Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2019 | Jun. 19, 2019 | |
Equity Issuance Dollar Amount Per Share Duration One | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2019 | |
Entity Registrant Name | Hartford Great Health Corp. | |
Entity Central Index Key | 0001482554 | |
Current Fiscal Year End Date | --07-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,108,000 | |
Is Entity's Reporting Status Current? | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 251,558 | $ 1,444 |
Accounts and other receivables | 208,183 | 0 |
Loan receivable | 303,018 | 0 |
Related party receivable | 803,428 | 0 |
Inventories | 33,875 | 0 |
Total Current Assets | 1,600,062 | 1,444 |
Non-Current Assets | ||
Property, plant and equipment, net | 32,261 | 0 |
Goodwill | 1,008,052 | 0 |
Other assets | 85,420 | 0 |
Total Non-current Assets | 1,125,733 | 0 |
TOTAL ASSETS | 2,725,795 | 1,444 |
Current liabilities: | ||
Accounts payable and other payables | 451,202 | 832 |
Related party payable | 307,265 | 0 |
Total Current Liabilities | 758,467 | 832 |
Long-term loan from related party | 594,338 | 0 |
TOTAL LIABILITIES | 1,352,805 | 832 |
Stockholders' equity | ||
Preferred stock - $0.001 par value, 5,000,000 shares authorized, No shares issued and outstanding | 0 | 0 |
Common stock - $0.001 par value, 100,000,000 shares authorized, 99,108,000 and 3,018,000 shares issued and outstanding as of April 30, 2019 and July 31, 2018, respectively | 99,108 | 3,018 |
Additional paid-in capital | 2,154,521 | 330,241 |
Accumulated deficit | (725,663) | (332,647) |
Accumulated other comprehensive Income | 3,504 | 0 |
Noncontrolling interest | (158,480) | 0 |
Total Stockholders' equity | 1,372,990 | 612 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,725,795 | $ 1,444 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Apr. 30, 2019 | Jul. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 99,108,000 | 3,018,000 |
Common stock, shares outstanding | 99,108,000 | 3,018,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 23,103 | $ 0 | $ 23,103 | $ 0 |
Cost of good sales | 6,995 | 0 | 6,995 | 0 |
Gross Profit | 16,108 | 0 | 16,108 | 0 |
Operating Expenses | ||||
General and administrative | 271,952 | 5,193 | 331,761 | 18,756 |
Selling expenses | 8,873 | 0 | 8,873 | 0 |
Total operating expenses | 280,825 | 5,193 | 340,634 | 18,756 |
Operating Loss | (264,717) | (5,193) | (324,526) | (18,756) |
Other Income (Expense) | ||||
Interest income (expense), net | 9,493 | (171) | 9,493 | (428) |
Other Expense | (1,388) | 0 | (100,515) | 0 |
Other Income (Expense), net | 8,105 | (171) | (91,022) | (428) |
Loss before income taxes | (256,612) | (5,364) | (415,548) | (19,184) |
Income Tax Expense | 0 | 0 | 0 | 0 |
Net loss | (256,612) | (5,364) | (415,548) | (19,184) |
Less: Net Loss Attributable to Noncontrolling Interest | (22,532) | 0 | (22,532) | 0 |
Net Loss Attributable to Hartford Great Health Corp | $ (234,080) | $ (5,364) | $ (393,016) | $ (19,184) |
Net loss per common share: Basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average shares outstanding: Basic and Diluted | 99,108,000 | 3,018,000 | 48,775,143 | 3,018,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Income Statement [Abstract] | ||||
Net Loss | $ (234,080) | $ (5,364) | $ (393,016) | $ (19,184) |
Other Comprehensive income, net of income tax | ||||
Foreign currency translation adjustments | 2,157 | 0 | 3,504 | 0 |
Total other comprehensive income | 2,157 | 0 | 3,504 | 0 |
Less: Total other comprehensive loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Total Other Comprehensive Loss Attributable to Hartford Great Health Corp | 2,157 | 0 | 3,504 | 0 |
Total comprehensive loss | $ (231,923) | $ (5,364) | $ (389,512) | $ (19,184) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated (Deficit) | Accumulated Other Comprehensive Income | Noncontrolling Interest | Total |
Beginning Balance, Shares at Jul. 31, 2017 | 3,018,000 | |||||
Beginning Balance, Amount at Jul. 31, 2017 | $ 3,018 | $ 283,113 | $ (307,281) | $ (21,150) | ||
Net loss | (19,184) | (19,184) | ||||
Issuance of common stock, Amount | 0 | |||||
Return of capital | 0 | |||||
Ending Balance, Shares at Apr. 30, 2018 | 3,018,000 | |||||
Ending Balance, Amount at Apr. 30, 2018 | $ 3,018 | 283,113 | (326,465) | (40,334) | ||
Beginning Balance, Shares at Jul. 31, 2018 | 3,018,000 | |||||
Beginning Balance, Amount at Jul. 31, 2018 | $ 3,018 | 330,241 | (332,647) | 612 | ||
Net loss | (393,016) | (22,532) | (415,548) | |||
Issuance of common stock, Shares | 96,090,000 | |||||
Issuance of common stock, Amount | $ 96,090 | 1,825,710 | 1,921,800 | |||
Return of capital | (1,430) | (1,430) | ||||
Contribution through acquisitions and new subsidiary | (135,948) | (135,948) | ||||
Foreign currency translation adjustment | 3,504 | 3,504 | ||||
