Hartford Great Health Corp. - Annual Report: 2018 (Form 10-K)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-K

Commission file number 333-164633

Hartford Great Health Corp.

(Exact name of registrant as specified in its charter)

(626) 321-1915

(Registrant's telephone number, including area code)

 

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

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

Common Stock, Par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ☒  No ☐

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No ☐

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

 

At January 31, 2018, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $-0-.

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

Large accelerated filer  ☐                                                      Accelerated filer  ☐

Non-accelerated filer  ☐                                                        Smaller reporting company ý

Emerging growth company   ý

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  3,018,000 shares of common stock outstanding as of November 14, 2018. 

TABLE OF CONTENTS

ADDITIONAL INFORMATION

Descriptions of agreements or other documents contained in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index at the end of this report for a complete list of those exhibits.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as "believes", "expects", "anticipates", "intends", "plans", "estimates", "should", "likely" or similar expressions, indicates a forward-looking statement.

The identification in this report of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to:

 

PART I

ITEM 1.   BUSINESS.

General

Hartford Great Health Corp. ("the Company", “Hartford” "we", "us" or our") was incorporated in the State of Nevada on April 2, 2008 ("Inception) under the name PhotoAmigo, Inc. It changed its name to Hartford Great Health Corp. on August 20, 2018 and since then we have been engaged in activities to formulate and implement our business plan as set forth below.

Overview

Up until August 2018, we provided social networking and photo sharing from the website PhotoAmigo.com.   We also maintained the domain names PhotoAmigo.net, fotoamigo.com and fotoamigo.net.  These domain names all redirect incoming traffic to our main website, PhotoAmigo.com.

In August 2018, the Company changed its future plans of operations. The following business plan is based on research and discussions between the board and third party suppliers and experts. Only preliminary activities relating to the following objectives have been undertaken and therefore, there is no assurance that any of the proposed activities set forth below will be started by the Company or if started will be successful.

Strategy

Hartford Great Health Corp, a US OTC publicly traded company, plans to establish a subsidiary company in Shanghai called, Hartford Health Management (Shanghai) Co., Ltd. The subsidiary will be located at 38/F, BM Tower, No. 218 Wu Song Road, Hongkou District, Shanghai, China.

The plan focuses on the development of the Sino-U.S. health industry in the following four areas:

A. Membership based program:

The company will develop an international membership-based program (International Anti-Aging Program) for middle to high-income Chinese members. Enrollment into the program will allow members to travel to the United States on a yearly basis for state-of-the-art stem cell treatments including stem cell extraction, storage, and injection from a collaborative of American biomedical stem cell experts. Members will receive stem cell treatments in the United States with a larger goal of enhancing immunity, youthfulness, and longevity. The initial estimated number of annual members is approximately 1800-2000 members.

B. Artificial Intelligence and Medical Equipment Sales:

The company will broker sales of cutting-edge artificial intelligence equipment (particularly robotics) to the United States to enhance the overall standard of personal health and the healthcare experience in the U.S. The company will also sell general health and wellness equipment to individual consumers in the United States with the overall goal of improving the personal healthcare experience of customers in the United States.

C. Mobile Lifestyle Management Platform:

The company will create an internet-based health consultation platform for Chinese and Chinese-American individuals. This online platform is designed to connect customers with health and wellness information curated by experts in the health consultation and wellness management fields. The online platform will keep customers informed about new wellness-related technologies and advances available to them through the company as well as about general health and wellness lifestyle advice catered towards Chinese-American audiences.

D. Integrated management of metabolic diseases:

The company plans to target three high-risk populations, individuals with: 1) hyperglycemia, 2) hypertension, and 3) hyperlipidemia. These three conditions are incredibly common amongst both Chinese and American populations; thus, the company plans to introduce an integrated approach to management and overall reduction of these three conditions using a unique combination of Western style supplements and over-the-counter products as well as traditional Chinese Meridian Acupoint Massage.

There can be no assurance following consummation of any of the business ventures will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many of the potential business opportunities available to the Company may involve new and untested products, processes or market strategies which may not ultimately prove successful.

  

 

The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.

