Hartford Creative Group Inc.
03/17/2025 | Press release | Distributed by Public on 03/17/2025 14:16
Quarterly Report for Quarter Ending January 31, 2025 (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, 2025
| ☐ | 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 CREATIVE GROUP, INC.
(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
HARTFORD GREAT HEALTH CORP.
Former name, former address, and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by checkmark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large 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. ☐
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 |
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 100,108,000shares of common stock outstanding as of March 17, 2025.
Index
| Page | ||
| Part I - FINANCIAL INFORMATION | ||
| Item 1. | Unaudited Consolidated Financial Statements | |
| Condensed Consolidated Balance Sheets as of January 31, 2025 (unaudited) and July 31, 2024 | 3 | |
| Condensed Consolidated Statements of Operations for the Three and Six months ended January 31, 2025 and 2024 (unaudited) | 4 | |
| Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six months ended January 31, 2025 and 2024 (unaudited) | 5 | |
| Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (unaudited) | 6 | |
| Condensed Consolidated Statements of Cash Flows for the Six months ended January 31, 2025 and 2024 (unaudited) | 7 | |
| Notes to Condensed Consolidated Financial Statements (unaudited) | 8 | |
| Item 2. | Management's Discussion and Analysis or Plan of Operation | 12 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 4. | Controls and Procedures | 17 |
| Part II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 18 |
| Item 1A. | Risk Factors | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Mine Safety Disclosures | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| SIGNATURES | 19 | |
| 2 |
HARTFORD CREATIVE GROUP, INC.
(FORMERLY KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS
| January 31, 2025 | July 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 35,563 | $ | 310,763 | ||||
| Accounts receivable | 135,995 | 573,530 | ||||||
| Advance to contractor | 873,168 | 2,422,392 | ||||||
| Current loan receivable | 667,891 | 138,577 | ||||||
| Related party receivable* | - | - | ||||||
| Prepaid and Other current receivables | 13,102 | 26,483 | ||||||
| Deferred offering costs | 48,526 | - | ||||||
| Total Current Assets | 1,774,245 | 3,471,745 | ||||||
| Non-current Assets | ||||||||
| Property and equipment, net | 589 | 587 | ||||||
| ROU assets-operating lease | 7,214 | 10,771 | ||||||
| Deferred tax assets | 204,901 | 204,901 | ||||||
| Total Non-current Assets | 212,704 | 216,259 | ||||||
| TOTAL ASSETS | $ | 1,986,949 | $ | 3,688,004 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 119,664 | $ | 1,326,907 | ||||
| Related party loan and payables* | 805,638 | 648,643 | ||||||
| Contract liabilities | 551,010 | 1,315,189 | ||||||
| Current operating Lease liabilities | 7,477 | 3,491 | ||||||
| Other current payable | 374,382 | 461,319 | ||||||
| Non-interest-bearing payable* | 3,175,736 | 3,282,161 | ||||||
| Total Current Liabilities | 5,033,907 | 7,037,710 | ||||||
| Lease liabilities, noncurrent | - | 3,768 | ||||||
| TOTAL LIABILITIES | 5,033,907 | 7,041,478 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders' Equity (Deficit) | ||||||||
| Preferred stock - $0.001par value, 5,000,000shares authorized, noshares issued and outstanding | - | - | ||||||
| Common stock - $0.001par value, 300,000,000shares authorized, 100,108,000shares outstanding at both of January 31, 2025 and July 31, 2024. | 100,108 | 100,108 | ||||||
| Additional paid-in capital | 2,173,521 | 2,173,521 | ||||||
| Accumulated deficit | (5,639,559 | ) | (5,910,843 | ) | ||||
| Accumulated other comprehensive income | 318,972 | 283,740 | ||||||
| Total Stockholders' Deficit | (3,046,958 | ) | (3,353,474 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 1,986,949 | $ | 3,688,004 | ||||
| * | Balances reclassified due to related party relationship changes. See Note 4. |
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 3 |
HARTFORD CREATIVE GROUP, INC.
