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EX-31.A - HARTFORD RETIREMENT NETWORK CORP.ex31-a.htm
EX-32.A - HARTFORD RETIREMENT NETWORK CORP.ex32-a.htm
EX-31.B - HARTFORD RETIREMENT NETWORK CORP.ex31-b.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

  [X]

Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended: June 30, 2017.

     
  [  ]

Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ______ to _______.

 

Commission file number: 333-119823

 

HARTFORD RETIREMENT NETWORK CORP.

(Name of small business issuer in its charter)

 

Nevada   98-1225287
(State or other jurisdiction
of incorporation or organization)
  (IRS Employer
Identification Number)

 

8832 Glendon Way
Rosemead, California 91770

(Address of principal executive offices)

 

Issuer’s telephone number (626) 703-4228

 

Securities registered under Section 12(b) of the Exchange Act:

 

 

Title of each class   Name of each exchange on which registered
None   None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock

(Title of class)

 

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act: [  ]

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes [X] No [  ]

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

 

Yes [  ] No [X]

 

State issuer’s revenues for its most recent fiscal year:        $Nil

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter: $3,555,000

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

 

37,555,000 as at September 27, 2017

 

Transitional Small Business Disclosure Format (Check One): Yes [X] No [  ]

 

 

 

 
 

 

TABLE OF CONTENTS

 

PART I 3
  ITEM 1 – DESCRIPTION OF BUSINESS 3
  ITEM 2 – DESCRIPTION OF PROPERTY 7
  ITEM 3 – LEGAL PROCEEDINGS 8
  ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
PART II 8
  ITEM 5 – MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISUER PURCHASES OF EQUITY SECURITIES 8
  ITEM 7 – CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14
  ITEM 8 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 29
  ITEM 8A – CONTROLS AND PROCEDURES 29
  ITEM 8A(T) – CONTROLS AND PROCEDURES 30
  ITEM 8B – OTHER INFORMATION 30
PART III 30
  ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 30
  ITEM 11 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 34
  ITEM 12 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 35
  ITEM 13 – EXHIBITS 35
  ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES 36

 

2
 

 

FORWARD-LOOKING STATEMENTS

 

Statements made in this annual report on Form 10-K and the exhibits attached hereto that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993 (the “Act”) and section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements by subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgments as to what may occur in the future; however, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. Such forward-looking statements are subject to certain risks and uncertainties, both known and unknown, and assumptions, including, without limitation, risks related to:

 

  our failure to obtain additional financing;
  our inability to continue as a going concern;
  the unique difficulties and uncertainties inherent in the business;
  local and multi-national economic and political conditions; and
  our common stock.

 

The preceding bullets outline some of the risks and uncertainties that may affect our forward-looking statements. For a full description of risks and uncertainties, see the sections elsewhere in this Form 10-K entitled “Risk Factors”, “Description of Business” and “Management Discussion and Analysis”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.

 

Our Management has included projections and estimates in this annual report, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the Securities and Exchange Commission or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

PART I

 

ITEM 1 – DESCRIPTION OF BUSINESS

 

Business Development

 

Hartford Retirement Network Corp. (formerly Dynamic Gold Corp.) (“Hartford” or the “Company”) was incorporated in the State of Nevada on January 21, 2004. Our principal offices are located at Suite 8832 Glendon Way, Rosemead, California 91770. Our telephone number is (626) 703-4228.

 

The Company has not had any bankruptcy, receivership or similar proceeding since incorporation.

 

There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.

 

Please note that throughout this Annual Report, and unless otherwise noted, the words “we”, “our”, “us”, the “Company” or “Hartford”, refer to Hartford Retirement Network Corp.

 

3
 

 

Business of Issuer

 

We were an exploration stage company until May 2017, at which time we transitioned to a senior retirement solutions company focusing on senior housing and retirement services and products.