 

Management of the Company will pay all expenses incurred by the Company. Management does not expect any repayment for such paid expenses.

 

There is no assurance that the Company will ever be profitable.

 Competition

 

 

Employees

At September 30, 2018, we had -0- employees, as our Chief Executive Officer no longer receives compensation for his services.

ITEM 1A.    RISK FACTORS

As a "smaller reporting company" as defined by Item 8 of Regulation S-K, the Company is not required to provide information required by this Item. 

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Hartford Great Health Corp. uses the offices of its Chief Executive Officer, at 8832 Glendon Way, Rosemead, CA 91770, for its minimal office facility needs for no consideration.

ITEM 3.    LEGAL PROCEEDINGS

We were not subject to any legal proceedings during the twelve months ended July 31, 2018 and 2017 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.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable to our Company.

 

PART II

ITEM 5.    MARKET FOR COMMON EQUITY. RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES

Market Information

There is currently no market for Hartford Great Health Corp.'s common stock and there can be no assurance that a market will develop in the future. The Company has submitted a 15c211 application to the OTC Bulletin Board to have the Company's common stock quoted on the OTC Bulletin Board. Such application is currently pending.

Holders

As of November 13, 2018, a total of 3,018,000 shares of our common stock were outstanding and there were approximately 33 holders of record.

Penny Stock Rules

Due to the price of our common stock, as well as the fact that we are not listed on Nasdaq or a national securities exchange, our stock is characterized as "penny stocks" under applicable securities regulations. Our stock will therefore be subject to rules adopted by the Securities and Exchange Commission ("SEC") regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to effect a transaction in a penny stock must furnish his customer a document containing information prescribed by the SEC and obtain from the customer an executed acknowledgment of receipt of that document. The broker or dealer must also provide the customer with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such security is held for the customer's account. The existence of these rules may have an effect on the price of our stock, and the willingness of certain brokers to effect transactions in our stock.

Transfer Agent

We have appointed Corporate Stock Transfer, Inc. ("CST") as the transfer agent for our common stock. The principal office of CST is located at 3200 Cherry Creek Drive South, Suite 430, Denver, CO  80209 and its telephone number is (303) 282-4800.

Dividend Policy

We have never declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for expansion. At the present time, we intend to retain any earning in our business, and therefore do not anticipate paying dividends in the foreseeable future.

Recent Sales of Unregistered Securities; Use of Proceeds from Unregistered Securities

No unregistered securities were sold during the twelve months ended July 31, 2018, 2017, or 2016.

ITEM 6.    SELECTED FINANCIAL DATA

As a "smaller reporting company" as defined by Item 8 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 7.    MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

The following discussion and analysis was prepared to supplement information contained in the accompanying financial statements and is intended to explain certain items regarding the financial condition as of July 31, 2018, and the results of operations for the years ended July 31, 2018, and 2017.  It should be read in conjunction with the audited financial statements and notes thereto contained in this report.

Overview of the Business

We were incorporated in the State of Nevada on April 2, 2008.  Since inception, we have engaged in activities to formulate and implement our various business plans.

Ability to continue as a "going concern".  

The independent registered public accounting firms' reports on our financial statements as of July 31, 2018 and 2017, 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.

Plan of Operation

1.	Between October 2018 to June 2019, company intends to sell approximately 97 million shares of HFUS common stock, value at $0.02 cents per share, in China, raising $1.94 million in capital. There is no assurance that any money will be raised.

2.

In November to December 2018, company will complete establishment of Hartford Great Health subsidiary branch in Hangzhou and Shanghai, China.  The subsidiary branches will be 100% owned by Hartford Great Health Corp.  The Company will launch Hangzhou and Shanghai marketing plans to promote the sales of US health products as well as artificial intelligence products related to health and wellness industry.  Although there is no assurance that this will be a successful venture, this project is expected to bring sales revenue of 3.6 million US dollars by the end of 2019.

3.	The company intends to raise 6 million US dollars by June 2019, and the funds will be used to invest and acquire 45% ownership of the Hartford Hotel to launch second phase construction of the hotel.