(FORMERLY KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three months ended | Six months ended | |||||||||||||||
| January 31, | January 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 378,037 | $ | - | $ | 845,499 | $ | - | ||||||||
| Revenue - Related Party | - | 62,443 | - | 62,443 | ||||||||||||
| Operating cost and expenses: | ||||||||||||||||
| Cost of revenue | - | - | 109,822 | - | ||||||||||||
| Cost of revenue - Related Party | - | 55,505 | - | 55,505 | ||||||||||||
| Selling, general and administrative | 201,187 | 21,942 | 366,755 | 42,134 | ||||||||||||
| Total operating cost and expenses | 201,187 | 77,447 | 476,577 | 97,639 | ||||||||||||
| Operating income (loss) | 176,850 | (15,004 | ) | 368,922 | (35,196 | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense, net | (220 | ) | (5,067 | ) | (1,622 | ) | (10,331 | ) | ||||||||
| Gain on disposal of subsidiary | 21,362 | - | 21,362 | - | ||||||||||||
| Other income, net | 21,643 | 74 | 21,203 | 74 | ||||||||||||
| Other income (expense), net | 42,785 | (4,993 | ) | 40,943 | (10,257 | ) | ||||||||||
| Income (loss) before income taxes | 219,635 | (19,997 | ) | 409,865 | (45,453 | ) | ||||||||||
| Income Tax Expense | 75,620 | - | 138,581 | - | ||||||||||||
| Net income (loss) | 144,015 | (19,997 | ) | 271,284 | (45,453 | ) | ||||||||||
| Net (loss) income per common share: | ||||||||||||||||
| Basic and diluted | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | $ | 0.00 | |||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic and diluted | 100,108,000 | 100,108,000 | 100,108,000 | 100,108,000 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 4 |
HARTFORD CREATIVE GROUP, INC.
(FORMERLY KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
|
Three months ended January 31, |
Six months ended January 31, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net (loss) income | $ | 144,015 | $ | (19,997 | ) | $ | 271,284 | $ | (45,453 | ) | ||||||
| Other Comprehensive (loss) income, net of income tax | ||||||||||||||||
| Foreign currency translation adjustments | 78,873 | (123,853 | ) | 35,232 | (26,686 | ) | ||||||||||
| Total other comprehensive (loss) income | 78,873 | (123,853 | ) | 35,232 | (26,686 | ) | ||||||||||
| Total Comprehensive (loss) income | $ | 222,888 | $ | (143,850 | ) | $ | 306,516 | $ | (72,139 | ) | ||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 5 |
HARTFORD CREATIVE GROUP, INC.
(FORMERLY KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
| Accumulated | Total | |||||||||||||||||||||||
| Additional | Other | Stockholders' | ||||||||||||||||||||||
| Common Stock | Paid - in | Accumulated | Comprehensive | Equity | ||||||||||||||||||||
| Shares | Amount | Capital | (Deficit) | Income (loss) | (Deficit) | |||||||||||||||||||
| Balance, July 31, 2024 | 100,108,000 | 100,108 | 2,173,521 | (5,910,843 | ) | 283,740 | (3,353,474 | ) | ||||||||||||||||
| Net income | - | - | - | 127,269 | - | 127,269 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (43,641 | ) | (43,641 | ) | ||||||||||||||||
| Balance, October 31, 2024 (unaudited) | 100,108,000 | 100,108 | 2,173,521 | (5,783,574 | ) | 240,099 | (3,269,846 | ) | ||||||||||||||||
| Net income | - | - | - | 144,015 | 144,015 | |||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | 78,873 | 78,873 | |||||||||||||||||||
| Balance, January 31, 2025 (unaudited) | 100,108,000 | 100,108 | 2,173,521 | (5,639,559 | ) | 318,972 | (3,046,958 | ) | ||||||||||||||||
| Accumulated | Total | |||||||||||||||||||||||
| Additional | Other | Stockholders' | ||||||||||||||||||||||
| Common Stock | Paid - in | Accumulated | Comprehensive | Equity | ||||||||||||||||||||
| Shares | Amount | Capital | (Deficit) | income | (Deficit) | |||||||||||||||||||
| Balance, July 31, 2023 | 100,108,000 | 100,108 | 2,173,521 | (7,003,717 | ) | 240,382 | (4,489,706 | ) | ||||||||||||||||
| Net loss | - | - | - | (25,456 | ) | - | (25,456 | ) | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 97,167 | 97,167 | ||||||||||||||||||
| Balance, October 31, 2023 (unaudited) | 100,108,000 | 100,108 | 2,173,521 | (7,029,173 | ) | 337,549 | (4,417,995 | ) | ||||||||||||||||
| Net loss | - | - | - | (19,997 | ) | - | (19,997 | ) | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (123,853 | ) | (123,853 | ) | ||||||||||||||||
| Balance, January 31, 2024 (unaudited) | 100,108,000 | 100,108 | 2,173,521 | (7,049,170 | ) | 213,696 | (4,561,845 | ) | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 6 |
HARTFORD CREATIVE GROUP, INC.