 

On January 20, 2008, the Company allowed its interest in the Sobeski Lake Gold Property Claims to expire. The Sobeski Lake Gold property consisted of three mineral claims located in the Red Lake Mining District, in the province of Ontario, Canada. We had originally acquired our interest in the property by making a cash payment of $3,500 on June 16, 2004 to Dan Patrie Exploration Ltd. the registered owners of the property.

 

On January 8, 2008, we acquired, through our wholly owned subsidiary, Dynamic Gravel Holdings Ltd., a 100% interest in two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims (together the “Super Mammoth Gravel Project”) situated on tidewater for $25,000. The Super Mammoth Gravel Project was acquired by way of a purchase agreement. Mr. Farshad Shirvani has been paid CDN$25,000.

 

On April 27, 2017, the Company dissolved its wholly owned subsidiary, Dynamic Gravel Holdings Ltd. as part of the Stock Purchase Agreement (the “Agreement”) dated April 4, 2017, between Tim Coupland and Brian Game, the Company’s former principal stockholders (the “Sellers”) and Hartford International Retirement Network, Inc. (the “Buyer”), pursuant to which, among other things, the Sellers agreed to sell to the Buyer, and the Buyer agreed to purchase from Sellers, a total of 5,185,000 shares of Common Stock beneficially owned by the Sellers (the “Purchase Shares”). The Purchase Shares represented approximately 52.1% of the Company’s issued and outstanding shares of Common Stock.

 

In connection with the transactions contemplated by the Agreement, the Board appointed Lianyue Song, Aaron Schottelkorb and Fuming Lin to fill vacancies on the Company’s Board of Directors caused by resignations of Messer’s’ Coupland, Game and Burylo.

 

On May 11, 2017, the Company entered into a Memorandum of Understanding for Senior Holiday Service Cooperation with Shanghai Qiao Garden International Travel Agency (“Travel Agent”), superseded by a Retirement Vacation Services Agreement executed by the parties on August 25, 2017 (collectively referred to as the “Agreement”). The Company is engaged in the business of providing hotel rooms at favorable rates to travelers to Los Angeles from China. The Company’s president is a principal owner and CEO of a brand new hotel in Rosemead, California, and the Company is acting as its agent to procure business from Chinese tourists and business travelers. Under the Agreement with the Travel Agent, the Travel Agent has agreed to provide no less than 300 retirement vacation clients per year for a minimum hotel stay of 3,000 nights. The Agreement also provides for payment of a monthly service fee. The Agreement automatically renews on an annual basis unless otherwise terminated by either party in writing. However, the Company intends to enter into a more permanent agreement in September, 2018. From June 1 through July 31, 2017, the Company has received approximately $100,000 in revenues in connection with the Agreement. The Company is currently marketing its hotel travel service to other travel agencies in China and it is also seeking other hotels in Southern California to sign up for its services.

 

The Company believes that with the execution of the Agreement on May 11, 2017 and the commencement of revenues from its travel service business that it is no longer a “shell” corporation.

 

In addition, the Company intends to provide management services to retirement homes, commercial properties and apartment buildings in the following China cities: Shanghai, Jiangsu, Zhejiang, Hainan and Shenyang.

 

On May 18, 2017, the Company sold its Northern Gravel Claims and the Super Mammoth Gravel Claims for $1 to the Company’s former officer and a former director to focus its efforts on new business venture in senior retirement services and products in China.

 

Between July 1 and August 28, 2017, the company sold 27,610,000 shares of its common stock (the “Shares”) to 48 investors for $1,380,500. The Shares were sold by the officers and directors of the Company and no commissions were paid for such sales. All of the investors are residents of China and all offers and sales were conducted in China. The Shares were sold in a private placement pursuant to an exemption under the Securities Act of 1933, as amended (the “Act), in accordance with Regulation S of the Act. All stock certificates will be affixed with the appropriate Regulation S legend restricting sales and transfers.

 

4
 

 

Employees

 

At present, there are no employees, other than the current officers and directors, who devote their time as required to the business operations.

 

Competition

 

While the senior retirement services and products business is competitive, management does not anticipate having difficulties retaining customers. The Company is currently marketing its hotel travel service to other travel agencies in China and it is also seeking other hotels in Southern California to sign up for its services.