Ending Balance, Shares at Apr. 30, 2019 | 99,108,000 | |||||
Ending Balance, Amount at Apr. 30, 2019 | $ 99,108 | $ 2,154,521 | $ (725,663) | $ 3,504 | $ (158,480) | $ 1,372,990 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss including noncontrolling interests | $ (415,548) | $ (19,184) |
Adjustments to reconcile net loss including noncontrolling interests to net cash used in operating activities: | ||
Depreciation | 1,852 | 530 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (109,406) | 0 |
Related party receivable | (4,421) | 0 |
Inventories | (26,939) | 0 |
Other assets | 104,372 | 0 |
Accounts and other payables | 39,666 | 1,927 |
Related party payable | (721,526) | 0 |
Net cash used in operating activities | (1,131,950) | (16,727) |
Cash flows from investing activities: | ||
Cash proceeds from acquisition | 21,594 | 0 |
Cash paid for acquisitions | (384,515) | 0 |
Payments on new loan receivables | (599,870) | 0 |
Repayment of loan receivable | 300,000 | 0 |
Purchases of property and equipment | (278) | 0 |
Net cash used in investing activities | (663,069) | 0 |
Cash flows from financing activities: | ||
Contribution from noncontrolling interest | 123,456 | 0 |
Proceeds from issuances of common stock | 1,921,800 | 0 |
Return of capital | (1,430) | 0 |
Loans from shareholders | 0 | 17,700 |
Net cash provided by financing activities | 2,043,826 | 17,700 |
Effect of exchange rate changes on cash | 1,307 | 0 |
Net increase in cash and equivalents | 250,114 | 973 |
Cash and equivalents at beginning of period | 1,444 | 1,928 |
Cash and equivalents at end of period | 251,558 | 2,901 |
Supplemental Cash Flow Information | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations Hartford Great Health Corp. ("the Company" formerly "PhotoAmigo, Inc." organized under the laws of Nevada on April 2, 2008 ) is now certified and complies with the requirements of California law effective on September 6, 2018, for the purpose of qualifying to transact intrastate business in the State of California. It plans to develop the Sino-US Health and Education industries. During the nine months ended April 30, 2019, the Company acquired multiple entities in China (see note 4 Acquisitions and Joint Ventures), plans to conduct various business lines which include the sales of health products, artificial intelligence products related to the health and wellness industry, vacation agency, hotel business as well as child education centers. Summary of Significant Accounting Policies Interim Financial Information: Use of Estimates: Foreign Currency: Comprehensive Income (loss): Fair value of financial instruments: Cash and Cash Equivalents: Loans and Receivables: Goodwill: Business Combinations: Noncontrolling interest: Income Taxes: On December 22, 2017, the President of the United States signed into law the Tax Reform Act. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. In addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included in the gross income of the CFCs’ U.S. shareholder income. The Company has been in loss position for years and zero balances of tax provisions, deferred tax assets and liabilities as of the reporting periods ended. The tax reforms have no significant impacts on the Company. Revenue Recognition: Income (Loss) Per Share: Recent Accounting Pronouncements: In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU No. 2018-13 removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. ASU No. 2018-13 disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU No. 2018-13 is effective for the Company within those fiscal years beginning on December 15, 2019, with early adoption permitted. Certain disclosures in the new guidance will need to be applied on a retrospective basis and others on a prospective basis. The Company does not expect that the adoption of ASU No. 2018-13 will have a material impact on its financial position, results of operations and liquidity. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220)”, which amends the previous guidance to allow for certain tax effects “stranded” in accumulated other comprehensive income, which are impacted by the Tax Cuts and Jobs Act (the “Tax Reform Act”) , to be reclassified from accumulated other comprehensive income into retained earnings. This amendment pertains only to those items impacted by the new tax law and will not apply to any future tax effects stranded in accumulated other comprehensive income. This standard is effective for fiscal years beginning after December 15, 2018 and allows for early adoption. The Company does not expect that the adoption of ASU No. 2018-02 will have a material impact on its financial position, results of operations and liquidity. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2017-04 on its financial position and results of operations. