Hartford Great Health Corp. - Quarter Report: 2022 January (Form 10-Q)

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: January 31, 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)

8832 Glendon 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.

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:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 100,108,000 shares of common stock outstanding as of March 18, 2022.

HARTFORD GREAT HEALTH CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

HARTFORD GREAT HEALTH CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

HARTFORD GREAT HEALTH CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

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

HARTFORD GREAT HEALTH CORP.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

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

HARTFORD GREAT HEALTH CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

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

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

Basis of 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.

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 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.

Income Taxes

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.

Revenue Recognition

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 March 2019 and impact of COVID-19 pandemic, limited operations occurred during the years ended July 31, 2021and 2020. The revenue for the year ended July 31, 2021 and 2020 were mainly generated from HZLJ, PDHJ and Gelinke.

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 $702,591 and $545,346 unsatisfied performance obligations and contract liabilities as of January 31, 2022 and July 31, 2021, respectively.

Recent Accounting Pronouncements.

Recently adopted 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.

Recently issued 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.

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 $6,923,149 as of January 31, 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

Joint Venture – HF Int’l Education

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 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.

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

Acquisition of 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

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.

Other Acquisitions

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 January 31, 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.

Disposal of 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 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

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

NOTE 5. PREPAID AND OTHER CURRENT RECEIVABLES

Prepaid and other current receivable amounts of $170,475 and $286,232 as of January 31, 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 January 31, 2022 and July 31, 2021, inventory balance was $326,398 and $323,814, respectively.

NOTE 7. PROPERTY AND EQUIPMENT, NET

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

 SCHEDULE OF PROPERTY AND EQUIPMENT, NET

Depreciation expense for the three months ended January 31, 2022 and 2021, was $34,791 and $15,482, respectively. Depreciation expense for the six months ended January 31, 2022 and 2021, was $63,010 and $34,623, respectively.

NOTE 8. OTHER ASSETS

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

 SCHEDULE OF OTHER ASSETS

NOTE 9. OTHER CURRENT PAYABLES

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

 SCHEDULE OF ACCOUNTS AND OTHER PAYABLES

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

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 $53,874 and $88,585 were recognized as sublease income, included under other income, for the three and six months ended January 31, 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.

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

 SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES

No impairment of the ROU assets was identified during the three and six months ended January 31, 2022. Considering the surge of COVID cases in Shanghai as of the reporting date, the Company will further evaluate the impacts from the pandemic.

The components of lease cost for the periods ended January 31, 2022 and 2021:

 SCHEDULE OF COMPONENTS OF LEASE COST

Supplemental cash flow information for leases for the six months ended January 31, 2022 and 2021:

 SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION FOR LEASES

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

The following table reconciles the undiscounted future minimum lease payments for operating and finance leases executed at January 31, 2022:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR OPERATING AND FINANCE LEASES

NOTE 11. RELATED PARTY TRANSACTIONS

Related Party Receivables

As both of January 31, 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 six months ended January 31, 2021, $9,778 and $18,374 of interest income were recognized, respectively. For the three months and six months ended January 31, 2022, $nil of interest income were recognized, respectively.

$386,871 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 $30,421 and $29,948 as of January 31, 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.

Related Party Loan and Payables

As of January 31, 2022 and July 31, 2021, amounts of $594,452 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 January 31, 2022 and July 31, 2021, amount of $628,833 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 $3,714,620 and $2,926,782 as of January 31, 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 January 2022, the Company borrowed several notes in a total amount of $225,000, 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. $2,748 and $5,209 of interest expense, respectively, were recorded during the three and six months ended January 31, 2022, respectively. $770 and $926 of interest expense were recognized during the three and six months ended January 31, 2021, respectively. The unpaid principal and interest are due on demand.

The remaining related party payable of $195,409 and $80,477 as of January 31, 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.

Long-term Loan from Related Party

As of January 31, 2022 and July 31, 2021, the Company has $684,614 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 with a two-year extension to April 30, 2024 on April 30,2021, bearing approximately 2.5% and 4% annual interest during the two loan terms. $6,701 and $13,360 of interest expense were recognized during the three and six months ended January 31, 2022, respectively. $3,909 and $7,658 of interest expense were recognized during the three and six months ended January 31, 2021, respectively. The principal and unpaid interest are 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 January 31, 2022 and July 31, 2021, the estimated fair value of long term loan payable was approximately $679,609 and $655,940, respectively.