 

In the senior retirement services and products sector, our competitive position is insignificant. There are numerous companies with substantially more capital and resources that are capable of securing greater number of customers or contracts with travel agencies overseas. We are not able to compete with such companies. Instead, management has determined that the Company will attempt to focus in its core network, such as Shanghai, Jiangsu, Zhejiang, Hainan and Shenyang.

 

Patents and Trademarks

 

We do not own, either legally or beneficially, any patents or trademarks.

 

Risk Factors

 

An investment in the common stock of the Company involves a high degree of risk. You should carefully consider the risks described below and the other information in this annual report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

Risks Relating to the Company

 

If we do not obtain additional financing, our business will fail.

 

Our cash reserves are not sufficient to meet our obligations for the next-twelve month’s period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding. However, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. As well, our management is prepared to provide us with short-term loans.

 

We will require additional financing to sustain our business operations. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

 

The most likely source of future funds presently available to us is through the sale of equity capital or loans from our directors. Any sale of share capital will result in dilution to existing shareholders.

 

From June 1 through July 31, 2017, the Company has received approximately $100,000 in revenues in connection with the Agreement with the Travel Agent. Also, between July 1 and August 28, 2017, the company sold 27,610,000 shares of its common stock (the “Shares”) to 48 investors for $1,380,500. However, there is no guarantee that we will able to obtain additional financing in the future.

 

Because we have limited business operating history and we face a high risk of business failure.

 

We have been operating the senior retirement services and products business since May 2017. Accordingly, we have no way to evaluate the likelihood that our business will be successful.

 

Potential investors should be aware of the difficulties normally encountered by new retirement services and products companies and the high rate of failure of such enterprises. These potential problems include, but are not limited to, unanticipated problems relating to securing customers and travel agents, and additional costs and expenses that may exceed current estimates.

 

5
 

 

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

 

Our independent auditor believes there is substantial doubt that we will continue as a going concern. If we do not continue as a going concern, you will lose your investment.

 

The Report of Independent Registered Public Accounting Firm to our audited consolidated financial statements for the year ended June 30, 2017, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our net loss position, our failure to attain profitable operations and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose their investments.

 

Because our directors own 52.1% of our outstanding common stock, they could make and control corporate decisions that may be disadvantageous to other minority shareholders.

 

Our directors own approximately 52.1% of the outstanding shares of our common stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They will also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

 

Because our directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

 

Our President will be devoting only 60% of his time to our business upon commencement of business operations. Currently our, Chief Financial Officer and Corporate Secretary devote approximately 80% of their time to our affairs. It is possible that the demands on our officers and directors from their other obligations could cause them to be unable to devote sufficient time to the management of our business. In addition, they may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.

 

Risks Relating to Our Common Stock

 

The trading price of our common stock on the OTCQB Venture Market – OTC Market will fluctuate significantly and stockholders may have difficulty reselling their shares.

 

As of the date of this Annual Report, our common stock trades on the OTCQB Venture Market – OTC Market under the symbol “HFRN”. There is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our operations; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) lack of funding generated for operations; (v) investor perception of our industry or our prospects; and (vi) general economic trends.

 

In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

 

6
 

 

Our common stock is considered a penny stock. Trading of our stock is restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

 

Our stock is considered a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

 

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

 

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

Reports to Securities Holders

 

We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a current report on Form 8-K.

 

You may read and copy any materials we file with the Securities and Exchange Commission at their Public Reference Room Office, 100 F Street, NE, Room 1580, Washington, D.C. 20549-0102. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. Additionally, the Securities and Exchange Commission maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Securities and Exchange Commission.

 

ITEM 2 – DESCRIPTION OF PROPERTY

 

Corporate Headquarters, California, USA

 

Our corporate headquarters are located at 8832 Glendon Way, Rosemead, California 91770. Our Chief Executive Officer, Mr. Lianyue Song, provides this office space to us free of charge. Our current premises are adequate for our existing operations.

