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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: April 30, 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: 25,027,004
shares of common stock outstanding as of October 08, 2025.
EXPLANATORY
NOTE
Hartford
Creative Group, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter
ended April 30, 2025 (the “Original Filing”), originally filed with the Securities and Exchange Commission (the “SEC”)
on June 13, 2025, solely to amend and restate the disclosures related to related party transactions.
After
the filing of the Original Report, the Company determined that certain related party relationships had been reinstated as of November
26, 2024, and December 2, 2024, respectively, which were not identified or disclosed in the Original Report:
| ● | On
November 26, 2024, Ms. Erin SongWang acquired a 39% ownership interest in the Company and
became a major shareholder, resulting in Shanghai Qiaohong Assets Ltd. (‘SH Qiaohong’), where
she holds a 90% beneficial ownership, and its 95%-owned subsidiary, Shanghai Oversea Chinese
Culture Media Ltd. (‘SH Oversea’), becoming related parties of the Company. |
| | |
| ● | Shanghai
Konglu ZeYi Brands Management Ltd. (“KLZY”) became a related party of the Company
on December 2, 2024, when it was acquired by SH Qiaohong. |
This
Amendment No. 1 is being filed to correct such omissions and provide the required disclosures. The following items have been amended
in this Amendment No. 1:
● |
Part I — Item 1. Unaudited Condensed Consolidated
Balance Sheets and Unaudited Condensed Consolidated Statements of Cash Flows |
● |
Part I — Item 1. Note 3 and Note 4 of the Notes
to the Unaudited Condensed Consolidated Financial Statements |
● |
Part I – Item 2. “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Recent Developments” |
Except
as described above, this Amendment does not amend, update, or change any other items or disclosures in the Original Report. This Amendment
speaks as of the date of the Original Report, and does not reflect events occurring after the filing of the Original Report, except as
noted herein.
Index
|
|
Page |
|
|
|
Part I - FINANCIAL INFORMATION |
|
|
|
|
Item 1. |
Unaudited Consolidated Financial Statements |
|
|
Condensed Consolidated Balance Sheets as of April 30, 2025 (unaudited) and July 31, 2024 |
3 |
|
Condensed Consolidated Statements of Operations for the Three and Nine months ended April 30, 2025 and 2024 (unaudited) |
4 |
|
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine months ended April 30, 2025 and 2024 (unaudited) |
5 |
|
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) |
6 |
|
Condensed Consolidated Statements of Cash Flows for the Nine months ended April 30, 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 |
16 |
|
|
|
Item 4. |
Controls and Procedures |
16 |
|
|
|
Part II - OTHER INFORMATION |
|
|
|
|
Item 1. |
Legal Proceedings |
17 |
|
|
|
Item 1A. |
Risk Factors |
17 |
|
|
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
17 |
|
|
|
Item 3. |
Defaults Upon Senior Securities |
17 |
|
|
|
Item 4. |
Mine Safety Disclosures |
17 |
|
|
|
Item 5. |
Other Information |
17 |
|
|
|
Item 6. |
Exhibits |
17 |
|
|
|
SIGNATURES |
18 |
|
|
|
HARTFORD
CREATIVE GROUP, INC.