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The accounting standard changes the methodology for measuring credit losses on financial instruments and the timing when such losses are recorded. ASU No. 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently evaluating the impact this standard will have on its financial position, results of operations and liquidity. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual and interim reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB further amended ASU No. 2016-02 and the Company will elect the transition provision permitting it to record existing operating leases on the Consolidated Balance Sheet without adjusting comparative periods. The Company intends to elect the package of practical expedients allowing it to not reassess prior conclusions related to expired or existing contracts that are or that contain leases, lease classification and the accounting for initial direct costs. These practical expedients must be elected as a package and applied consistently. Operating leases with a term of 12 months or less will not be recorded on the Consolidated Balance Sheet. The Company is currently evaluating the impact this standard will have on its financial position, results of operations and liquidity. |
Going Concern
Going Concern | 9 Months Ended |
Apr. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern The accompanying financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. However, the Company has incurred losses since inception (April 2, 2008), resulting in an accumulated deficit of $ 725,663 as of April 30, 2019. These conditions raise substantial doubt about the ability of the Company 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 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. |
Loan Receivable
Loan Receivable | 9 Months Ended |
Apr. 30, 2019 | |
Receivables [Abstract] | |
Loan Receivable | 3. Loan Receivable The Company loaned $300,000 to a third party, Hong Kong Hong Tai Int’l Trade Limited. The loan bears annual interest rate of six percent. The term of loan is six months, started from December 28, 2018 and expires on June 27, 2019. The loan has been fully paid back on February 5, 2019. $1,923 of interest income was recognized and received during the three and nine months ended April 30, 2019. The Company loaned another $200,000 to Hong Kong Hong Tai Int’l Trade Limited. The loan bears annual interest rate of six percent. The term of loan is six months, started from March 4, 2019 and expires on September 3, 2019. $1,900 of interest income was recognized during the three and nine months ended April 30, 2019. The Company loaned another $99,870 to a third party, Longsheng Aquatic Products Co., Ltd. The loan bears annual interest rate of six percent. The term of loan is six months, started from February 14, 2019 and expires on May 13, 2019. On May 12, 2019, the loan has been extended for another year, expires on May 13, 2020. $1,248 of interest income was recognized during the three and nine months ended April 30, 2019. |
Acquisitions and Joint Ventures
Acquisitions and Joint Ventures | 9 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
Acquisitions and Joint Ventures | 4. Acquisitions and Joint Ventures On December 28, 2018, the Company acquired Hangzhou Hartford Comprehensive Health Management, Ltd (“HZHF”), an entity located at Hangzhou, China. The operation results of HZHF are included in the Company’s consolidated financial statements commencing on the acquisition date. The Company has recorded an allocation of the purchase price to the Company’s identifiable assets acquired based on their fair value at the acquisition date. No business inputs, process and workforce have been acquired through the transaction. The Company accounted the transaction in accordance with the Asset Acquisitions The preliminary calculation of purchase price and purchase price allocation (unaudited) is as following: Identifiable Assets Acquired Cash and cash equivalents 154 Other current assets 26,239 Property and equipment, net 4,199 Rent deposit 11,984 Deferred Start-up cost, noncurrent 99,043 Total Consideration 141,619 Right after the transaction was consummated, the Company fully expensed the deferred start-up cost in accordance with US GAAP. On January 28, 2019, the Company entered an agreement to acquire 100 percent equity interest of Shanghai Luo Sheng International Trade Ltd. (“SH Luosheng”). The acquisition agreement will be executed when the Company is financially ready to move on, and the purchase price will be calculated based on the net assets of SH Luosheng on the purchase date. As of April 30, 2019, the acquisition agreement has not yet taken effective. On March 22, 2019, HZHF acquired 60 percent