 

Real Estate Investments

 

We do not currently maintain any investments in real estate, real estate mortgages or securities of persons primarily engaged in real estate activities, nor do we expect to do so in the foreseeable future.

 

The Company’s President and the Chief Executive Officer is a principal owner of a brand new hotel in Rosemead California, and the Company is acting as its agent to procure business from Chinese tourists and business travelers.

 

7
 

 

ITEM 3 – LEGAL PROCEEDINGS

 

Hartford is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

 

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise.

 

PART II

 

ITEM 5 – MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

The Company’s common stock, par value, $0.001 per share (“Common Stock”) began trading on the Over the Counter NASDAQ Electronic Bulletin Board (“OTC:BB”) under the symbol “DYGO” beginning in September 2014. The symbol was changed to “HFRN” in August 2017, when the company changed its name to Hartford Retirement Network Corp. Since that time there has been only limited trading. The following table sets forth, for the period indicated, the range of high and low closing “Bid” prices reported by the OTC. Such quotations represent prices between dealers and may not include markups, markdowns, or commissions and may not necessarily represent actual transactions.

 

Fiscal Year Ending June 30, 2016  High Bid   Low Bid 
         
Quarter Ended September 30, 2015  $.75   $.75 
Quarter Ended December 31, 2015  $.75   $.75 
Quarter Ended March 31, 2016  $.75   $.75 
Quarter Ended June 30, 2016  $.75   $.75 
           
Fiscal Year Ending December 31, 2017          
           
Quarter Ended September 30, 2016  $1.00   $.51 
Quarter Ended December 31, 2016  $1.00   $.51 
Quarter Ended March 31, 2017  $.25   $.25 
Quarter Ended June 30, 2017  $1.50   $.25 
           
Fiscal Year Ending December 31, 2018          
           
July 1, 2017 through September 27, 2017  $2.00   $1.20 

 

On 26 June 2017, the Company increased the authorized shares of common stock of the Company from 75,000,000 shares to 200,000,000 shares and authorized the issuance of up to 10,000,000 shares of preferred stock, with such rights, preferences and limitations as may be set from time to time by resolution of the Board of Directors.

 

Holders of Common Stock

 

As of September 27, 2017, we had 92 stockholders of record holding 37,555,000 shares of common stock.

 

Dividend Policy

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

1. we would not be able to pay our debts as they become due in the usual course of business; or
   
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
   

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

 

Equity Compensation Plan

 

We do not have any securities authorized for issuance under any equity compensation plans.

 

Recent Sales of Unregistered Securities

 

Between July 1 and August 28, 2017, the company sold 27,610,000 shares of its common stock (the “Shares”) to 48 investors for $1,380,500. The Shares were sold by the officers and directors of the Company and no commissions were paid for such sales. All of the investors are residents of China and all offers and sales were conducted in China. The Shares were sold in a private placement pursuant to an exemption under the Securities Act of 1933, as amended (the “Act), in accordance with Regulation S of the Act. All stock certificates will be affixed with the appropriate Regulation S legend restricting sales and transfers.

 

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ITEM 6 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OR PLAN OF OPERATION

 

Selected Financial Data

 

The selected financial information presented below as of and for the periods indicated is derived from our consolidated financial statements contained elsewhere in this report and should be read in conjunction with those consolidated financial statements. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” found elsewhere in this report.

 

INCOME STATEMENT DATA  Year Ended
30 June 2017
   Year Ended
30 June 2016
   Year Ended
30 June 2015
 
Revenue  $50,000   $Nil   $Nil 
Operating Expenses  $(41,860)  $(148,178)  $(116,098)
Net Income (Loss)  $29,464   $(148,178)  $(116,098)
Net Income (Loss) Per Share  $0.003   $(0.015)  $(0.012)
Weighted Average Number of Common Shares Outstanding (basic and diluted)   9,928,890    9,909,959    9,877,247 

 

BALANCE SHEET DATA  As at 30 June 2017   As at 30 June 2016 
Working Capital (Deficiency)  $34,213   $(62,951)
Total Assets  $50,100   $2,649 
Accumulated Deficit  $(1,061,987)  $(1,091,451)
Shareholders’ Deficiency  $34,213   $(62,951)

 

Historical results of operations may differ materially from future results.