Three-Party Settlement 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.

Other Related 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 January 31, 2022, no balance was withdrawn from the two lines of credits by HF Int’l Education.

NOTE 12. NONCONTROLLING INTERESTS

Noncontrolling interests consisted of the following as of January 31, 2022 and 2021:

 SCHEDULE OF NONCONTROLLING INTERESTS

NOTE 13. COMMITMENTS AND CONTINGENCIES

There has been below material contractual obligations and other commitments except the lease commitments disclosed in Note 11 Leases.

Lawsuits related 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.

License agreements

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 six months ended January 31, 2022, the Company incurred $152,594 and $292,421, respectively, license fees. As of January 31, 2022 and July 31, 2021, the Company advanced $386,871 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 January 31, 2022 and revenue generated during the six months ended January 31, 2022, as follows:

 SCHEDULE OF SEGMENT INFORMATION

Segment information on assets as of January 31, 2021 and revenue generated during the six months ended January 31, 2021, as follows:

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 February 8, 2022, the Company borrowed a note in the amount of $20,000, in form of a short-term loan at 5% per annum from a related party.

Forward-Looking Statements

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:

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.

Item 2. Management’s Discussion and Analysis or Plan of Operation Overview

This discussion updates our business plan for the six month periods ending January 31, 2022. It also analyzes our financial condition at January 31, 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 January 31, 2022, including footnotes, which are included in this quarterly report.

Overview of 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.

Ability to continue as a “going concern”.

The independent registered public accounting firms’ reports on our financial statements as of July 31, 2021 and 20120, 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

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 further ease of restrictions from the pandemic, the Company will re-run special franchise promotion. There will be a great reduction in franchise fees for the first twenty childcare center that join “HaiDeFuDe” brand. In doing so, the Company expect to generate a revised revenue of RMB8,000,000 from 25 franchisees by the end of 2022.

Results of Operations – Three Months Ended January 31, 2022 Compared to Three Months Ended January 31, 2021

Revenue: We recognized $186,951 and $102,925 revenue in the three months ended January 31, 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.

Operating Cost and Expenses: Cost of revenue increased to $281,596 for the three months ended January 31, 2022, compared to $194,593 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 January 31, 2022, selling, general and administrative expenses decreased by $367,037 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.

Other Income (Expense): Other income, net decreased to $40,407 for the three months ended January 31, 2022, compared to $102,207 for the corresponding period of 2021. Other income for the three months ended January 31, 2022 was mainly resulted from sublease income offset by interest expenses. Other income for the three months ended January 31, 2021 was mainly resulted from the gain on disposal of subsidiary.

Net Loss Attributable to Noncontrolling Interest: For the three months ended January 31, 2022, we recorded a net loss attributable to noncontrolling interest $63,099 compared to $222,087 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.

Net Loss Attributable to Hartford Great Health Corp: We recorded a net loss of $520,098 or $(0.01) per share for the three months ended January 31, 2022, compared to a net loss of $644,061 or $(0.01) per share for the three months ended January 31, 2021, a decrease in loss of $123,963 due to the factors discussed above.

Results of Operations – Six Months Ended January 31, 2022 Compared to Six Months Ended January 31, 2021

Revenue: We recognized $356,763 and $182,312 revenue in the six months ended January 31, 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.

Operating Cost and Expenses: Cost of revenue increased to $616,600 for the six months ended January 31, 2022, compared to $328,541 during the comparable period of 2021. The increase of Cost of revenue was mainly due to the license fees paid to HFHM, see note 14. During the six months ended January 31, 2022, selling, general and administrative expenses decreased by $472,001 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.

Other Income (Expense): Other income, net decreased to $65,198 for the six months ended January 31, 2022, compared to $102,063 for the corresponding period of 2021. Other income for the six months ended January 31, 2022 was mainly resulted from sublease income offset by interest expenses. Other income for the six months ended January 31, 2021 was mainly resulted from the gain on disposal of subsidiary.