ownership interest of Hangzhou Longjing Qiao Fu Vacation Hotel Co., Ltd. (“Longjing”) from Shanghai Qiao Garden Property Management Group, Ltd. The results of operations of the acquired subsidiary are included in the Company’s consolidated financial statements commencing on the acquisition date. The Company has recorded an allocation of the purchase price to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. The Company accounted the acquisition transaction in accordance with FASB ASC 805, Business Combinations. The Company classifies the 40 percent ownership interest held by Shanghai Qiaohong Real Estate Co., Ltd. as "Noncontrolling interest" on the consolidated balance sheet. The related transaction costs were immaterial and included in General and administrative expenses in the accompanying consolidated statements of operations. The preliminary calculation of purchase price and purchase price allocation (unaudited) is as follows: Assets Acquired and Liabilities Assumed Cash and cash equivalents 15,383 Accounts receivable 31,924 Other current assets 24,011 Inventories 7,006 Property and equipment, net 29,428 Goodwill 469,726 Accounts payable (2,671 ) other account payable (722,436 ) Noncontrolling interest 253,557 Total consideration 105,928 On March 20, 2019, the Company acquired Shanghai Hartford Comprehensive Health Management, Ltd. (“SHHF”) and its 90 percent owned subsidiary Shanghai Qiao Garden International Travel Agency (“Qiao Garden Intl Travel”). The results of operations of the acquired entities are included in the Company’s consolidated financial statements commencing on the acquisition date. The Company has recorded an allocation of the purchase price to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. The Company accounted the acquisition transaction in accordance with FASB ASC 805, Business Combinations. The Company classifies the un-acquired 10 percent ownership interest as "Noncontrolling interest" on the consolidated balance sheet. The related transaction costs were immaterial and included in General and administrative expenses in the accompanying consolidated statements of operations. The preliminary calculation of purchase price and purchase price allocation (unaudited) is as follows: Assets Acquired and Liabilities Assumed Cash and cash equivalents 6,089 Other current assets 806,970 Property and equipment, net 216 Deposit 76,472 Goodwill 538,326 Other account payable (1,075,405 ) Noncontrolling interest 6,049 Total consideration 358,717 Effective on March 22, 2019, SHHF entered into a joint venture agreement with Shanghai Jinyu Education Technology Co., Ltd. (“SH Jingyu”) and another individual investor, to form a new entity Hartford International Education Technology Co., Ltd (“HF Intl Education”) to provide childcare education services. The joint venture is owned 65% by SHHF and 20% by SH Jingyu and 15% by another individual investor. SHHF is responsible for the overall development and operation of HF Intl Education. As a result, SHHF has the majority voting interest with primary beneficiary. The results of operations of HF Intl Education are included in the Company’s consolidated financial statements commencing on the formation date. The Company classifies the 35% ownership interest held by SH Jingyu and another individual investor as "Noncontrolling interest" on the consolidated balance sheet. The registered capital for HF Intl Education is RMB 5 million. As of April 30, 2019, amount of RMB 830,000 or USD 123,456 capital were injected and the remaining of RMB 4,170,000 or USD $743,711 is contributable by the three shareholders. All capitals are required to be injected by October 1, 2019. Above acquisition transactions have been included in the condensed consolidated balance sheets and condensed consolidated statements of operations within the filing. According to Regulation S-X Article 11 Rule 11-02c, Pro Forma condensed consolidated statements of operations are required. The pro forma information presented is for information purposes only and is not necessarily indicative of the consolidated results of operations that would have been realized if the transactions had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future consolidated operating results or financial position. The following unaudited Pro Forma condensed consolidated statements of operations give effect to these acquisition transactions as if they had occurred at the beginning of the fiscal year presented. The unaudited pro forma condensed financial statements should be read together with the Company’s historical financial statements, which are included in the Company’s latest annual report on Form 10-K and quarterly report on Form 10-Q, and the acquired entities’ historical information included herein. Unaudited Pro Forma Condensed Combined Statements of Operations Three months ended Nine months ended April 30, 2019 April 30, 2019 Revenues 44,707 98,765 Net Loss (199,512 ) (516,249 ) Less: Net Loss Attributable to Noncontrolling Interest (2,998 ) (a) (24,608 ) (a) Net Loss Attributable to Hartford Great Health Corp (196,514 ) (491,641 ) Net loss per common share: Basic and Diluted (0.00 ) (b) (0.00 ) (b) Notes: (a) Represents the net loss being allocated to noncontrolling interests. (b) Represents the net loss per shares, the weighted average shares increased as if the issuance of 96,090,000 common shares to finance the acquisitions occurred at the beginning of the fiscal year presented. |
