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- Going Concern (new) — Auditor expresses substantial doubt about the company's ability to continue as a going concern within one year due to accumulated deficit of $4.2M, limited operating history under the new business model, and dependence on future financing.
- Accounting (new) — Company disclosed a significant deficiency in internal controls as of April 30, 2026, relating to rebate arrangements with upstream and downstream business parties that rely on verbal agreements and case-by-case practices rather than formalized documentation.
- Concentration (new) — Two customers accounted for 32% of gross billing in the nine months ended April 2026; three contractors represented 37% of services acquisition and advances to four contractors represented 89% of total advanced payments as of April 2026.
- Product/regulatory Liability (new) — One PRC subsidiary historically failed to complete required foreign-exchange registration until February 2025, exposing the company to past enforcement risk; company faces uncertainty whether it must file with China's CSRC and whether it may be subject to cybersecurity review by PRC authorities.
Hartford Creative Group (HFUS) registers 5M shares at $4.00/share for $17.3M net proceeds
Filed June 25, 2026 · ~2 min read
Key Changes
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high
Company registers 5 million shares at $4.00/share (already trading on OTC Markets at that price as of June 24, 2026), expecting $17.3M in net proceeds after underwriting discount and expenses.
The Offering verify on EDGAR → -
high
New public investors pay $4.00/share for 16.7% ownership while existing investors paid $0.09/share for 83.3%, resulting in $3.41 immediate dilution per share to new buyers.
Dilution verify on EDGAR → -
high
Company generated $1.5 million revenue in nine months ended April 2026 from advertising placement services (launched January 2024) and $36K from mini-drama app (launched May 2026); auditor expresses substantial doubt about ability to continue as a going concern.
Business view on EDGAR → -
medium
Half of net proceeds allocated to marketing the mini-drama app, 20% to R&D, 10% to advertising business expansion, and 20% to working capital; company may use some proceeds for acquisitions but has not identified any targets.
Use of Proceeds verify on EDGAR → -
high
Two customers represented 32% of gross billing in nine months ended April 2026; three contractors represented 37% of services acquisition and advances to four contractors represented 89% of total advanced payments.
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medium
Company entered non-binding framework agreements in April 2026 with aggregate contract value of RMB 500M, but revenues depend on execution of individual service orders with no assurance regarding amount or timing.
Prospectus Summary verify on EDGAR → -
high
One PRC subsidiary historically failed to complete required foreign-exchange registration until February 2025; company faces uncertainty whether it must file with China's CSRC despite Nevada incorporation.
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high
Company disclosed a significant deficiency in internal controls relating to rebate arrangements that rely on verbal agreements and monthly confirmations rather than formalized documentation.
Summary
Hartford Creative Group registers 5 million shares at $4.00/share (the stock already trades on OTC Markets at that price) for $17.3 million in net proceeds. The company provides digital advertising placement services to small and medium enterprises and launched a mini-drama streaming app in May 2026.
The advertising business, launched in January 2024, generated $1.5 million in revenue in the nine months ended April 2026; the mini-drama app recorded its first $36,000 in revenue in July 2025. The company's auditor expresses substantial doubt about its ability to continue as a going concern within one year, citing an accumulated deficit of $4.2 million and dependence on future financing.
New public investors face steep dilution: they pay $4.00/share for 16.7% ownership while existing investors paid an average of $0.09/share for 83.3%, resulting in $3.41 immediate dilution per share. Half of the net proceeds will fund marketing for the mini-drama app, with the remainder split among R&D (20%), advertising business expansion (10%), and working capital (20). The company entered non-binding framework agreements in April 2026 with an aggregate contract value of RMB 500 million, but revenues depend on execution of individual service orders with no assurance regarding amount or timing. The company faces significant concentration risk: two customers represented 32% of gross billing in the nine months ended April 2026, and advances to four contractors represented 89% of total advanced payments. One PRC subsidiary historically failed to complete required foreign-exchange registration until February 2025, and the company faces uncertainty whether it must file with China's securities regulator (CSRC) despite its Nevada incorporation. The company disclosed a significant deficiency in internal controls relating to rebate arrangements that rely on verbal agreements rather than formalized documentation.
Section-by-Section Diff
The Offering · The Offering
Common stock trades on OTC Markets under symbol HFUS at $4.00 per share as of June 24, 2026.
Added in current filing · verify on EDGAR →
Our common stock is listed on the OTC Markets Group under the symbol “HFUS.”
The company's common stock is already publicly traded on the OTC Markets Group under ticker symbol HFUS, indicating this is not a traditional first-time IPO but rather a registration of shares for an already-trading company.