(FORMERLY KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months ended | ||||||||
| January 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 271,284 | $ | (45,453 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation | - | 136 | ||||||
| Disposal of subsidiaries | (21,362 | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 449,264 | - | ||||||
| Prepaid and Other current receivables | 13,445 | - | ||||||
| Advance to contractor | 1,561,253 | - | ||||||
| Deferred offering costs | (48,542 | ) | - | |||||
| Related party receivables and payables | 15,995 | 10,330 | ||||||
| Contract liabilities | (770,664 | ) | - | |||||
| Accounts payable | (1,214,039 | ) | - | |||||
| Other current payable | (72,542 | ) | 694 | |||||
| Operating lease assets and liabilities | (178 | ) | - | |||||
| Net cash provided by (used in) operating activities | 183,914 | (34,293 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Current loan receivable | (668,279 | ) | - | |||||
| Repayment of Loan receivable | 139,225 | - | ||||||
| Disposal of subsidiary | (244 | ) | - | |||||
| Net cash used in investing activities | (529,298 | ) | - | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds of related party notes payable | 201,200 | 36,000 | ||||||
| Repayment of related party notes payable | (60,000 | ) | - | |||||
| Advances from related parties | - | 971 | ||||||
| Repayment of non-interest-bearing payable | (121,404 | ) | - | |||||
| Net cash provided by financing activities | 19,796 | 36,971 | ||||||
| Effect of exchange rate changes on cash | 50,388 | 13 | ||||||
| Net change in Cash, cash equivalents and restricted cash | (275,200 | ) | 2,691 | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 310,763 | 5,793 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 35,563 | $ | 8,484 | ||||
| Supplemental Cash Flow Information | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | 310,791 | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 7 |
HARTFORD CREATIVE GROUP, INC.
(FORMERLY KNOWN AS 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, 2024, including footnotes, contained in our Annual Report on Form 10-K.
Organization
Hartford Creative Group, Inc. (Formerly name 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. On May 11, 2024, the Company further changed its name to Hartford Creative Group, Inc.
Through its wholly owned subsidiary - Hangzhou Hartford Comprehensive Health Management, Ltd ("HZHF) and HZHF's 60percent owned subsidiary - Hangzhou Longjing Qiao Fu Vacation Hotel Co., Ltd. ("HZLJ"), and through Shanghai Hartford Health Management, Ltd. ("HFSH") and its 90percent 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.
The Company engaged in early childhood education industry at Hartford International Education Technology Co., Ltd ("HF Int'l Education") and its subsidiaries setup or acquired.
Impacted by the government regulation implemented in education industry and the restrictions posted by the Chinese government to control the pandemic in China since 2021, to avoid further operation losses, on August 1, 2022, HFSH entered a contract with a related party, Shanghai Oversea Chinese Culture Media Ltd. ("SH Oversea"), to sell 90percent ownership of HF Int'l Education and its subsidiaries for $900(RMB 5,850). On August 1, 2022, HFUS entered a contract with SH Oversea and another individual, to sell 100 percent ownership of HZHF and its subsidiaries for $1,000(RMB 6,500).