 

This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes. The discussion and analysis of the financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis the Company reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that the Company believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but the Company does not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments are outlined below in ― “Critical Accounting Policies”.

 

Explanatory Note on Consolidated Financial Statements

 

The audited consolidated financial statements included in this report have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

 

9
 

 

Plan of Operations

 

On May 11, 2017, the Company entered into a Memorandum of Understanding for Senior Holiday Service Cooperation with Shanghai Qiao Garden International Travel Agency (“Travel Agent”), superseded by a Retirement Vacation Services Agreement executed by the parties on August 25, 2017 (collectively referred to as the “Agreement”). The Company is engaged in the business of providing hotel rooms at favorable rates to travelers to Los Angeles from China. The Company’s president is a principal owner and CEO of a brand new hotel in Rosemead, California, and the Company is acting as its agent to procure business from Chinese tourists and business travelers. Under the Agreement with the Travel Agent, the Travel Agent has agreed to provide no less than 300 retirement vacation clients per year for a minimum hotel stay of 3,000 nights. The Agreement also provides for payment of a monthly service fee. The Agreement automatically renews on an annual basis unless otherwise terminated by either party in writing. However, the Company intends to enter into a more permanent agreement in September, 2018. From June 1 through July 31, 2017, the Company has received approximately $100,000 in revenues in connection with the Agreement. The Company is currently marketing its hotel travel service to other travel agencies in China and it is also seeking other hotels in Southern California to sign up for its services.

 

The Company believes that with the execution of the Agreement on May 11, 2017 and the commencement of revenues from its travel service business that it is no longer a “shell” corporation.

 

In addition, the Company intends to provide management services to retirement homes, commercial properties and apartment buildings in the following China cities: Shanghai, Jiangsu, Zhejiang, Hainan and Shenyang.

 

Limited Operating History; Need for Additional Capital

 

In the notes to the Company’s audited consolidated financial statements as of June 30, 2017, included elsewhere in this Form 10-K, the Company’s auditors included an explanatory paragraph stating that, because the Company had cash of $Nil and incurred accumulated losses of $1,061,987 for the period from January 21, 2004 (inception) to June 30, 2017, there was substantial doubt about its ability to continue as a going concern.

 

There is limited historical financial information about the Company upon which to base an evaluation of its performance. The Company shifted its focus to senior housing and retirement services and products in May 2017 and have been operating for a few months. The Company cannot guarantee it will be successful in its business operations. The Company’s business is subject to risks inherent in the establishment of a new resource exploration company, including limited capital resources, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. To become profitable the Company will attempt to implement its plan of operation as detailed above.

 

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding. However, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. As well, our management is prepared to provide us with short-term loans.

 

We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

 

If we are unable to arrange additional financing, our business plan will fail and operations will cease.

 

Results of Operations for the Year Ending June 30, 2017

 

Pursuant to the Agreement with the Travel Agent in May 2017, the Company recorded a revenue of $50,000 for the year ended June 30, 2017. The $50,000 was received in July 2017.

 

The Company’s net income for the year ended June 30, 2017 was $29,464 compared to a net loss of $148,178 for the year ended June 30, 2016. Contributing to the period over period differences were bank charges and interest of $276 (2016 - $342), filing and financing fees of $12,325 (2016 - $9,644), legal and accounting fees of $15,934 (2016 - $15,092), management fees of $45,000 (2016 - $60,000), rent of $2,700 (2016 - $3,600), consulting fees of $Nil (2016 - $1,568), mineral property exploration expenditure of $3,741 (2016 - $Nil), regulatory fees of $12,258 (2016 - $7,500) and travel expenses of $426 (2016 - $Nil).