(FORMERLY
KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
April 30, 2025 | | |
July 31, 2024 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 49,427 | | |
$ | 310,763 | |
Accounts receivable | |
| 364,980 | | |
| 573,530 | |
Advance to contractor | |
| 912,733 | | |
| 2,422,392 | |
Related party receivable** | |
| - | | |
| - | |
Current loan receivable-related party** (as
restated) | |
| 660,125 | | |
| 138,577 | |
Prepaid and Other current receivables | |
| 16,663 | | |
| 26,483 | |
Deferred offering costs | |
| 99,695 | | |
| - | |
Total Current Assets | |
| 2,103,623 | | |
| 3,471,745 | |
Non-current Assets | |
| | | |
| | |
Property and equipment, net | |
| 582 | | |
| 587 | |
ROU assets-operating lease | |
| 5,222 | | |
| 10,771 | |
Deferred tax assets | |
| 204,901 | | |
| 204,901 | |
Total Non-current Assets | |
| 210,705 | | |
| 216,259 | |
TOTAL ASSETS | |
$ | 2,314,328 | | |
$ | 3,688,004 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 425,781 | | |
$ | 1,326,907 | |
Related party loan and payables** (as restated) | |
| 4,104,557 | | |
| 3,930,804 | |
Contract liabilities | |
| 252,808 | | |
| 1,315,189 | |
Current operating Lease liabilities | |
| 5,311 | | |
| 3,491 | |
Other current payable | |
| 440,789 | | |
| 461,319 | |
Non-interest-bearing payable** (as restated) | |
| - | | |
| - | |
Total Current Liabilities | |
| 5,229,246 | | |
| 7,037,710 | |
Lease liabilities, noncurrent | |
| - | | |
| 3,768 | |
TOTAL LIABILITIES | |
| 5,229,246 | | |
| 7,041,478 | |
| |
| | | |
| | |
Commitments and contingencies | |
| - | | |
| - | |
Stockholders’ Equity (Deficit) | |
| | | |
| | |
Preferred stock - $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding | |
| - | | |
| - | |
Common stock - $0.001 par value, 75,000,000 shares authorized, 25,027,004 shares outstanding at both
of April 30, 2025 and July 31, 2024* | |
| 25,027 | | |
| 25,027 | |
Additional paid-in capital | |
| 2,248,602 | | |
| 2,248,602 | |
Accumulated deficit | |
| (5,548,602 | ) | |
| (5,910,843 | ) |
Accumulated other comprehensive income | |
| 360,055 | | |
| 283,740 | |
Total Stockholders’ Deficit | |
| (2,914,918 | ) | |
| (3,353,474 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 2,314,328 | | |
$ | 3,688,004 | |
The
accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
HARTFORD
CREATIVE GROUP, INC.
(FORMERLY
KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| |
Three months ended | | |
Nine months ended | |
| |
April 30, | | |
April 30, | |
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
Revenue | |
$ | 354,791 | | |
$ | 116,640 | | |
$ | 1,200,290 | | |
$ | 116,640 | |
Revenue - Related Party | |
| - | | |
| - | | |
| - | | |
| 62,443 | |
Total Revenue | |
| 354,791 | | |
| 116,640 | | |
| 1,200,290 | | |
| 179,083 | |
Operating cost and expenses: | |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
| - | | |
| - | | |
| 109,822 | | |
| - | |
Cost of revenue - Related Party | |
| - | | |
| - | | |
| - | | |
| 55,505 | |
Cost of revenue | |
| - | | |
| - | | |
| - | | |
| 55,505 | |
Selling, general and administrative | |
| 169,887 | | |
| 86,300 | | |
| 536,642 | | |
| 128,434 | |
Total operating cost and expenses | |
| 169,887 | | |
| 86,300 | | |
| 646,464 | | |
| 183,939 | |
Operating income (loss) | |
| 184,904 | | |
| 30,340 | | |
| 553,826 | | |
| (4,856 | ) |
Other Income (Expense) | |
| | | |
| | | |
| | | |
| | |
Interest income (expense), net | |
| 1,801 | | |
| (5,488 | ) | |
| 179 | | |
| (15,819 | ) |
Gain on disposal of subsidiary | |
| - | | |
| - | | |
| 21,362 | | |
| - | |
Other income, net | |
| 32 | | |
| 28,928 | | |
| 21,235 | | |
| 29,002 | |
Other income (expense), net | |
| 1,833 | | |
| 23,440 | | |
| 42,776 | | |
| 13,183 | |
Income Tax Expense | |
| 95,780 | | |
| - | | |
| 234,361 | | |
| - | |
Net income | |
| 90,957 | | |
| 53,780 | | |
| 362,241 | | |
| 8,327 | |
| |
| | | |
| | | |
| | | |
| | |
Net income per common share: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.01 | | |
$ | 0.00 | |
Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted* | |
| 25,027,004 | | |
| 25,027,004 | | |
| 25,027,004 | | |
| 25,027,004 | |
The
accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
HARTFORD
CREATIVE GROUP, INC.