 

Liquidity and Capital Resources

As of July 31, 2018, we had working capital of $612 comprised of current assets of $1,444 and current liabilities of $832. This represents an increase of $ 1,112 in the working capital balance from the July 31, 2017 amount of $(500).  During the year-ended July 31, 2018 our working capital increased because we received more in financing activities than we used in operating activities.

We believe that our funding requirements for the next twelve months will be in excess of $25,000, and we plan to have our principle shareholder invest $30,000 to cover these requirements.  We also intend to try and raise capital through the sale of stock.

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.

We currently have no written or firm agreement regarding future funding requirements, and we may curtail our efforts or cease activities entirely.

Equity and Capital Resources

 

We have incurred losses since inception of our business and, as of July 31, 2018, we had an accumulated deficit of $332,647 compared to $307,281 for the previous year end. To date, we have funded our operations through short-term debt and equity financing. During the year ended July 31, 2018 the Company received $47,128 of additional paid in capital from related parties.

 

We expect our expenses might increase during the foreseeable future as a result of increased operational expenses and the development of our business. However, we do not expect to start generating revenues from our operations for another six months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse affect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Report we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

 

Future Capital Expenditures

As of and subsequent to July 31, 2018, we plan to establish a subsidiary company in Shanghai by end of 2018 and raise 6 million US Dollars to invest and acquire 45% ownership of Hartford Hotel to launch second phase construction of the hotel.

Off-Balance Sheet Arrangements

As of and subsequent to July 31, 2018, we have no off-balance sheet arrangements.

Contractual Commitments

As of July 31, 2018, we have no material contractual commitments.

 

Results of Operations- Year Ended July 31, 2018 Compared to Year Ended July 31, 2017

Revenue

We did not report any revenues from sales or services either during the year ended July 31, 2018 or 2017 as we have not commenced revenue generating activities.

 

Operating expenses

Operating expenses totaled $25,603 for the year ended July 31, 2018, compared to $19,615 for the comparable period in 2017, an increase of $5,988 or 31 %. Of this increase $ 1,192 stems from website development.  We incur these website development expenses in connection with activities to develop our business.  We also incur professional fees in connection with the activities required to prepare disclosure documents.  Consistent with our current need to conserve capital resources, we have reduced our website development, marketing, and certain general and administrative expenses. Investor relations expenses increased by $2,878 during

2017 in connection with preparation of information to be included in our registration statement. Accounting and legal expenses increased $2,404 from 2017. Other general and administrative expenses decreased $84 while depreciation decreased $403.

Net loss

 

We reported a net loss of $25,366 or $ (0.01) per share for the year ended July 31, 2018, compared to a net loss of $19,852 or $ (0.01) per share for the year ended July 31, 2017, an increase of $5,514 due to the factors discussed above.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates have been used by management in conjunction with the measurement of the valuation allowance relating to deferred tax assets and future cash flows associated with long-lived assets. Actual results could differ from those estimates.

Revenue Recognition

Hartford Great Health Corp. recently commenced operations and has not yet generated revenues from operations. Revenues is expected to be derived principally from the sales of US health products as well as artificial intelligence products related to health and wellness industry in China. In accordance with established guidance, Hartford Great Health Corp. plans to recognize revenue when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the amount is reasonably assured. Certain insignificant amounts collected during the development, testing, and implementation phases are recorded as a recovery of development expense. 

Cash and Cash Equivalents

For financial statement presentation purposes, we consider short-term, highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

Contingencies

We are not currently a party to any pending or threatened legal proceedings.  Based on information currently available, management is not aware of any matters that would have a material adverse effect on our financial condition, results of operations or cash flows.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.  These financial instruments include cash, accounts payable and advances from officers.  Fair values are assumed to approximate carrying values for these financial instruments because they are short term in nature, or are receivable or payable on demand

Income Taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes using the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Hartford Great Health Corp. provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

 

 

Income (Loss) Per Share

We provide for the calculation of "Basic" and "Diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income (or loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company, assuming the issuance of an equivalent number of common shares pursuant to options, warrants, or convertible debt arrangements.  Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.  Similarly, potential common stock equivalents are not included in the calculation if the effect would be anti-dilutive. During the twelve months ended July 31, 2018 and 2017, no potentially dilutive debt or equity instruments were issued or outstanding.