 

10
 

 

Also, during the year ended June 30, 2017, the Company recognized a reversal of income tax penalties of $50,000 and wrote-off $21,324 in accounts payable mostly due to the former officer and a former director. If not for these non-recurring items, the Company would have reported a loss of $41,860 from the operations. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

 

Liquidity and Capital Resources

 

At June 30, 2017, we had cash on hand of $Nil (2016 - $2,649) and liabilities of $15,887 (2016 - $65,600) consisting of accounts payable and accrued liabilities. In 2016, the Company received an assessment for penalties from the Internal Revenue Service (“IRS”) regarding failure to file certain supplementary forms for the tax years 2007 to 2011. In 2017, these penalties were reversed by the IRS.

 

We will require additional funding in order to cover all anticipated administration costs and to proceed with the Retirement Vacation Services Agreement executed on August 25, 2017 and to seek out additional travel agents for similar contracts. The Company also intends to provide management services to retirement homes, commercial properties and apartment buildings in China, which will result in higher administrative costs in the future.

 

Capital Expenditures

 

The Company expended no amounts on capital expenditures for the period from inception to June 30, 2017. At present, there are no transactions being contemplated by management or the board that would affect the financial condition, results of operations and cash flows of any asset of the Company.

 

Off-balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that would require disclosure.

 

Critical Accounting Policies

 

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management’s application of accounting policies.

 

Basis of presentation

 

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.

 

Principles of consolidation

 

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dynamic Gravel Holdings Ltd. (“Dynamic Gravel”), a corporate incorporated in Alberta, Canada, from the date of its incorporation on 21 November 2007 to the date of its dissolution on 27 April 2017. All significant inter-company balances and transactions have been eliminated upon consolidation.

 

Cash and cash equivalents

 

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

 

11
 

 

Mineral property costs

 

The Company was primarily engaged in the acquisition, exploration and development of mineral properties.

 

Mineral property acquisition costs were initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assessed the carrying costs for impairment. If proven and probable reserves were established for a property and it has been determined that a mineral property can be economically developed, costs were to be amortized using the units-of-production method over the estimated life of the probable reserve.

 

Mineral property exploration costs were expensed as incurred.

 

Estimated future removal and site restoration costs, when determinable were provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, were estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge was included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures were charged to the accumulated provision amounts as incurred.

 

To date, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

 

Financial instruments

 

The carrying amounts of cash and accounts payable approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, not does it utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

 

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

 

Derivative financial instruments

 

The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Environmental expenditures

 

The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

 

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

 

Income taxes

 

Deferred income taxes are reported for timing difference between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

 

12
 

 

Basic and diluted loss per share

 

The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

 

Comprehensive loss

 

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at June 30, 2016, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.

 

Segments of an enterprise and related information

 

ASC 280, “Segment Reporting”, establishes guidance for the way that public companies report information about operating segments in annual consolidated financial statements and requires reporting of selected information about operating segments in interim consolidated financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.

 

Start-up expenses

 

The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s expenses for the period from the date of inception on January 21, 2004 to June 30, 2016.

 

Foreign currency translation

 

The Company’s functional and reporting currency is in U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

 

Concentration of credit risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of its customers and any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.

 

13
 

 

Risks and uncertainties

 

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

 

Comparative figures

 

Certain comparative figures have been adjusted to conform to the current year’s presentation.

 

Recent Accounting Pronouncements

 

In May 2015, Accounting Standards Update (“ASU”) guidance was issued related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after 15 December 2016, including interim periods and is to be retrospectively applied. Early adoption is not permitted. The Company is currently evaluating this guidance and the impact it will have on its Consolidated Financial Statements.

 

Quantitative and Qualitative Disclosures about Market Risk

 

The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes. The limited operations of the Company were conducted primarily in Canada, now in California, USA, and, are not subject to material foreign currency exchange risk. Although the Company has outstanding debt and related interest expense, market risk of interest rate exposure in the United States is currently not material.