Added in current filing · verify on EDGAR →
As of June 24, 2026, the last reported sale price of our common stock was $4.00 per share.
The stock's last reported sale price was $4.00 per share as of June 24, 2026, one day before the S-1 filing date. This establishes a market reference point for the registered shares.
Prospectus Summary · Prospectus Summary
Hartford Creative Group provides digital marketing services to SMEs, launched advertising placement in Jan 2024 generating $2.0 million in FY2025, and a mini-drama app in May 2026.
Added in current filing · verify on EDGAR →
Since launching our advertising placement services business in January 2024, we have experienced significant growth and expansion. For the nine months ended April 30, 2026, we generated net revenue of approximately $1.5 million from our advertising placement services. For the fiscal year ended July 31, 2025, we generated net revenue of approximately $2.0 million from advertising placement services.
The company launched its advertising placement services in January 2024. For the fiscal year ended July 31, 2025, it generated in net revenue from advertising placement services. For the nine months ended April 30, 2026, it generated from the same services. This shows the company's core revenue-generating business is less than two years old.
Added in current filing · verify on EDGAR →
In April 2026, we entered into non-binding framework agreements with several major customers with an aggregate contract value of approximately RMB 500 million. These framework agreements establish the basis for future advertising placement opportunities and are expected to enhance the visibility and stability of our business pipeline. We believe these initiatives position us to further expand our advertising placement services business and increase advertising transaction volume in future periods. However, revenues generated under the framework agreements will depend on the execution of individual service orders, customer advertising spending levels, market conditions, and other factors, and there can be no assurance regarding the amount or timing of revenues that may ultimately be realized from such arrangements.
The company entered into non-binding framework agreements in April 2026 with an aggregate contract value of approximately RMB 500 million. However, the company explicitly states these are non-binding and that there is no assurance regarding the amount or timing of revenues that may be realized. The agreements establish only the basis for future opportunities, not committed revenue.
Added in current filing · verify on EDGAR →
While the Company has initiated certain steps toward development and commercialization, the mini-drama business remains at an early stage, and there can be no assurance that it will achieve commercial success or scale as intended.
The company launched a mini-drama application named YYYS in May-June 2026 through Google Play and Apple App Store in the United States. The company states the mini-drama business remains at an early stage with no assurance it will achieve commercial success or scale as intended, despite plans to expand content from 160 short dramas at launch to approximately 5,000 by end of 2027.
After this offering, existing investors (founders/insiders and pre-IPO holders) will own 83.3% of shares while new public investors (IPO buyers) will own 16.7%. This indicates significant ownership concentration with existing holders retaining control.
Added in current filing · verify on EDGAR →
The Chinese regulatory authorities could disallow our corporate structure, which would likely result in a material change in our operations and/or a material change in the value of our common stocks, including that it could cause the value of our common stocks to significantly decline or become worthless.
The company's shares are of a U.S. entity (HFUS) while a substantial majority of operations are conducted by PRC operating entities. Holders of common stock do not directly own equity in the PRC entities. The company warns that Chinese regulatory authorities could disallow this structure, which could cause the stock value to significantly decline or become worthless.
Use of Proceeds · Use of Proceeds
Company expects $17.3M net proceeds; 50% for mini-drama app marketing, 20% R&D, 10% advertising expansion, 20% working capital.
Added in current filing · verify on EDGAR →
estimate that we will receive net proceeds of approximately $17.3 million from the sale of the common stock offered by us in this offering, based on an assumed public offering price of $4.0 per share, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us.
The company will receive approximately $17.3 million in net proceeds from the IPO, assuming a $4.0 per share offering price and after deducting underwriting discounts and expenses. This is the cash the company will have available for its stated purposes.
Added in current filing · view on EDGAR → · paraphrased
Mini-Drama APP Marketing 50%; Research and Development Mini-drama business 20%; Advertising Business Expansion (Client Acquisition, Key Accounts, and Campaign Operations) 10%; Working Capital and General Corporate Purposes 20%
Half of the net proceeds will go to marketing the mini-drama app, with the remainder split among R&D (20%), advertising business expansion (10%), and general working capital (20%). Management retains broad discretion to change these allocations based on circumstances.
Added in current filing · verify on EDGAR →
In addition, we may use a portion of the proceeds for acquisitions, but we have not yet identified nor entered into preliminary negotiations with any specific acquisition target.
The company states it may use some proceeds for acquisitions but has not identified any targets or begun negotiations. Any acquisition costs would come from the 20% allocated to working capital and general corporate purposes.