Beginning in January 2024, the Company embarked on the development of a new business within the Media and Marketing sector. As part of its rebranding strategy, on January 01, 2024, HFSH changed its legal name from Shanghai Hartford Health Management, Ltd. to Shanghai Hartford ZY Culture Media Ltd. ("HFZY"). HFZY mainly engages in social media advertising business on mainstream social media platforms such as Tik Tok, Toutiao, Kwai, RED, WeChat, and more. As an advertising partner of China's major social media platforms, the Company relies on a high-quality and professional media strategy execution team and network to help customers use the massive media resources of different types of social media platforms and receive competitive prices due to large-scale media resource procurement to purchase media resources. It aims to become one of the total solution advertising providers for domestic social media industry in China and provide customers with vertical integration services from early-stage advertising video creativity, shooting, editing, to advertising operation and management on social media apps. Further expanding its business operations, HFUS reacquired full ownership of HZHF at no cost on April 1, 2024, and subsequently rebranded it as Hangzhou Hartford WP Culture Media Ltd. ("HZWP"). On April 11, 2024, HFUS continued its growth trajectory by establishing a new subsidiary named Shanghai DZ Culture Media Ltd. ("SHDZ"). However, due to prolonged inactivity, the Company entered agreements on December 9, 2024, and January 1, 2025, to transfer 70% ownership of HZWP and SHDZ to SH Oversea, with the remaining 30% transferred to an individual. These transfers were executed at no cost and realized a $21,362gain from the disposal of these two subsidiaries. On June 18, 2024, HFUS successfully completed the acquisition of ShangXing HuoMao Network Technology Ltd. (SXHM). The acquisition was executed at no cost, and there were no significant assets or liabilities exchanged during the transfer.
Basis of Presentation
The consolidated financial statements include the accounts of Hartford Creative Group, Inc., 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.
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.
Reclassification
Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company's net income, net cash flows, or stockholders' equity.
| 8 |
Revenue Recognition
The Company follows 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. 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 is developing business plan and aim to provide customers with vertical integration services from early-stage advertising video creativity, shooting, editing, to advertising operation and management on social media apps. Most of the advertising revenue will be generated by placing ad products on Tik Tok, Toutiao, Kwai, RED, WeChat, and other third-party affiliated websites and mobile applications. Currently, the Company provides traffic acquisition service to place the advertisements produced by the advertisers. The advertisements are published on the targeted media platforms as determined by the customers. Besides, the Company provides advertisements account charging service to customers upon the request from customers. Revenue is recognized at a point in time when the distribution of advertisements and charging of advertisement accounts are completed upon the completion confirmation from customers and suppliers.
During the six months ended January 31, 2025, the Company has provided advertising placement services to 15 customers and received approximately RMB 63.5million (USD 8.9million) as advanced payment from these customers. The Company also acquired advertising placement services from 28 suppliers and prepaid RMB 56.9million (USD 8.0million). During the three and six months ended January 31, 2025, the Company recognized revenue of USD 0.4million and 0.8million, respectively, from the advertisement placement services. The advertisements are published on the targeted media platforms as determined by the customers. The Company is not the principal in this arrangement as the Company does not control the specified service (i.e., the traffic) before that service is delivered to the customer, because (i) it is the targeted media platform, rather than the Company, who is primarily responsible for providing the media publishing service; (ii) the media platforms are identified and determined by the customers, rather than the Company, and the Company does not commit to acquire the traffic before transferring to the customers. Therefore, the Company is not the principal in executing these transactions. The Company reports the amount received from the customers and the amounts paid to the media suppliers related to these transactions on a net basis.
In the comparable period in prior year, the Company generated $62,443revenue from designing, making, and placing video advertising for related party customers.
Recent Accounting Pronouncements.
Recently not yet adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The new guidance requires enhanced disclosures about income tax expenses. The Company is required to adopt this guidance in the first quarter of the fiscal year 2026. Early adoption is permitted on a prospective basis. We are currently evaluating the impact of this ASU on our annual income tax disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The new guidance requires enhanced disclosures about significant segment expenses. The Company is required to adopt this guidance for its annual reporting in fiscal year 2025 and for interim period reporting beginning the first quarter of fiscal year 2026 on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact of this ASU on our segment disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.
| 9 |
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. As of January 31, 2025, The Company had a working capital deficit of $3,259,662and an accumulated deficit of $ 5,639,559. These conditions raise substantial doubt about the ability of Hartford Creative Group, Inc. 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 the Company, and ultimately achieving profitable operations. Management believes that the Company's business plan provides it with an opportunity to continue as a going concern. However, management cannot provide assurance that the Company 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 the Company to continue as a going concern.
NOTE 3. CURRENT LOAN RECEIVABLE
During July and August 2024, the Company loaned $814,847(RMB 5,800,000) to an unrelated party at a 3% interest rate, maturing within 12 months. On December 31, 2024, $146,956(RMB 1,000,000) was early terminated and repaid. The outstanding loan receivable balance was $667,891as of January 31, 2025. Interest earned was $5,708for the three months ended January 31, 2025 and $11,508for the six months ended January 31, 2025.