Net Loss Attributable to Noncontrolling Interest: For the six months ended January 31, 2022, we recorded a net loss attributable to noncontrolling interest $129,727 compared to $356,480 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.

Net Loss Attributable to Hartford Great Health Corp: We recorded a net loss of $1,101,630 or $(0.01) per share for the six months ended January 31, 2022, compared to a net loss of $1,168,818 or $(0.01) per share for the six months ended January 31, 2021, a decrease in loss of $67,188 due to the factors discussed above.

Liquidity and Capital Resources

As of January 31, 2022, we had a working capital deficit of $6,862,411 comprised of current assets of $925,708 and current liabilities of $7,788,119.

This represents an increase of $1,313,819 in the working capital deficit from the July 31, 2021 amount of $5,548,592. During the six months ended January 31, 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 $1,600,000. We are currently seeking for further funding through related parties’ loan and finance.

As of January 31, 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.

Cash Flows – Six months ended January 31, 2022 Compared to Six months ended January 31, 2021

Operating Activities

During the six months ended January 31, 2022, $653,284 used in operating activities as compared to $1,318,650 used in the operations during the six months ended January 31, 2021. During the six months ended January 31, 2022, we recorded loss including noncontrolling interests of $1,231,357 , incurred non-cash depreciation of $63,010, prepaid and other current receivables decreased by $123,814, other assets decreased by $78,935 , other current payable increased by $15,877, contract liabilities increased by $147,461, related party payables net with receivables increased by $48,897, and operating lease liabilities net with operating lease assets increased by $83,483 as a result from the adoption of new lease guidance ASU No. 2016-02.

During the six months ended January 31, 2021, we recorded loss including noncontrolling interests of $1,525,298, incurred non-cash depreciation of $34,623, gain on disposal of subsidiary of $104,317, prepaid and other current receivables increased by $52,614, inventory increased by $294,976, other assets increased by $50,288, contract liabilities increased by $160,146, other current payable increased by $383,784, related party payables net with receivables increased by $21,190, other liabilities increased by $13,345 and operating lease liabilities net with operating lease assets increased by $95,006 as a result from the adoption of new lease guidance ASU No. 2016-02.

Investing activities

Cash used in investing activities was $174,317 for the six months ended January 31, 2022 as compared to $115,858 for the corresponding period in 2021. During the six months ended January 31, 2022, the cash used in investing activities was primarily due to the expenditure of leasehold improvements in HF Int’l Education.

During six months ended January 31, 2021, HF Int’l Education acquired a new entity, Gelinke with cash net inflow of $12,525, 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 $98,267.

Financing activities

Cash provided by financing activities was $784,576 for the six months ended January 31, 2022 as compared to $1,414,133 cash provided by financing activities for the six months ended January 31, 2021. The cash flows provided by financing activities for the six months ended January 31, 2022 was primarily attributable to $704,576 funding support from related parties, $80,000 proceeds of notes payable. The notes payable was borrowed from one related party with 5% annual interest rate. See Note 12 Related Party Transactions.

The cash flows provided by financing activities for the six months ended January 31, 2021 was primarily attributable to $1,345,843 funding support from related parties, $70,000 notes payable from one related party, $20,000 proceeds from stock issuance, offset by $21,710 finance lease principal payment.

Future Capital Expenditures

In January 2019, HFSH entered agreements to acquire 100 percent equity interest of Shanghai Luo Sheng International Trade Ltd. (“SH Luosheng”). As of January 31, 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.

Off-Balance Sheet Arrangements

As of and subsequent to January 31, 2022, we have no off-balance sheet arrangements.

Contractual Commitments

As of January 31, 2022, we have no other material contractual commitments except the office building and property leases which are included Note 11 Leases.

Critical Accounting 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.

Item 3. 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.

Item 4. 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 Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of January 31, 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’s Report 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:

Changes in Internal Control

During the six months period ended January 31, 2022, there has been no change in internal control within the Company.

PART II – OTHER INFORMATION

Item 1. 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.

We were not subject to any other legal proceedings during the six months ended January 31, 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.

Item 1A. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures

Not applicable to our Company.

Item 5. Other Information

Not applicable to our Company.

Item 6. 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

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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.