Impairment of Long Lived Assets

Hartford Great Health Corp. periodically reviews the carrying amount of long lived assets to determine whether current events or changes in circumstances warrant adjustments to such carrying amounts.  If an impairment adjustment is deemed necessary, such loss is measured by the amount that the carrying value of such assets exceeds their fair value.  Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates.  Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

Recent Accounting Pronouncements.  

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of our status as a Development Stage Entity as discussed above.

 

Item 7A.  Quantative and Qualatative Disclosures About Market Risk

As a "smaller reporting Company" as defined by Item 8 of Regulation S-K, the Company is not required to provide information required by this Item.

 

 

 

 

ITEM 8.    FINANCIAL STATEMENTS

 

 

 

 

 

 

 

HARTFORD GREAT HEALTH CORP.

(Formerly Known As PhotoAmigo, Inc.)

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

 

HARTFORD GREAT HEALTH CORP.

(Formerly Known As PhotoAmigo, Inc.)

STATEMENTS OF OPERATIONS

for the years ended July 31, 2018 and 2017,

The accompanying notes are an integral part of these financial statements.

 

 

HARTFORD GREAT HEALTH CORP.

(Formerly Known As PhotoAmigo, Inc.)

STATEMENTS OF CASH FLOWS

for the years ended July 31, 2018 and 2017,

The accompanying notes are an integral part of these financial statements.

 

HARTFORD GREAT HEALTH CORP.

(Formerly Known As PhotoAmigo, Inc.)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

for the years ended July 31, 2018 and 2017

The accompanying notes are an integral part of these financial statements.

 

HARTFORD GREAT HEALTH CORP.

(Formerly Known As PhotoAmigo, Inc.)

Notes to Financial Statements

For the Years Ended July 31, 2018 and 2017

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.

Organization

Use of 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 expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows, the Company considers cash in banks, deposits in transit, and all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of temporary cash investments. On July 31, 2018, the Company did not have a concentration of credit risk since it had no temporary cash investments in bank accounts in excess of the FDIC insured amounts.

 

 

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2018 and 2017.  These financial instruments include cash, accounts payable, and advances from officers.  Fair values are assumed to approximate carrying values for these financial instruments because they are short term in nature, or are receivable or payable on demand.

Capital Expenditures

Expenditures for capital assets are recorded at historical cost.  Additions, improvements and major renewals are capitalized, while maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in the statement of operations. Depreciation of capital assets is provided over their estimated useful lives on a straight line basis

Impairment of Long Lived Assets

Hartford Great Health Corp. periodically reviews the carrying amount of long lived assets to determine whether current events or changes in circumstances warrant adjustments to such carrying amounts.  If an impairment adjustment is deemed necessary, such loss is measured by the amount that the carrying value of such assets exceeds their fair value.  Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates.  Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

 

Income Taxes

Deferred income taxes are recorded for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes using the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.  If the Company concludes that it is more likely than not that some portion or all of the deferred tax asset will not be realized, the balance of deferred tax assets is reduced by a valuation allowance.

Revenue Recognition

In accordance with established guidance, Hartford Great Health Corp. plans to recognize revenue when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the amount is reasonably assured.  Certain insignificant amounts collected during the development, testing, and implementation phases are recorded as a recovery of development expense.

Advertising costs

Stock-based Compensation

Hartford Great Health Corp. has no stock compensation plan and has not made any grants since inception, and, accordingly, has not recognized any stock-based compensation expense.  Hartford Great Health Corp. plans to account for stock-based compensation in accordance with the fair value recognition provisions of US GAAP.  Stock based compensation will be measured at the grant date based upon the estimated fair value of the award and the expense will be recognized over the required employee service period.  The fair value of restricted stock grants will be estimated on the grant date based upon the fair value of the common stock.