NOTE 4. RELATED PARTY PAYABLE AND NON-INTEREST-BEARING PAYABLE
Related Party Payables and Non-Interest-Bearing Payable
As of January 31, 2025 and July 31, 2024, amounts of $340,969and $460,189, respectively, are payable to SH Qiaohong. The balances were mainly funding support from SH Qiaohong for operation. The funding support bears no interest and due on demand.
HFSH had payable balances to Shanghai Oversea Chinese Culture Media Ltd. ("SH Oversea"), in the amounts of $2,834,767and $2,822,936as of January 31, 2025 and July 31, 2024, respectively. The payable is funding support from SH Oversea for operation, bears no interest and due on demand.
The Company's related party relationship with SH Qiaohong and SH Oversea, previously due to shared management with HFSH, ended as of August 15, 2024. Consequently, outstanding balances with these parties are no longer classified as related party receivables or payables but are now recognized as "Non-interest-bearing payable". For comparative purposes, the related balance as of July 31, 2024, has also been reclassified accordingly.
Related Party loans
HFUS borrowed in the 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. $4,025and $8,231of interest expenses were recorded during the three and six months ended January 31, 2025, respectively. $5,067and $10,331of interest expenses were recorded during the three and six months ended January 31, 2024, respectively. As of January 31, 2025 and July 31, 2024, the unpaid principal and interest amount of $376,201and $402,971, respectively, will be due on demand.
Since February 2024, the Company borrowed a total of $376,900in short-term loans at an annual interest rate of 5% from a relative of one of its current major shareholders (the former primary shareholder). On April 22, 2024, $29,022of the principal was used to offset profits that the former shareholder allegedly earned in violation of Section 16(b) of the Securities Exchange Act. As of July 31, 2024, the outstanding balance of principal and interest on these loans was $174,309, payable on demand. Interest expense of $1,843and $4,927was recorded for the three and six months ended January 31, 2025, respectively. On December 10, 2024, the outstanding loan balance of $355,436(principal and interest) was converted to a non-interest-bearing advance from the former shareholder. This advance, combined with other related party payables, resulted in a total of $429,437and $71,363in outstanding operating advances from the former primary shareholder as of January 31, 2025, and July 31, 2024, respectively. These advances are non-interest-bearing and due on demand.
Other Related Party Transactions
The Company has leased approximately 543square feet (50.4square meters) of office space in Shanghai from SH Dubian, a company managed by a relative of a major shareholder. The lease term is from February 18, 2024, to February 17, 2026, at a fixed monthly rent of USD 638(RMB 4,600).
The Company's office space, located 8832 Glendon Way, Rosemead, CA 91770, is leased from a related party, a former primary shareholder and relative of a current major shareholder. The lease term is from January 1, 2025 to December 31, 2025, at a fixed monthly rent of USD 1,000.
| 10 |
NOTE 5. ADVANCE TO CONTRACTOR AND CONTRACT LIABILITIES
In the advertisement placement services, the Company makes prepayments to the downstream agents or the media platforms ("contractor") and receives advance payments from the customers. As of January 31, 2025 and July 31, 2024, the Company's balance sheets reflect $873,168and $2,422,392, respectively, in prepayments to contractors, categorized as "Advance to contractor" and $551,010and $1,315,189, respectively, in customer advance payments, recorded under "Contract Liabilities".
NOTE 6. OTHER CURRENT LIABILITIES
Other current payable consist as follows:
| January 31, 2025 | July 31, 2024 | |||||||
| Taxes payable | $ | 58,493 | $ | 275,193 | ||||
| Accrued payroll | 32,103 | 16,930 | ||||||
| Payable to former owners | 282,788 | 125,729 | ||||||
| Other payables | 998 | 43,467 | ||||||
| Other Current Liabilities | $ | 374,382 | $ | 461,319 | ||||
NOTE 7. CONCENTRATION RISK
For the three and six months ended January 31, 2025, one customer accounted for 85% and two customers accounted for 72% of the Company's total gross billing, respectively. As of January 31, 2025, the Company had $135,995in outstanding receivables due from one customer. As of July 31, 2024, the Company had $573,530in outstanding receivables due from two customers. Prepayments received from two customers, which are recorded as contract liabilities, comprised 97% and 73% of total contract liabilities as of January 31, 2025 and July 31, 2024, respectively.