(FORMERLY
KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| |
Three months ended | | |
Nine months ended | |
| |
April 30, | | |
April 30, | |
| |
2025 | | |
2024 | | |
2025 | | |
2024 | |
Net income | |
$ | 90,957 | | |
$ | 53,780 | | |
$ | 362,241 | | |
$ | 8,327 | |
Other Comprehensive income, net of income tax | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustments | |
| 41,083 | | |
| 81,653 | | |
| 76,315 | | |
| 54,967 | |
Total other comprehensive income | |
| 41,083 | | |
| 81,653 | | |
| 76,315 | | |
| 54,967 | |
Total Comprehensive income | |
$ | 132,040 | | |
$ | 135,433 | | |
$ | 438,556 | | |
$ | 63,294 | |
The
accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
HARTFORD
CREATIVE GROUP, INC.
(FORMERLY
KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| |
Shares | | |
Amount* | | |
Capital* | | |
(Deficit) | | |
Income (loss) | | |
(Deficit) | |
| |
| | |
| | |
Additional | | |
| | |
Accumulated Other | | |
Total Stockholders’ | |
| |
Common Stock* | | |
Paid - in | | |
Accumulated | | |
Comprehensive | | |
Equity | |
| |
Shares | | |
Amount | | |
Capital* | | |
(Deficit) | | |
Income (loss) | | |
(Deficit) | |
Balance, July 31, 2024 | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (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) | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (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) | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (5,639,559 | ) | |
| 318,972 | | |
| (3,046,958 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 90,957 | | |
| - | | |
| 90,957 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 41,083 | | |
| 41,083 | |
Balance, April 30, 2025 (unaudited) | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (5,548,602 | ) | |
| 360,055 | | |
| (2,914,918 | ) |
| |
| | |
| | |
Additional | | |
| | |
Accumulated Other | | |
Total Stockholders’ | |
| |
Common Stock* | | |
Paid - in | | |
Accumulated | | |
Comprehensive | | |
Equity | |
| |
Shares | | |
Amount | | |
Capital* | | |
(Deficit) | | |
income | | |
(Deficit) | |
Balance, July 31, 2023 | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (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) | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (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) | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (7,049,170 | ) | |
| 213,696 | | |
| (4,561,845 | ) |
Balance | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (7,049,170 | ) | |
| 213,696 | | |
| (4,561,845 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| 53,780 | | |
| - | | |
| 53,780 | |
Net income (loss) | |
| - | | |
| - | | |
| - | | |
| 53,780 | | |
| - | | |
| 53,780 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 81,653 | | |
| 81,653 | |
Balance, April 30, 2024 (unaudited) | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (6,995,390 | ) | |
| 295,349 | | |
| (4,426,412 | ) |
Balance | |
| 25,027,004 | | |
| 25,027 | | |
| 2,248,602 | | |
| (6,995,390 | ) | |
| 295,349 | | |
| (4,426,412 | ) |
The
accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
HARTFORD
CREATIVE GROUP, INC.