Goodwill
Goodwill | 9 Months Ended |
Apr. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill The following is a roll-forward of goodwill for the nine-month ended April 30, 2019 (unaudited): Hangzhou Longjing Qiao Fu Vacation Hotel Shanghai Qiao Garden International Travel Agency Total Balance at July 31, 2018 $ — $ — $ — Acquisitions 469,726 538,326 1,008,052 Balance at April 30, 2019 $ 469,726 $ 538,326 $ 1,008,052 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Apr. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions On October 2018, the Company borrowed $30,000 from a potential investor to fund the Company's ongoing activities. It was an indefinite short-term loan with no interest bearing. The potential investor has not received any equity for this loan and this loan is paid back by the Company in the following quarter. On October 2018, the Company refunded $1,430 of the additional paid in capital to the former CFO. On December 11, 2018, the Company sold 96,090,000 shares of its common stock to various investors, including 54,040,000 shares sold to its Officers and Directors with proceeds of $1,080,800. The whole amount of proceeds has been collected as of April 30, 2019. As of April 30, 2019, the Company has $496,163 related party balance including $803,428 of related party receivable net with $307,265 related party payable with below related parties: One of the directors advanced $83,627 for business trips and expenses and the amount is going to be reimbursed or paid back during next three months. Amount of $679,593 is receivable from Shanghai Qiaohong Real Estate Co., Ltd. (“SH Qiaohong”), owning 40 percent equity interest of Longjing. The balance was acquired through SHHF acquisition. SHHF loaned the amount to SH Qiaohong for two years on June 21, 2018, the related party loan bears annual interest of six percent. The balance will be paid back by June 30, 2020. $4,421 of interest income was recognized during the three months and nine months ended April 30, 2019, respectively. Amount of $267,057 is payable to SH Qiaohong. The balance was part of the liability assumed by the company through SHHF acquisition. The original owner of SHHF used the amount from SH Qiaohong for start-up expense and 90 percent of Qiao Garden Intl Travel acquisition. As of April 30, 2019, the Company has $594,338 long term payable to Shanghai DuBian Assets Management Ltd., which is owned by the Company’s CEO’s relative. The payable balance was assumed from the acquisition transaction. On April 30, 2019, both parties entered a long-term agreement to convert the payable to long term debt, expires on April 30, 2021, bearing with approximately 2.5 percent of annual interest. The unpaid principle and interest will be due on the maturity date. During the nine months ended April 30, 2018, the Company borrowed $17,700 from four shareholders to fund the Company's ongoing activities. Simple interest accrues on these notes at 2% annually and principle and interest are due upon sale or merger of the company or upon demand. The Company has accrued an interest expense of $171 for the three months and $428 for the nine months ended April 30, 2018 related to these notes. During the fourth quarter ended July 31, 2018, the Company converted the borrowings to additional paid in capital. Office space of headquarter is provided to the Company at no cost by the executive officers. No provision for these costs has been included in these financial statements as the amounts are not material. |
Accounts and other payables
Accounts and other payables | 9 Months Ended |
Apr. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts and other payables | 7. Accounts and other payables The following is a breakdown of the accounts and other payables as of April 30, 2019: Payable to acquiree 223,873 Payable to a third party assumed from acquisition 180,263 Accounts payable and others 47,066 Total Accounts and other payables 451,202 Payable to acquiree is the unpaid consideration for the acquisitions described in note 4 “Acquisitions and Joint Ventures”. As of April 30, 2019, Payable to third parties are mainly related to the liabilities which were assumed from the acquisition transactions. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Apr. 30, 2019 | |