Added in current filing · verify on EDGAR →
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.
The company completed a 1-for-4 reverse stock split in March 2025, combining every four pre-split shares into one post-split share. As of June 24, 2026, there were 25,027,004 shares outstanding (post-split) held by 17 stockholders of record.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
have not declared any cash dividends since our inception and we do not anticipate paying any dividends in the foreseeable future. Instead, we anticipate that all of our earnings will be used to provide working capital, to support our operations, and to finance the growth and development of our business.
The company has never paid dividends and does not plan to pay any in the foreseeable future. All earnings will be retained to fund operations and growth.
Dilution · Dilution
New public investors pay $4.00/share for 16.7% ownership while existing investors paid $0.09/share for 83.3%, resulting in $3.41 dilution per share.
Added in current filing · verify on EDGAR →
Dilution per share to investors participating in this offering $ 3.41
New investors purchasing shares at the assumed $4.00 offering price will experience immediate dilution of $3.41 per share. This means the net tangible book value per share they receive ($0.59) is $3.41 below the $4.00 price they pay.
Added in current filing · verify on EDGAR →
After completion of this offering, our existing stockholders would own approximately 83.3% of our common stock, and our new investors would own approximately 16.7% of the total number of shares of our common stock outstanding after this offering.
Existing investors (founders/insiders and pre-IPO holders) will own 83.3% of shares post-offering, while new public investors (IPO buyers) will own 16.7%. This concentration means public investors hold a minority stake despite contributing the majority of capital.
Added in current filing · verify on EDGAR →
Existing stockholders | 25,027,004 | 83.3 % | $ 2,273,629 | 10.2 % | $ 0.09 New Investors | 5,000,000 | 16.7 % | 20,000,000 | 89.8 % | 4.00
Existing stockholders paid an average of $0.09 per share for their 83.3% stake, while new investors pay $4.00 per share for their 16.7% stake (total consideration $20 million). New investors contribute 89.8% of total consideration but receive only 16.7% of the equity.
Added in current filing · verify on EDGAR →
Each $1.00 increase (decrease) in the assumed offering price of $4.0 per share would increase (decrease) our pro forma as adjusted net tangible book value as of April 30, 2026, by approximately $4.6 million and would increase (decrease) dilution to new investors by $0.85 per share
The assumed offering price is $4.00 per share (preliminary). Each $1.00 change in the final offering price would change pro forma net tangible book value by $0.85 and change dilution to new investors by $0.85 per share, assuming the 5,000,000 share offering size remains constant.
Risk Factors · Risk Factors
Extensive China-regulatory risks (CSRC filing uncertainty, cybersecurity review, FDI non-compliance) and one PRC subsidiary's historical FDI registration failure.
Added in current filing · verify on EDGAR →
One of our PRC operating entities historically failed to complete the FDI registration. On February 25, 2025, the entity has successfully completed the FDI registration. Failure of’ FDI registration may result in restrictions on the settlement of the foreign exchange of our PRC operating entities, and negatively affect our ability to use the proceeds we expect to receive from this offering and to capitalize or otherwise fund our PRC operations, or to legally remit funds from our PRC operating entities to the Company, and subject us to regulatory penalties.
One PRC subsidiary failed to complete required foreign-exchange registration (FDI registration) until February 25, 2025. This historical non-compliance could have restricted the subsidiary's ability to settle foreign exchange, blocked the company from using IPO proceeds in China, or prevented remitting funds to the U.S. parent, and exposed the entity to regulatory penalties. The registration is now complete, but the disclosure flags past enforcement risk.
Added in current filing · verify on EDGAR →
As the Company is a corporation organized under the laws of the State of Nevada within the U.S., we do not believe we are required to complete the applicable filing procedures with the CSRC as required of PRC domestic companies under the Trial Measures before we can complete this offering and listing on the Nasdaq. Such CSRC filing obligations are imposed under PRC law, and while any noncompliance is not a bar to SEC registration or Nasdaq listing under U.S. law. Instead, if the applicable PRC authorities deemed that the Company and/or its subsidiaries are required to complete applicable filing procedures with the CSRC, it may lead to enforcement risk under applicable PRC laws, rules and regulations.
The company is incorporated in Nevada and believes it is not required to file with China's securities regulator (CSRC) under the Trial Measures (which apply to PRC domestic companies). However, if Chinese authorities later determine the company or its subsidiaries must file, the company faces enforcement risk under PRC law—potentially fines, business suspension, or license revocation—even though U.S. law does not block the IPO. The filing frames this as an unresolved regulatory-interpretation risk.
