | Chief<br> Financial Officer |
| Date: | March 18, 2024 |