 

 

Income (Loss) Per Share

Basic earnings per share includes no dilution and is computed by dividing net income (or loss) by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company, assuming the issuance of an equivalent number of common shares pursuant to options, warrants, or convertible debt arrangements.  Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.  Similarly, potential common stock equivalents are not included in the calculation if the effect would be anti-dilutive.  Since inception, Hartford Great Health Corp. has not issued any potentially dilutive securities. During the twelve months ended July 31, 2018 and 2017, no potentially dilutive debt or equity instruments were issued or outstanding.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results operations.

 

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.'s operations has incurred losses since inception, resulting in an accumulated deficit of $332,647 as of July 31, 2018.  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.  STOCKHOLDERS' EQUITY

Preferred Stock    The Company has authorized 5,000,000 shares of preferred stock with a par value of $0.001.  These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors.  Since inception, the Company has not issued any preferred shares.

Common Stock     The Company has authorized 100,000,000 shares of $0.001 par value common stock.

 

Issued and Outstanding    The total issued and outstanding common stock at July 31, 2018 is 3,018,000 common shares,

Additional Paid In Capital

During the twelve months ended July 31, 2018 and 2017, stockholders contributed $25,948 and $21,180, respectively.  These contributions were made to fund the Company's ongoing operations and were converted to additional paid in capital at the end of 2018 in the amount of $47,128.

NOTE 4.  INCOME TAXES

Hartford Great Health Corp.'s deferred tax assets, valuation allowance, and change in valuation allowance are as follows:

Income taxes at the statutory rate are reconciled to reported income tax expense (benefit) as follows:

 

NOTE 5.  RELATED PARTY TRANSACTIONS

During the twelve months ended July 31, 2018, the Company converted prior borrowings of $47,128 from four stockholders to additional paid in capital. The stockholders have not received any equity for these advances from stockholders which were previously expected to be repaid by the Company.  Under the terms of the arrangement, simple interest accrued on these advances at 2% annually but this was forgiven.  Principal and interest were due upon the sale of the company or upon demand.  Stockholders have forgiven $237 of accrued interest for the twelve months ended July 31, 2018 related to these advances.  At the year-end date of July 31, 2018 there were $-0- advances from the stockholders and consequently there was no accrued interest related to these advances.

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

During the twelve months ended July 31, 2018 and 2017, stockholders contributed $25,948 and $21,180, respectively.  These contributions were made to fund the Company's ongoing operations and have been credited to additional paid in capital. 

NOTE 6. SUBSEQUENT EVENTS

In accordance with ASC 855, "Subsequent Events", the Company has evaluated events subsequent to July 31, 2018 through the date of available issuance of these financial statements on November 14, 2018.  The three major events were a change of management, a change of majority shareholders, and a name change.

The Company plans to issue 96,982,000 common shares value at $0.02 cents per share, in China, raising approximately $1.94 million in capital. There is no assurance that any money will be raised.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

Item 9A. Controls and Procedures.

Evaluation of 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 Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of July 31, 2018, 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's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control system is intended to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements and that we have controls and procedures designed to ensure that the information required to be disclosed by us in our reports that we will be required to file under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely and informed decisions regarding financial disclosure.

Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2018. Based on this assessment, management believes that as of July 31, 2018, our internal control over financial reporting was not effective based on those criteria.

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

· Limited capability to interpret and apply accounting principles generally accepted in the United States;

· Lack of formal accounting policies and procedures that include multiple levels of review.

Inherent Limitations Over Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

Changes in Internal Control Over Financial Reporting.

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.

ITEM 9B.    OTHER INFORMATION

None.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following individual presently serves as our sole officer and director:

Each of the directors will serve until the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. The following is information concerning the business backgrounds of each of Mr. Dong, Mr. Chang and Mr. Song:

Xin Dong. Mr. Dong has served as the Executive Director and General Manager of Shanghai Huitong Health Management Company, a senior care and traditional health management company, in China since September 2017. From July 2016 through August 2017, Mr. Dong acted as the Vice President and General Manager of Shanghai Huicai Financial Information Service Co., Ltd., a financial service and small loan company, in China. Mr. Dong has also served as the General Manager of Shenzhen Maoli International Trading Co., Ltd., an international trading company in Shenzhen, China, from April 2012 through June 2016, and as a Project Manager and Market Representative at Nanjing Hongyuan Electronic Technology Company, an electronics manufacturing company, from July 2007 through March 2012. Mr. Dong holds a Masters in International Finance and Trade from Shanghai Jiaotong University and a degree in Computer Science from Jiangsu University.