Added in current filing · verify on EDGAR →
For the nine months ended April 30, 2026, two customers accounted for 32% of the Company’s total gross billing. For the year ended July 31, 2025 and 2024, three customers accounted for 62% and 56%, respectively, of the Company’s total gross billing.
The company depends on a small number of customers for a substantial portion of revenue. In the most recent nine-month period, two customers represented 32% of gross billing; in the prior two fiscal years, three customers represented 62% and 56% respectively. Loss of any major customer could materially reduce revenue.
Added in current filing · verify on EDGAR →
For the nine months ended April 30, 2026, three contractors accounted for 37% of the Company’s total services acquisition. For the year ended July 31, 2025, two contractors accounted for 36% of the Company’s total services acquisition. As of April 30, 2026 and July 31, 2025, advances made to four and three contractors accounted for 89% and 64%, respectively, of the Company’s total advanced payments.
The company relies on a small number of contractors to place advertisements. Three contractors represented 37% of services acquisition in the nine months ended April 30, 2026, and advances to four contractors represented 89% of total advanced payments as of that date. The company does not own or control any content distribution channels and most agreements are annual without long-term commitments, creating significant supplier concentration risk.
Added in current filing · verify on EDGAR →
the U.S. government has from time to time imposed significant tariffs on certain product categories imported from China. Such tariffs, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China.
The company imports battery parts and production equipment from China. Expanded U.S. tariffs on these categories could materially impact the business by raising costs; the company may be unable to renegotiate supplier prices or pass costs to customers without losing competitiveness.
Added in current filing · verify on EDGAR →
our accumulated deficit, limited operating history under the new business model, and dependence on future operating performance and financing activities raise substantial doubt about our ability to continue as a going concern within one year after the date our unaudited condensed consolidated financial statements are issued.
As of April 30, 2026, the company had an accumulated deficit of $4,196,998,, and working capital of $522,279. Management has substantial doubt about the company's ability to continue as a going concern within one year, meaning it may not have sufficient liquidity to meet obligations without additional financing or improved operations.
Added in current filing · verify on EDGAR →
management concluded that, as of April 30, 2026, our disclosure controls and procedures were not effective due to a significant deficiency in our internal controls. Management identified a significant deficiency relating to certain rebate arrangements with upstream and downstream business parties, where the Company relies on verbal agreements and case-by-case practices, with terms typically confirmed at the end of each month.
The company disclosed a significant deficiency in internal controls as of April 30, 2026. The deficiency relates to rebate arrangements that rely on verbal agreements and monthly confirmations rather than formalized documentation, which may lead to inconsistencies, errors, or disputes in financial reporting.
Added in current filing · verify on EDGAR →
As of April 30, 2026, we had working capital of $522,279, consisting of current assets of $3,763,613 and current liabilities of $3,241,334, compared to a working capital deficit of approximately $105,739 as of July 31, 2025. As of April 30, 2026, we had total stockholders’ equity of $934,693 and an accumulated deficit of $4,196,998.
The company improved from a working capital deficit of $4,196,998at July 31, 2025 to positive working capital of $522,279 at April 30, 2026. However, it still carries an accumulated deficit of $522,279, and total stockholders' equity of only $934,693, indicating a fragile financial position.
MD&A · Management's Discussion and Analysis
MD&A is incorporated by reference from Q3 2026 quarterly and 2025 annual reports; no substantive discussion appears in this section.
Added in current filing · verify on EDGAR →
For our management’s discussion and analysis of financial condition and results of operations for the three and nine months ended April 30, 2026 and 2025, please read “Item 2. Management’s Discussion and Analysis or Plan of Operation” in our Q3 2026 Quarterly Report, which is incorporated by reference into this prospectus. For the years ended July 31, 2025 and 2024, please read “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report (as defined below), which is incorporated by reference into this prospectus.
The prospectus does not present MD&A content directly in this section. Instead, it incorporates by reference the MD&A from the Q3 2026 quarterly report (covering three and nine months ended April 30, 2026 and 2025) and the 2025 annual report (covering years ended July 31, 2025 and 2024). Investors must consult those separate filings to review the company's discussion of financial condition, results of operations, liquidity, and capital resources.
Business · Business
Hartford Creative Group provides digital advertising placement services and launched a mini-drama app (YYYS) in May 2026.
Added in current filing · verify on EDGAR →
For the nine months ended April 30, 2026, we generated net revenue of approximately $1.5 million from our advertising placement services. For the fiscal year ended July 31, 2025, we generated net revenue of approximately $2.0 million from advertising placement services.