For the three and six months ended January 31, 2025, one contractor accounted for 82% and two contractors accounted for 67% of the Company's total services acquisition. As of January 31, 2025 and July 31, 2024, the Company had $119,664and $1,326,907outstanding payables to two contractors, respectively. As of January 31, 2025 and July 31, 2024, advances made to one contractor amount of 90% and two contractors amount of 70% of the Company's total advanced payments.
In the corresponding three-month period of the prior year, the Company did not participate in advertisement placement services, and no significant customer or vendor concentration risks were identified.
NOTE 8. COMMITMENTS AND CONTINGENCIES
There has been no material contractual obligations and commitments as of January 31, 2025.
NOTE 9. 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 no material subsequent events were noted except the events as disclosed below:
On February 24, 2025, the Company filed an S-1 registration statement with the SEC related to the issuance and sale of up to $10,000,000in aggregate value of shares of our common stock, with a par value of $0.001per share.
| 11 |
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:
| - | statements concerning the benefits that we expect will result from our business activities and results of business development that we contemplate or have completed, such as increased revenues; and statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this report or incorporated by reference in this report. |
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.
Item 2. Management's Discussion and Analysis or Plan of Operation Overview
This discussion updates our business plan for the three and six months period ending January 31, 2025. It also analyzes our financial condition on January 31, 2025 and compares it to our financial condition at July 31, 2024. This discussion and analysis should be read in conjunction with our audited financial statements for the year ended July 31, 2024, including footnotes, contained in our Annual Report on Form 10-K, and with the unaudited financial statements for the interim period ended October 31, 2024, including footnotes, which are included in this quarterly report.
Overview of the Business
Hartford Creative Group, Inc. (Former name 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. On May 11, 2024, the Company further changed its name to Hartford Creative Group, Inc.
Ability to continue as a "going concern".
The independent registered public accounting firms' reports on our financial statements as of July 31, 2024, includes a "going concern" explanatory paragraph that describes substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding the factors prompting the explanatory paragraph are discussed in the financial statements, including footnotes thereto.
| 12 |
Plan of Operation
After years of experience in education and hospitality, the Company shifted its focus in January 2024 to social media advertising. On January 10, 2024, HFSH changed its legal name from Shanghai Hartford Health Management, Ltd. to Hartford ZY Culture Media (Shanghai) Co., Ltd., hereon refer to as "HFZY". On June 18, 2024, the Company successfully completed the acquisition of ShangXing HuoMao Network Technology Ltd. (SXHM). HFZY and SXHM started to deliver media and advertisement services. The pent-up demand from social media influencers' marketing needs on social media apps lead the Company to seize the opportunity in providing advertisement services. the Company begins to engage in social media advertising business on mainstream social media platforms such as Tik Tok, Toutiao, Kwai, RED, WeChat, and more. As an advertising partner of China's major social media platforms, it aims to provide customers with vertical integration services from early-stage advertising video creativity, photograph shooting, editing, to advertising operation and management on social media apps. The Company will also gradually launch overseas TikTok advertising campaign, providing social media advertising solutions for domestic Chinese customers to engage in international markets in the United States.
During the three and six months ended January 31, 2025, the Company recognized revenue of $0.4 million and $0.8 million, respectively, from the advertisement placement services. The advertisements are published on the targeted media platforms as determined by the customers. Revenue is recognized at a point in time when the placement of advertisements is completed. As disclosed in Note 1 under category "Revenue Recognition", the Company is not the principal in executing these transactions. The Company reports the amount received from the customers and the amounts paid to the media platforms or upside agent related to these transactions on a net basis.
Based on market research and discussions among the Board and third-party suppliers and experts, the Company has further developed a plan of mini-drama business. The Company is strategically positioned to capture considerable market interest and enhance revenue streams from our innovative mini-drama business. While initial steps toward this ambitious goal have been initiated, it is important to note that the commencement and future success of the mini-drama venture are not yet guaranteed.
| 13 |
Results of Operations - Three months ended January 31, 2025 Compared to Three months ended January 31, 2024.