Stockholders' equity | |
Stockholders' Equity | 8. Stockholders' Equity Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share. No shares of preferred stock have been issued or outstanding since Inception (April 2, 2008). Common Stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. 96,090,000 and 0 shares of common stock were issued during the nine months ended April 30, 2019 or 2018, respectively. The issuance of 96,090,000 shares were issued at $0.02 per share. As of April 30, 2019, total proceeds of $1,921,800 has been received. On April 30, 2019, the Company obtained stockholder consent for the approval of an amendment to our certificate of incorporation to increase our authorized shares of common stock, $0.001 par value (the “Common Stock”) from 100,000,000 to 300,000,000. The increase in the authorized shares of Common Stock will become effective upon the filing of the Amendment with the Secretary of State of the State of Nevada. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Apr. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies During the nine months ended April 30, 2019, the Company acquired multiple entities and formed a joint venture entity, each entity maintains its own leased office building and property. As of April 30, 2019, future minimum rent payments under these lease agreements are as follows: Minimum Lease Obligations Years ending July 31: 2020 655,006 2021 671,696 2022 583,286 2023 138,265 2024 47,580 Thereafter 597,277 2,693,110 Rental expense under all operating leases totaled $112,844 and $139,722 for the three and nine months ended April 30, 2019, respectively. Rent expense totaled $0 for the three and nine months ended April 30, 2018, respectively. The Company has entered into an agreement with the Company’s legal consultant. The monthly retainer of $2,500 for the legal consultant’s service. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Apr. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events. In accordance with ASC 855 , "Subsequent Events" |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Accounting Policies [Abstract] | |
Interim Financial Information | Interim Financial Information: |
Use of Estimates | Use of Estimates: |
Foreign Currency | Foreign Currency: |
Comprehensive Income (loss) | Comprehensive Income (loss): |
Fair value of financial instruments | Fair value of financial instruments: |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Loans and Receivables | Loans and Receivables: |
Goodwill | Goodwill: |
Business Combinations | Business Combinations: |
Noncontrolling interest | Noncontrolling interest: |
Income Taxes | Income Taxes: On December 22, 2017, the President of the United States signed into law the Tax Reform Act. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. In addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included in the gross income of the CFCs’ U.S. shareholder income. The Company has been in loss position for years and zero balances of tax provisions, deferred tax assets and liabilities as of the reporting periods ended. The tax reforms have no significant impacts on the Company. |
Revenue Recognition | Revenue Recognition: |
Income (Loss) Per Share | Income (Loss) Per Share: |
Recent Accounting pronouncements | Recent Accounting Pronouncements: In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU No. 2018-13 removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. ASU No. 2018-13 disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU No. 2018-13 is effective for the Company within those fiscal years beginning on December 15, 2019, with early adoption permitted. Certain disclosures in the new guidance will need to be applied on a retrospective basis and others on a prospective basis. The Company does not expect that the adoption of ASU No. 2018-13 will have a material impact on its financial position, results of operations and liquidity. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220)”, which amends the previous guidance to allow for certain tax effects “stranded” in accumulated other comprehensive income, which are impacted by the Tax Cuts and Jobs Act (the “Tax Reform Act”) , to be reclassified from accumulated other comprehensive income into retained earnings. This amendment pertains only to those items impacted by the new tax law and will not apply to any future tax effects stranded in accumulated other comprehensive income. This standard is effective for fiscal years beginning after December 15, 2018 and allows for early adoption. The Company does not expect that the adoption of ASU No. 2018-02 will have a material impact on its financial position, results of operations and liquidity. