UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2023
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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 | | 51-0675116 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| | | |
| 8832 Glendon Way, Rosemead, California | | 91770 |
| (Address of principal executive offices) | | (Zip Code) |
(626) 321-1915
(Registrant’s telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
January 31, 2023 the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $1,244,223
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☒ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.001 par value | | HFUS | | OTC Markets Group |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par value $0.001
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 100,108,000 shares of common stock outstanding as of March 5, 2024.
| Audit Firm Id | | Auditor Name: | | Auditor Location |
| 2485 | | Simon & Edward, LLP | | Rowland Heights, California |
EXPLANATORY NOTE
This Amendment No. 1 to Hartford Great Health Corp. (“the Company”) Annual Report on Form 10-K for the annual period from August 1, 2022 to July 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2023 (the “Original Filing”), is to amend Part III Item 12 of the 2023 Form 10-K to correct the errors in the table of beneficial ownership of common stock by certain beneficial owners and management as of October 30, 2023.
This Amendment speaks as of the filing date of the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-K. Because no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of October 30, 2023, there are a total of 100,108,000 shares of our common stock outstanding, our only class of voting securities currently outstanding. The following table describes the ownership of our voting securities by: (i) each of our officers and directors; (ii) all of our officers and directors as a group; and (iii) each shareholder known to us to own beneficially more than 5% of our common stock. All ownership is direct, unless otherwise stated.
| | | | | Shares | | | | |
| | | | | Beneficially | | | Percentage | |
| Name of Beneficial Owner | | Address of Beneficial Owner | | Owned Number | | | (%) | |
| | | RM 3806 218 WUSONG RD, HONGKOU DISTRICT | | | | | | | | |
| YUAN LU | | SHANGHAI, CHINA | | | 10,000 | | | | 0.01 | % |
| ROSE HONG WANG | | 729 CARRIAGE HOUSE DRIVE, ARCADIA, CA 91006 | | | 724,000 | | | | 0.72 | % |
| XIN DONG | | 8832 GLENDON WAY, ROSEMEAD, CA 91770 | | | 10,000 | | | | 0.01 | % |
| SHENG-YIH CHANG | | 8832 GLENDON WAY, ROSEMEAD, CA 91770 | | | 1,000,000 | | | | 1.00 | % |
| | | Total Officers and Directors (4) | | | 1,744,000 | | | | 1.74 | % |
Each shareholder known to us to own beneficially more than 5% of our common stock:
| | | | | Shares Beneficially | | | Percentage | |
| Name of Beneficial Owner | | Address of Beneficial Owner | | Owned Number | | | (%) | |
| LIANYUE SONG | | 8832 GLENDON WAY, ROSEMEAD, CA 91770 | | | 85,165,200 | | | | 85.07 | % |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
The following documents are filed as a part of this Form 10-K/A:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | HARTFORD GREAT HEALTH CORP. |
| | |
| Date: March 5, 2024 | By: | /s/ ROSE HONG WANG |
| | | Rose Hong Wang |
| | | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | | Title | | Date |
| | | | | |
| /s/ Rose Hong Wang | | Chief Executive Officer, President, Dir. | | March 5, 2024 |
| Rose Hong Wang | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Sheng-Yih Chang | | Chief Financial Officer, Dir | | March 5, 2024 |
| Sheng-Yih Chang | | (Principal Accounting Officer) | | |
| | | | | |
| /s/ Yuan Lu | | Director | | March 5, 2024 |
| Yuan Lu | | | | |
| | | | | |
| /s/ Xin Dong | | Director | | March 5, 2024 |
| Xin Dong | | | | |