(FORMERLY
KNOWN AS HARTFORD GREAT HEALTH CORP.)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| |
2025 | | |
2024 | |
| |
Nine months ended | |
| |
April 30, | |
| |
2025 | | |
2024 | |
Cash flows from operating activities: | |
| | | |
| | |
Net income | |
$ | 362,241 | | |
$ | 8,327 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Depreciation | |
| - | | |
| 136 | |
Disposal of subsidiaries | |
| (21,362 | ) | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable, net | |
| 214,932 | | |
| - | |
Prepaid and Other current receivables | |
| 9,846 | | |
| - | |
Advance to contractor | |
| 1,504,496 | | |
| (291,448 | ) |
Deferred offering costs | |
| (99,968 | ) | |
| - | |
Related party receivables and payables | |
| 16,302 | | |
| 15,818 | |
Contract liabilities | |
| (1,061,531 | ) | |
| 262,872 | |
Accounts payable | |
| (898,895 | ) | |
| - | |
Other current payable | |
| (3,099 | ) | |
| 29,757 | |
Operating lease assets and liabilities | |
| 1,746 | | |
| (6,964 | ) |
Net cash provided by operating activities | |
| 24,708 | | |
| 18,498 | |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Current loan receivable- related party* (as
restated) | |
| (665,437 | ) | |
| - | |
Repayment of Loan receivable- related party*
(as restated) | |
| 138,633 | | |
| - | |
Disposal of subsidiary | |
| (243 | ) | |
| - | |
Net cash used in investing activities | |
| (527,047 | ) | |
| - | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds of related party notes payable | |
| 201,200 | | |
| 141,978 | |
Repayment of related party notes payable | |
| (195,000 | ) | |
| (70,000 | ) |
Advances from related parties | |
| 341,434 | | |
| - | |
Repayment of related party advances*
(as restated) | |
| (108,411 | ) | |
| (55,466 | ) |
Net cash provided by financing activities | |
| 239,223 | | |
| 16,512 | |
Effect of exchange rate changes on cash | |
| 1,780 | | |
| (74 | ) |
Net change in Cash, cash equivalents and restricted cash | |
| (261,336 | ) | |
| 34,936 | |
Cash, cash equivalents and restricted cash at beginning of period | |
| 310,763 | | |
| 5,793 | |
Cash, cash equivalents and restricted cash at end of period | |
$ | 49,427 | | |
$ | 40,729 | |
| |
| | | |
| | |
Supplemental Cash Flow Information | |
| | | |
| | |
Interest paid | |
$ | - | | |
$ | - | |
Income taxes paid | |
$ | 328,190 | | |
$ | - | |
The
accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
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 60 percent owned
subsidiary - Hangzhou Longjing Qiao Fu Vacation Hotel Co., Ltd. (“HZLJ”), and through Shanghai Hartford 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.
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 90 percent 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 $21,272 gain from
the disposal of these two subsidiaries. On June 18, 2024, HFUS successfully completed the acquisition of ShaoXing HuoMao Network Technology
Ltd. (SXHM). The acquisition was executed at no cost, and there were no significant assets or liabilities exchanged during the transfer.
Reverse
Stock Split
On
March 28, 2025, the Board of Directors approved by unanimous written consent a reverse stock split of the Company’s authorized
shares and issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-4. On March 31, 2025, the Company
filed a certificate of amendment with the Secretary of State of the State of Nevada to effect the 1-for-4 Reverse Stock Split, which
became effective as of March 31, 2025. As a result of the Reverse Split, every four shares of the Company’s pre-Reverse Split Common
Stock has been combined into one share of the Company’s post-Reverse Split Common Stock, without any change in par value per share.
Prior to the Reverse Split, the Company was authorized to issue (i) 300,000,000 shares of Common Stock and (ii) 5,000,000 shares of preferred
stock, par value $0.001 per share (the “Preferred Stock”). As a result of the Reverse Split, the Company is authorized to
issue 75,000,000 shares of Common Stock. The par value per share of the Common Stock will remain unchanged at $0.001 per share. The total
number of shares of Preferred Stock authorized for issuance will not be impacted by the Reverse Stock Split.
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.
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 Nine months ended April 30, 2025, the Company has provided advertising placement services to customers and received approximately
RMB 101.8 million (USD 14.1 million) as advanced payment from these customers. The Company also acquired advertising placement services
from suppliers and prepaid RMB 84.8 million (USD 11.8 million). During the Three and Nine months ended April 30, 2025, the Company recognized
revenue of USD 0.4 million and 1.2 million, 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 recognized $116,640 net revenue from the advertisement placement services and $62,443
revenue from designing, making, and placing video advertising for related party customers.
Recent
Accounting Pronouncements.