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2017-04 on its financial position and results of operations. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The accounting standard changes the methodology for measuring credit losses on financial instruments and the timing when such losses are recorded. ASU No. 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently evaluating the impact this standard will have on its financial position, results of operations and liquidity. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. This update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual and interim reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB further amended ASU No. 2016-02 and the Company will elect the transition provision permitting it to record existing operating leases on the Consolidated Balance Sheet without adjusting comparative periods. The Company intends to elect the package of practical expedients allowing it to not reassess prior conclusions related to expired or existing contracts that are or that contain leases, lease classification and the accounting for initial direct costs. These practical expedients must be elected as a package and applied consistently. Operating leases with a term of 12 months or less will not be recorded on the Consolidated Balance Sheet. The Company is currently evaluating the impact this standard will have on its financial position, results of operations and liquidity. |
Acquisitions and Joint Ventur_2
Acquisitions and Joint Ventures (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired | The preliminary calculation of purchase price and purchase price allocation (unaudited) is as following: Identifiable Assets Acquired Cash and cash equivalents 154 Other current assets 26,239 Property and equipment, net 4,199 Rent deposit 11,984 Deferred Start-up cost, noncurrent 99,043 Total Consideration 141,619 Assets Acquired and Liabilities Assumed Cash and cash equivalents 15,383 Accounts receivable 31,924 Other current assets 24,011 Inventories 7,006 Property and equipment, net 29,428 Goodwill 469,726 Accounts payable (2,671 ) other account payable (722,436 ) Noncontrolling interest 253,557 Total consideration 105,928 Assets Acquired and Liabilities Assumed Cash and cash equivalents 6,089 Other current assets 806,970 Property and equipment, net 216 Deposit 76,472 Goodwill 538,326 Other account payable (1,075,405 ) Noncontrolling interest 6,049 Total consideration 358,717 |
Business Acquisition, Pro Forma Information | Unaudited Pro Forma Condensed Combined Statements of Operations Three months ended Nine months ended April 30, 2019 April 30, 2019 Revenues 44,707 98,765 Net Loss (199,512 ) (516,249 ) Less: Net Loss Attributable to Noncontrolling Interest (2,998 ) (a) (24,608 ) (a) Net Loss Attributable to Hartford Great Health Corp (196,514 ) (491,641 ) Net loss per common share: Basic and Diluted (0.00 ) (b) (0.00 ) (b) Notes: (a) Represents the net loss being allocated to noncontrolling interests. (b) Represents the net loss per shares, the weighted average shares increased as if the issuance of 96,090,000 common shares to finance the acquisitions occurred at the beginning of the fiscal year presented. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following is a roll-forward of goodwill for the nine-month ended April 30, 2019 (unaudited): Hangzhou Longjing Qiao Fu Vacation Hotel Shanghai Qiao Garden International Travel Agency Total Balance at July 31, 2018 $ — $ — $ — Acquisitions 469,726 538,326 1,008,052 Balance at April 30, 2019 $ 469,726 $ 538,326 $ 1,008,052 |
Accounts and other payables (Ta
Accounts and other payables (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts and other payables | The following is a breakdown of the accounts and other payables as of April 30, 2019: Payable to acquiree 223,873 Payable to a third party assumed from acquisition 180,263 Accounts payable and others 47,066 Total Accounts and other payables 451,202 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of April 30, 2019, future minimum rent payments under these lease agreements are as follows: Minimum Lease Obligations Years ending July 31: 2020 655,006 2021 671,696 2022 583,286 2023 138,265 2024 47,580 Thereafter 597,277 2,693,110 |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Accounting Policies [Abstract] | ||
Short term loan receivables | $ 303,018 | $ 0 |
Accounts and other receivable | $ 208,183 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (725,663) | $ (332,647) |
Loan Receivable (Details Narrat
Loan Receivable (Details Narrative) | 3 Months Ended | 9 Months Ended |
Apr. 30, 2019USD ($) | Apr. 30, 2019USD ($) | |
Hong Kong Hong Tai Intl Trade Limited | ||
Loan receivables | $ 300,000 | $ 300,000 |