The company generated $1.5 million in advertising revenue in the nine months ended April 30, 2026, compared to for the full fiscal year ended July 31, 2025. The company entered into non-binding framework agreements in April 2026 with an aggregate contract value of approximately RMB 500 million, but revenues under these agreements depend on execution of individual service orders and there is no assurance regarding the amount or timing of revenues that may be realized.
Added in current filing · verify on EDGAR →
In April 2026, the Company introduced “YYYS,” a new mini-drama application. Initial testing began on April 28, 2026, followed by an official launch on Google Play in the United States on May 6, 2026. The application was subsequently launched and made available on the Apple App Store in the United States on June 2, 2026. Upon launch, the platform offers over 160 short dramas with an aggregate runtime of more than 10,000 minutes. The Company intends to expand its content library to approximately 1,200 short dramas by the end of calendar year 2026 and approximately 5,000 short dramas by the end of calendar year 2027. However, these targets are forward-looking in nature and may not be achieved on the anticipated timeline, or at all. ... The Company recorded its first mini-drama-related revenue of approximately USD 36,000 in July 2025.
The company launched a mini-drama application (YYYS) in the United States in May-June 2026, offering over 160 short dramas at launch. The company recorded its first mini-drama revenue of approximately $36,000 in July 2025. The company plans to expand the content library to approximately 1,200 short dramas by end of 2026 and approximately 5,000 by end of 2027, but these targets are forward-looking and may not be achieved. The mini-drama business is in an early stage and its success depends on factors including user adoption, content acquisition, competitive dynamics, and effective monetization, many of which are outside the company's control.
Added in current filing · verify on EDGAR →
For the nine months ended April 30, 2026, three contractors accounted for 37% of the Company’s total services acquisition. For the year ended July 31, 2025, two contractors accounted for 36% of the Company’s total services acquisition. As of April 30, 2026 and July 31, 2025, advances made to four and three contractors accounted for 89% and 64%, respectively, of the Company’s total advanced payments.
The company has significant supplier concentration: three contractors accounted for 37% of total services acquisition in the nine months ended April 30, 2026, and advances made to four contractors accounted for 89% of total advanced payments as of April 30, 2026. This concentration creates dependency risk on a small number of suppliers.
Added in current filing · verify on EDGAR → · paraphrased
As of April 30, 2026, we had 21 full-time employees. As of April 30, 2026, we had a team of 13 full-time employees for advertising services and a team of 6 full-time employees for our mini-drama stream development. We also use the office located at 8832 Glendon Way, Rosemead, CA 91770, which is owned by a former primary shareholder and relative of a current major shareholder, for our minimal office facility needs. The original lease term was from January 1, 2025 through December 31, 2025, and beginning January 1, 2026, the lease has continued on a month-to-month basis at a fixed monthly rent of USD 1,000.
The company had 21 full-time employees as of April 30, 2026 (13 for advertising services, 6 for mini-drama development). The company leases its Rosemead, CA office from a former primary shareholder and relative of a current major shareholder on a month-to-month basis at $1,000 per month. The small headcount and related-party office lease reflect the company's early-stage operations.
Added in current filing · verify on EDGAR →
As the Company is a corporation organized under the laws of the State of Nevada within the U.S., we do not believe we are required to complete the applicable filing procedures with the CSRC as required of PRC domestic companies under the Trial Measures before we can complete this offering and listing on the Nasdaq. Such CSRC filing obligations are imposed under PRC law, and while any noncompliance is not a bar to SEC registration or Nasdaq listing under U.S. law. Instead, if the applicable PRC authorities deemed that the Company and/or its subsidiaries are required to complete applicable filing procedures with the CSRC, it may lead to enforcement risk under applicable PRC laws, rules and regulations.
The company believes it is not required to complete CSRC filing procedures as a Nevada corporation, but acknowledges that if PRC authorities deem the company or its subsidiaries are required to complete such filings, it may lead to enforcement risk under PRC laws. The company also faces uncertainty regarding whether it may be subject to cybersecurity review and outbound data transfer security assessment by PRC regulatory authorities, depending on how those authorities apply and implement the relevant measures.
Experts · Experts
Simon & Edward, LLP audited the financials; their report includes a going-concern doubt regarding Hartford Creative Group's ability to continue operations.
Added in current filing · verify on EDGAR →
which contains an explanatory paragraph related to substantial doubt about the ability of Hartford Creative Group, Inc. to continue as a going concern as described in Note 2 to the consolidated financial statements
The independent auditor's report includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. This is a significant red flag indicating the company faces material uncertainty about its financial viability and ability to meet obligations as they come due.
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