Recently
not yet adopted accounting pronouncements
In
November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January
2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance
disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain
income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December
15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating
the impact of adopting this guidance on our Consolidated Financial Statements.
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.
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 April 30, 2025, the Company had a working capital deficit of $3,125,623 and an
accumulated deficit of $5,548,602. 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-RELATED PARTY (RESTATED)
During
July and August 2024, the Company loaned $814,847
(RMB5,800,000)
to Shanghai Konglu ZeYi Brands Management Ltd. (“KLZY”) 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 $660,125
as of April 30, 2025. Interest earned amounted to $4,991
and $16,450,
respectively, for the three months and nine months ended April 30, 2025.
On December 2, 2024, KLZY became a related party of the Company following its acquisition by SH Qiaohong.
NOTE
4. RELATED PARTY PAYABLE (RESTATED)
Related
Party Payables
As
of April 30, 2025 and July 31, 2024, amounts of $349,382 and $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 $2,801,793 and $2,821,972
as of April 30, 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. On November 26, 2024, Ms. Erin SongWang acquired a 39% ownership interest in the Company, resulting in SH Qiaohong,
where she holds a 90% beneficial ownership, and its 95%-owned subsidiary, SH Oversea, becoming related parties of the Company again.
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. $3,144 and $11,375 of interest expenses were recorded during the three and nine months ended April 30, 2025,
respectively. $4,667 and $14,998 of interest expenses were recorded during the three and nine months ended April 30, 2024, respectively.
As of April 30, 2025 and July 31, 2024, the unpaid principal and interest amount of $244,346 and $402,971, respectively, will be due
on demand.
Since
February 2024, the Company borrowed a total of $376,900 in 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, $29,022 of 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 $ - and $ 4,927 was recorded for
the three and nine months ended April 30, 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 $709,036 and $71,363 in outstanding operating advances from the former primary shareholder as
of April 30, 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 543 square feet (50.4 square 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.
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 April 30, 2025 and July 31, 2024, the Company’s balance sheets reflect
$912,733 and $2,422,392, respectively, in prepayments to contractors, categorized as “Advance to contractor” and $252,808
and $1,315,189, respectively, in customer advance payments, recorded under “Contract Liabilities”.
NOTE
6. OTHER CURRENT LIABILITIES
Other
current payable consist as follows:
SCHEDULE
OF OTHER CURRENT PAYABLE
| |
Apil 30, 2025 | | |
July 31, 2024 | |
Taxes payable | |
$ | 135,370 | | |
$ | 275,193 | |
Accrued payroll | |
| 28,686 | | |
| 16,930 | |
Payable to former owners | |
| 276,733 | | |
| 125,729 | |
Other payables | |
| - | | |
| 43,467 | |
Other Current Liabilities | |
$ | 440,789 | | |
$ | 461,319 | |
NOTE
7. CONCENTRATION RISK
For
the three and nine months ended April 30, 2025, two customers accounted for 85%
and three customers accounted for 84%
of the Company’s total gross billing, respectively. For the three and nine months ended April 30, 2024, four customers accounted
for 81%
and 79%,
respectively, of the Company’s total gross billing. As of April 30, 2025, the Company had $364,980
in outstanding receivables due from two customer. As of July
31, 2024, the Company had $573,530
in outstanding receivables due from two customers. Prepayments
received from three customers, recorded as contract liabilities, accounted for 95%
of total contract liabilities as of April 30, 2025, compared to prepayments from two customers, which represented 73%
of total contract liabilities as of July 31, 2024.
For
the three and nine months ended April 30, 2025, three contractors accounted for 71% and two contractors accounted for 52% of the Company’s
total services acquisition. For the three and nine months ended April 30, 2024, one contractor accounted for 100% and 98%, respectively,
of the Company’s total services acquisition. As of April 30, 2025 and July 31, 2024, the Company had $425,781 and $1,326,907 outstanding
payables to two contractors, respectively. As of April 30, 2025 and July 31, 2024, advances made to two contractors amount of 82% and
70%, respectively, of the Company’s total advanced payments.