The following table presents certain consolidated statement-of-operations information and presentation of that data as a percentage of change from year to year.
| For the Three Months ended January 31, | ||||||||||||
| 2025 | 2024 | Variance | ||||||||||
| Revenues | $ | 378,037 | $ | 62,443 | 505 | % | ||||||
| Total operating cost and expenses | 201,187 | 77,447 | 160 | % | ||||||||
| Operating income (loss) | 176,850 | (15,004 | ) | -1279 | % | |||||||
| Other income (expenses) | 42,785 | (4,993 | ) | -957 | % | |||||||
| Income (loss) before income taxes | 219,635 | (19,997 | ) | -1198 | % | |||||||
| Income tax expense | 75,620 | - | 100 | % | ||||||||
| Net income (loss) | 144,015 | (19,997 | ) | -820 | % | |||||||
Revenue: During the three months ended January 31, 2025, the revenue was primarily from advertising placement services, which we launched in January 2024. For the three months ended January 31, 2024, the revenue was primarily generated from designing, making and placing video advertising for Shanghai DuBian Assets Management Ltd., which was managed by our former major shareholder's relatives. This substantial growth can be attributed to our successful market expansion strategies and an increase in customer base.
Operating Cost and Expenses: Operating costs and expenses rose to $201,187, a 160% increase from $77,447 in the previous year. This increase was primarily due to investments in scaling our operations, including hiring additional labor force, expanding our infrastructure, and increased marketing spend to support the expansion of business operation and our revenue growth.
Operating Income (Loss): The operating income turned positive, reaching $176,850 from a loss of $15,004 in the same period last year. This improvement reflects our ability to leverage our increased revenues more effectively against our operating cost base, improving our operational efficiency.
Other Income (Expense): Other income significantly improved to $42,785 from an expense of $4,993 in the same period last year. Other income for the three months ended January 31, 2025, primarily consisted of $21,362 gain on disposal of HZHF and SHDZ, $20,884 granted by local government, and interest income from current loan receivables net with interest expense on loans from related parties. Other expense for the three months ended January 31, 2024 was mainly resulted from interest expenses
Income tax expense: We incurred an income tax expense of $75,620 for the three months ended January 31, 2025, which was not present in the previous year. This income tax is a direct result of the increase of profitability.
Net Income (Loss): Net income for the three months ended January 31, 2025, was $144,015, a significant improvement from the net loss of $19,997 in the same period last year. This growth is reflected across various financial metrics, showcasing our ability to scale operations and manage operating costs effectively.
| 14 |
Results of Operations - Six months ended January 31, 2025 Compared to Six months ended January 31, 2024.
The following table presents certain consolidated statement-of-operations information and presentation of that data as a percentage of change from year to year.
| For the Six Months ended January 31, | ||||||||||||
| 2025 | 2024 | Variance | ||||||||||
| Revenues | $ | 845,499 | $ | 62,443 | 1254 | % | ||||||
| Total operating cost and expenses | 476,577 | 97,639 | 388 | % | ||||||||
| Operating income (loss) | 368,922 | (35,196 | ) | -1148 | % | |||||||
| Other income (expenses) | 40,943 | (10,257 | ) | -499 | % | |||||||
| Income (loss) before income taxes | 409,865 | (45,453 | ) | -1002 | % | |||||||
| Income tax expense | 138,581 | - | 100 | % | ||||||||
| Net income (loss) | 271,284 | (45,453 | ) | -697 | % | |||||||
Revenue: During the six months ended January 31, 2025, our revenue significantly increased to $845,499, marking an astounding growth of 1254% from $62,443 in the same period of the previous year. This substantial growth can be attributed to our successful market expansion strategies and a notable increase in our customer base.
Operating Cost and Expenses: Operating costs and expenses rose to $476,577, a 388% increase from $97,639 in the same period of the previous year. This increase was primarily due to investments in scaling our operations, including hiring additional labor force, expanding our infrastructure, and increased marketing spend to support the expansion of business operations and our revenue growth.
Operating Income (Loss): The operating income turned positive, reaching $368,922 from a loss of $35,196 in the same period last year. This improvement reflects our ability to leverage our increased revenues more effectively against our operating cost base, improving our operational efficiency.
Other Income (Expense): Other income improved to $40,943 from an expense of $10,257 in the same period last year. This improvement in other income was due to various factors, which include gains from subsidiary disposals, government grants, and interest income from current loan receivables net with interest expense on loans from related parties. Other expense for the six months ended January 31, 2024 was mainly resulted from interest expenses.