Expiration date | Jun. 27, 2019 | |
Interest rate | 6.00% | |
Interest income | 1,923 | $ 1,923 |
Hong Kong Hong Tai Intl Trade [Member] | ||
Loan receivables | 200,000 | $ 200,000 |
Expiration date | Sep. 3, 2019 | |
Interest rate | 6.00% | |
Interest income | 1,900 | $ 1,900 |
Longsheng Aquatic Products [Member] | ||
Loan receivables | 99,870 | $ 99,870 |
Expiration date | May 13, 2019 | |
Interest rate | 6.00% | |
Interest income | $ 1,248 | $ 1,248 |
Acquisitions and Joint Ventur_3
Acquisitions and Joint Ventures (Details) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Inventories | $ 33,875 | $ 0 |
Goodwill | 1,008,052 | 0 |
Noncontrolling interest | 158,480 | $ 0 |
Hangzhou Hartford Comprehensive Health Management | ||
Cash and cash equivalents | 154 | |
Other current assets | 26,239 | |
Property and Equipment, net | 4,199 | |
Rent deposit | 11,984 | |
Deferred Start-up cost, noncurrent | 99,043 | |
Total consideration | 141,619 | |
SH Luosheng | ||
Cash and cash equivalents | 15,383 | |
Accounts receivable | 31,924 | |
Other current assets | 24,011 | |
Inventories | 7,006 | |
Property and Equipment, net | 29,428 | |
Goodwill | 469,726 | |
Accounts payable | (2,671) | |
Other account payable | (722,436) | |
Noncontrolling interest | 253,557 | |
Total consideration | 105,928 | |
Shanghai Hartford Comprehensive Health Management | ||
Cash and cash equivalents | 6,089 | |
Other current assets | 806,970 | |
Property and Equipment, net | 216 | |
Deposit | 76,472 | |
Goodwill | 538,326 | |
Other account payable | (1,075,405) | |
Noncontrolling interest | 6,049 | |
Total consideration | $ 358,717 |
Acquisitions and Joint Ventur_4
Acquisitions and Joint Ventures (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended |
Apr. 30, 2019 | Apr. 30, 2019 | |
Notes to Financial Statements | ||
Revenues | $ 44,707 | $ 98,765 |
Net Loss | (199,512) | (516,249) |
Less: Net Loss Attributable to Noncontrolling Interest | (2,998) | (24,608) |
Net Loss Attributable to Hartford Great Health Corp | $ (196,514) | $ (491,641) |
Net loss per common share: | ||
Basic and Diluted | $ 0 | $ 0 |
Goodwill (Details)
Goodwill (Details) | 9 Months Ended |
Apr. 30, 2019USD ($) | |
Goodwill at beginning | $ 0 |
Acquisitions | 1,008,052 |
Goodwill at end | 1,008,052 |
Hangzhou Longjing Qiao Fu Vacation Hotel | |
Goodwill at beginning | 0 |
Acquisitions | 469,726 |
Goodwill at end | 469,726 |
Shanghai Qiao Garden International Travel Agency | |
Goodwill at beginning | 0 |
Acquisitions | 538,326 |
Goodwill at end | $ 538,326 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 11, 2018 | Oct. 31, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 |
Additional paid in capital refunded | $ 1,430 | $ 0 | ||||
Stock issued during the period, Shares | 96,090,000 | |||||
Advance from related party | 44,774 | |||||
Interest expenses | $ 171 | 428 | ||||
Related party balance | $ 496,163 | $ 496,163 | ||||
Related party receivable | 803,428 | 803,428 | ||||
Related party payable | 307,265 | 307,265 | ||||
Investor [Member] | ||||||
Amount borrowed | $ 30,000 | |||||
Chief Financial Officer [Member] | ||||||
Additional paid in capital refunded | $ 1,430 | |||||
Investors [Member] | ||||||
Stock issued during the period, Shares | 96,090,000 | |||||
Stock issued during the period, value | $ 1,080,800 | |||||
Four shareholders [Member] | ||||||
Amount borrowed | $ 17,700 | |||||
Interest rate | 2.00% | |||||
SH Qiaohong | ||||||
Related party receivable | 679,593 | 679,593 | ||||
Related party payable | 267,057 | 267,057 | ||||
Interest income | 4,421 | $ 4,421 | ||||
Shanghai DuBian Assets Management | ||||||
Interest rate | 2.50% | |||||
Related party payable | $ 594,338 | $ 594,338 | ||||
Expiration date | Apr. 30, 2021 |
Accounts and other payables (De
Accounts and other payables (Details) | Apr. 30, 2019USD ($) |
Payables and Accruals [Abstract] | |
Payable to acquire | $ 223,873 |
Payable to a third party assumed from acquisition | 180,263 |
Accounts payable and others | 47,066 |
Total Accounts and other payables | $ 451,202 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | |
Stockholders' equity | |||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value per share | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Stock issued during the period, Shares | 96,090,000 | ||
Share price | $ 0.02 | ||
Proceeds from issue of common stock | $ 1,921,800 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Apr. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 655,006 |
2021 | 671,696 |
2022 | 583,286 |
2023 | 138,265 |
2024 | 47,580 |
Thereafter | 597,277 |
Operating Leases, Future Minimum Payments Due | $ 2,693,110 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 112,844 | $ 0 | $ 139,722 | $ 0 |
Monthly retainer for legal consultant's service | $ 2,500 |