NOTE
8. COMMITMENTS AND CONTINGENCIES
There
has been no material contractual obligations and commitments as of April 30, 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
May 12, 2025, HFZY established a subsidiary, Nanjing HaoYiPeng Information Technology Ltd (“NJHY”), based in Nanjing, China.
NJHY aims to expand and strengthen the Company’s social media advertising business.
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 nine-months period ending April 30, 2025. It also analyzes our financial condition
on April 30, 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 April 30, 2025, 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.
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 nine months ended April 30, 2025, the Company recognized revenue of $0.4 million and $1.2 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 success of the mini-drama venture are not yet guaranteed.
Results
of Operations – Three months ended April 30, 2025 Compared to Three months ended April 30, 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 April 30, | |
| |
2025 | | |
2024 | | |
Variance | |
Revenues | |
$ | 354,791 | | |
$ | 116,640 | | |
| 204 | % |
Operating cost and expenses | |
| 169,887 | | |
| 86,300 | | |
| 97 | % |
Operating income | |
| 184,904 | | |
| 30,340 | | |
| 509 | % |
Other income | |
| 1,833 | | |
| 23,440 | | |
| -92 | % |
Income before income taxes | |
| 186,737 | | |
| 53,780 | | |
| 247 | % |
Income tax expense | |
| 95,780 | | |
| - | | |
| 100 | % |
Net income | |
| 90,957 | | |
| 53,780 | | |
| 69 | % |
Revenue:
Our revenue primarily comes from advertising placement services, launched in January 2024. During the three months ended April 30, 2025,
our revenue significantly increased to $354,791, marking an astounding growth of 204% from $116,640 in the same period of the previous
year. This significant growth is driven by effective market expansion strategies and a growing customer base.
Operating
Cost and Expenses: Operating costs and expenses rose to $169,887, a 97% increase from $86,300 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: The operating income increased to $184,904 from $30,340 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 (as restated): Other income decreased to $1,833 from $23,440 in the same period last year. Other income for the three
months ended April 30, 2025, primarily consisted of interest income from current related party loan receivables net with interest
expense on loans from related parties. Other income for the three months ended April 30, 2024 was mainly due to the $29,022 recovery
from a former major shareholder, following a Section 16 infraction as outlined in Note 4. This amount was partially offset by the
interest expenses on loans from related parties.
Income
tax expense: We incurred an income tax expense of $95,780 for the three months ended April 30, 2025, which was not present in
the previous year. This income tax is a direct result of the increase of profitability.
Net
Income: Net income for the three months ended April 30, 2025, was $90,957, a significant improvement from $53,780 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.
Results
of Operations – Nine months ended April 30, 2025 Compared to Nine months ended April 30, 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 Nine months ended April 30, | |
| |
2025 | | |
2024 | | |
Variance | |
Revenues | |
$ | 1,200,290 | | |
$ | 179,083 | | |
| 570 | % |
Operating cost and expenses | |
| 646,464 | | |
| 183,939 | | |
| 251 | % |
Operating income (loss) | |
| 553,826 | | |
| (4,856 | ) | |
| -11505 | % |
Other income | |
| 42,776 | | |
| 13,183 | | |
| 224 | % |
Income before income taxes | |
| 596,602 | | |
| 8,327 | | |
| 7065 | % |
Income tax expense | |
| 234,361 | | |
| - | | |
| 100 | % |
Net income | |
| 362,241 | | |
| 8,327 | | |
| 4250 | % |
Revenue:
During the nine months ended April 30, 2025, our revenue significantly increased to $1,200,290, marking an astounding growth
of 570% from $179,083 in the same period of the previous year. During the nine months ended April 30, 2025, the revenue was primarily
from advertising placement services. Of the total revenue recognized in 2024, $116,640 was mainly generated through advertising placement
services, while $62,443 was derived from the design, creation, and placement of video advertisements for Shanghai DuBian Assets Management
Ltd. (“SH Dubian”), which was managed by our major shareholder’s relatives. The substantial growth in revenue is 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 $646,464, a 251% increase from $183,939 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 $553,826 from a loss of $4,856 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 (as restated): Other income increased to $42,776 from $13,183 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 related party loan receivables net with interest expense on loans from related parties. Other income for the nine months
ended April 30, 2024 was mainly due to the $29,022 recovery from a former major shareholder, following a Section 16 infraction as
outlined in Note 4, and partially offset by the interest expenses on loans from related parties.