Sheng Yih Chang. Mr. Chang has served as 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 China, 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.

 

 

Xueying Song. Mr. Song has served as the Vice President of Hangzhou Haofu Health Management Company, a medical device provider and health product manufacturer in China, since 2017. Mr. Song served as the Vice President of Financing Operations at China Fang Group Investment Company, an investment company focus on real estate development in China, from 2016 through 2017, as the Deputy Chief Executive Officer of China Fang Group Assets Corporation, an assets management company in China, from 2013 through 2016, as a Vice President at Suwu Futures Group Corporation, a company that focus on futures investment and management in China, from 2010 through 2013, as the Deputy Manager of the Asset Management Department at Hongye Futures Group Corporation, a futures investment and management company in China, from 2008 through 2010, as a Regional Director at Huatai Securities Co., Ltd., a security company in China, from 2006 through 2008, and as a Business Manager at Xintai Securities, a security company in China, from 2001 through 2006. Mr. Song holds a Bachelor of Science and Management Degree in Civil Engineering from Southeast University in China and a Law Degree from Nanjing University of Science and Technology.

Term of office

 

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

 

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Director Independence

 

The Board consists of three members, none of whom meet the independence requirements of the Nasdaq Stock Market as currently in effect.

Committees and Terms

 

The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

Code of Ethics

 

To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations. 

 

ITEM 11. EXECUTIVE COMPENSATION 

 

 

Employment Agreements

 

The Company has not entered into employment agreements with any of its employees or officers as of July 31, 2018.

 

 

 

Anticipated Officer and Director Remuneration

 

The Company has not to date paid any compensation to any officer or director nor is any compensation owned to any officer or director as of date hereto. The Company intends to begin to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences positive cash flow and/or obtains additional funding. At such time, the Company anticipates offering cash and non-cash compensation to officers and directors. In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion.

 

Stock Option Plan

 

We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities. However, we may adopt an incentive and non-statutory stock option plan in the future.

 

Employee Pension, Profit Sharing or other Retirement Plans

 

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future. 

Section 16(a) Beneficial Ownership Reporting Compliance

We are not registered under the Securities Exchange Act of 1934, as amended, and are not subject to the reporting requirements of Section 16(a).

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of November 14, 2018, there are a total of 3,018,000 shares of our common stock outstanding, our only class of voting securities currently outstanding. The following table describes the ownership of our voting securities by: (i) each of our officers and directors; (ii) all of our officers and directors as a group; and (iii) each shareholder known to us to own beneficially more than 5% of our common stock. All ownership is direct, unless otherwise stated.

____________________

Changes in Control

Effective June 11, 2018 Xin Dong became the President/CEO/Director, Sheng-Yih Chang became the Secretary/CFO/Director, and Xueying song became the Director of Hartford Great Health Corp. replacing Robert Heckes.

 

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the twelve months ended July 31, 2018, the Company converted $47,128 from four stockholders from advances from stockholders to additional paid in capital. The stockholders have not received any equity for these advances from stockholders which are expected to be repaid by the Company.  Under the terms of the arrangement, simple interest accrues on these advances at 2% annually.  Principal and interest are due upon the sale of the company or upon demand.  The stockholders have forgiven $237 of accrued interest for the twelve months ended July 31, 2018 related to these advances.

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

During the twelve months ended July 31, 2018 and 2017, stockholders contributed $25,948 and $21,180, respectively.  These contributions were made to fund the Company's ongoing operations and have been credited to additional paid in capital. 

 

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

It is the policy of our Board of Directors to engage the principal accounting firm selected to conduct the financial audit for our company and to confirm, prior to such engagement, that such principal accounting firm is independent of our company. All services of the principal accounting firm reflected above were approved by the Board of Directors.

 

PART IV

ITEM 15.    EXHIBITS

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

101  Interactive Data Files

 

 

 SIGNATURES

 

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

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.