Income tax expense: We incurred an income tax expense of $138,581 for the six months ended January 31, 2025, which was not present in the previous year. This income tax is a direct result of our increased profitability before taxes.
Net Income (Loss): We recorded a net income of $271,284 for the six months ended January 31, 2025, compared to a net loss of $45,453 for the same period of 2024. This growth is reflected across various financial metrics, showcasing our ability to scale operations and manage operating costs effectively.
| 15 |
Liquidity and Capital Resources
As of January 31, 2025, we had a working capital deficit of $3,259,662 comprised of current assets of $1,774,245 and current liabilities of $5,033,907. This represents a decrease of $306,303 in the working capital deficit from the July 31, 2024 amount of $3,565,965. We had an accumulated deficit of $5,639,559 compared to $5,910,843 at the previous year end. To date, we have funded our operations through short-term debt and equity financing.
As of January 31, 2025, 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. If we are unable to raise sufficient capital, we will be required to delay or forego some of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. Any sales of our securities would dilute the ownership of our existing investors.
Future Capital Expenditures
We believe that our funding requirements for the next twelve months will be in excess of $2,000,000. We are currently seeking further funding through related parties' loan and finance.
We are in the process of uplisting the Company's stock from the OTC market to the Nasdaq exchange. Assuming all conditions are met in our favor, we plan to raise capital through either debt or equity financing. The proceeds from this financing will be used to cover the costs related to the uplisting procedure.
Cash Flows - Six months ended January 31, 2025 Compared to Six months ended January 31, 2024
Operating Activities
Cash provided by operating activities was $183,914 for the six months ended January 31, 2025 as compared to $34,293 cash used in the operations for the same period in 2024. During the six months ended January 31, 2025, we recorded net income of $271,284 , a $1,561,253 decrease of advance to contract, a $449,264 decrease of accounts receivable, a $15,995 increase of related party payables and a $13,445 decrease of prepaid and other current receivable, offset by a $1,214,039 decrease of accounts payable, a $770,664 decrease of contract liabilities, a $72,542 decrease of other current payable and a $48,542 increase of deferred offering cost.
During the six months ended January 31, 2024, we recorded net loss of $45,453 offset by a $10,330 increase of related party payables.
Investing activities
The cash used in investing activities was $529,298 for the six months ended January 31, 2025 primarily as a result of short term loan receivables with 3% interest rate, matured in July and August, 2025. Nil of investing activities occurred during the same period in 2024.
Financing activities
Cash provided by financing activities was $ 19,796 for the six months ended January 31, 2025, primarily due to the proceeds of notes payable of $201,200 and offset by the repayment of notes payable $ 60,000 and repayment of non-interest-bearing payable of $121,404. In the same period of 2024, cash provided by financing activities was $36,971, primarily from proceeds of notes payable and funding support from related parties. The notes payable was borrowed from related parties with 5% annual interest rate. See Note 4 Related Party Transactions.
| 16 |
Off-Balance Sheet Arrangements
As of and subsequent to January 31, 2025, we have no off-balance sheet arrangements.
Contractual Commitments
As of January 31, 2025, we don't have material contractual commitments.
Critical Accounting Policies
There have been no other changes in our critical accounting policies since our most recent audit dated July 31, 2024.
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 Interim 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 Interim Chief Financial Officer, concluded that, as of January 31, 2025, 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:
| ● | Lack of proper authorization and approval procedures on significant business transactions. |
| ● | Lack of competence accounting personnel at entity level and proper segregation of duties implemented. |
Changes in Internal Control
During the six months ended January 31, 2025, there has been no change in internal control within the Company.
| 17 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We were not subject to any other legal proceedings during the six months ended January 31, 2025, 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:
Exhibit Index
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on May 11, 2024 | |
| 31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Sheng-Yih Chang. | |
| 31.2* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lili Dai | |
| 32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Sheng-Yih Chang and Lili Dai | |
| 101 | Interactive Data Files | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 18 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HARTFORD CREATIVE GROUP, INC. | ||
| Date: March 17, 2025 | By: | /s/ Sheng-Yih Chang |
| Sheng-Yih Chang | ||
| Chief Executive Officer | ||
| 19 |