Income
tax expense: We incurred an income tax expense of $234,361 for the nine months ended April 30, 2025, which was not present in
the previous year. This income tax is a direct result of our increased profitability before taxes.
Net
Income: We recorded a net income of $362,241 for the nine months ended April 30, 2025, compared to a net income of $8,327 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.
Liquidity
and Capital Resources
As
of April 30, 2025, we had a working capital deficit of $3,125,623 comprised of current assets of $2,103,623 and current liabilities of
$5,229,246. This represents a decrease of $440,342 in the working capital deficit from the July 31, 2024 amount of $3,565,965. We had
an accumulated deficit of $5,548,602 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 April 30, 2025, the Company has issued a total of 25,027,004 shares (reflecting the 1 for 4 Reverse Stock Split) of common stock.
On December 11, 2018, 24,022,500 shares of common stock were issued at the price of $0.08 per share to raise an additional $1,921,800
in capital. On November 24, 2020, the Company issued additional 250,000 shares of common stock to a significant shareholder of the Company
at $0.08 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 – Nine months ended April 30, 2025 Compared to Nine months ended April 30, 2024
Operating
Activities
Cash
provided by operating activities was $24,708 for the nine months ended April 30, 2025 as compared to $18,498 in the comparable period
in 2024. During the nine months ended April 30, 2025, we recorded net income of $362,241, a $1,504,496 decrease of advance to contractors,
a $214,932 decrease of accounts receivable, a $16,302 increase of related party payables and a $9,846 decrease of prepaid and other
current receivable, offset by a $1,061,531 decrease of contract liabilities, a $898,895 decrease of accounts payable, and a $99,968 increase
of deferred offering cost.
During
the nine months ended April 30, 2024, we recorded net income of $8,327, a $262,872 increase of contract liabilities, a $29,757 increase
of other current payable, a $15,818 increase of related party payables, and offset by a $291,448 increase of advance to contractors.
Investing
activities (as restated)
The
cash used in investing activities was $527,047 for the nine months ended April 30, 2025 primarily as a result of short term related
party loan receivables with 3% interest rate, matured in July and August, 2025. Nil of investing activities occurred during the
comparable period in 2024.
Financing
activities (as restated)
For
the nine months ended April 30, 2025, cash provided by financing activities totaled $239,223, primarily from related-party advances of
$341,434 from a relative of a current major shareholder and proceeds from notes payable of $201,200, partially offset by repayments of
notes payable of $195,000 and related party advances of $108,411. For the comparable period of 2024, cash provided by financing
activities amounted to $16,512, primarily from proceeds of notes payable of $141,978, partially offset by repayments of notes payable
of $70,000 and related-party advances of $55,466. The notes payable was borrowed from related parties at a 5% annual interest rate. See
Note 4 Related Party Transactions.
Off-Balance
Sheet Arrangements
As
of and subsequent to April 30, 2025, we have no off-balance sheet arrangements.
Contractual
Commitments
As
of April 30, 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 Chief Financial Officer, concluded that, as of April 30, 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:
● |
The
Company did not implement sufficient working procedures and maintain proper accounting supporting for the new business operation
model at the operational subsidiary level. |
Changes
in Internal Control
During
the Nine months ended April 30, 2025, there has been no change in internal control within the Company.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
We
were not subject to any other legal proceedings during the nine months ended April 30, 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) |
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:
October 09, 2025 |
By:
|
/s/
Sheng-Yih Chang |
|
|
Sheng-Yih
Chang |
|
|
Chief
Executive Officer |