 

ITEM 7 – CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

As used herein, the terms “Company,” “our,”, “we,” and “us” refer to Hartford Retirement Network Corp. (formerly Dynamic Gold Corp.), a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying audited consolidated financial statements included in the Form 10-K reflect all adjustment (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the period presented. The results of operation for the years presented are not necessarily indicative of the results to be expected for the future years.

 

14
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

 

Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

15
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors of Hartford Retirement Network corp. (formerly Dynamic Gold Corp.):

 

We have audited the accompanying consolidated balance sheets of Hartford Retirement Network Corp. (the “Company”) as at June 30, 2017 and 2016 and the related consolidated statements of operations and deficit, and cash flows, and changes in stockholders’ equity for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

 

In our opinion, based on our audits, these financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2017 and 2016 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, to date, the Company has reported losses since inception from operations and requires additional funds to meet its obligations and fund the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
   
Vancouver, Canada  
September 27, 2017  

 

 

16
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

 

   As at
30 June 2017
   As at
30 June 2016
 
   $   $ 
         
Assets          
           
Current          
Cash   -    2,649 
Receivable (Note 7)   50,000    - 
Prepaid expenses   100    - 
           
    50,100    2,649 
           
Liabilities          
           
Current          
Accounts payable and accrued liabilities (Notes 4 and 6)   15,887    15,600 
Taxes payable (Note 8)   -    50,000 
           
    15,887    65,600 
           
Shareholders’ deficiency          
Capital stock (Note 5)          
Authorized:          
200,000,000 common shares, $0.001 par value          
10,000,000 preferred shares, $0.001 par value          
Issued and outstanding:          
30 June 2017 – 9,945,000 common shares          
30 June 2016 – 9,925,000 common shares   9,945    9,925 
Additional paid-in capital   1,086,255    1,018,575 
Deficit   (1,061,987)   (1,091,451)
           
    34,213    (62,951)
           
    50,100    2,649 

 

Nature and Continuance of Operations (Note 1), and Subsequent Events (Note 11)

 

On behalf of the Board:

 

/s/ Lianyue Song Director   /s/ Jimmy Zhou Director

 

The accompanying notes are an integral part of these consolidated financial statements.

 

17
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Consolidated Statements of Operations

(Expressed in U.S. Dollars)

 

   For the
year ended
30 June 2017
$
   For the
year ended
30 June 2016
$
  

For the
 year ended

30 June 2015

$

 
             
Revenues (Note 7)   50,000    -    - 
                
Expenses               
Bank charges and interest   276    342    305 
Consulting fees   -    1,568    9,551 
Filing and financing fees   12,325    9,644    15,494 
Foreign exchange (gain) loss   (1,050)   211    (1,353)
Income tax penalties (Note 8)   -    50,000    - 
Legal and accounting   15,934    15,092    13,600 
Management fees (Notes 6 and 9)   45,000    60,000    60,000 
Mineral property exploration expenditure (Note 3)   3,741    -    - 
Office and miscellaneous   250    221    100 
Regulatory fees   12,258    7,500    7,500 
Rent (Notes 6 and 9)   2,700    3,600    3,600 
Travel   426    -    7,301 
    (91,860)   (148,178)   (116,098)
                
Net loss before other items   (41,860)   (148,178)   (116,098)
                
Other items               
Reversal of income tax penalties (Note 8)   50,000    -    - 
Write-off of accounts payable (Note 4)   21,324    -    - 
                
Net income (loss) for the year   29,464    (148,178)   (116,098)
                
Basic and diluted income (loss) per common share   0.003    (0.015)   (0.012)
                
Weighted average number of common shares outstanding   9,928,890    9,909,959    9,877,247 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

18
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

 

   For the
year ended
30 June 2017
$
   For the
year ended
30 June 2016
$
   For the
year ended
30 June 2015
$
 
             
Cash flows used in operating activities               
Net income (loss) for the year   29,464    (148,178)   (116,098)
Non-cash items               
Contributions to capital by related party – expenses   47,700    63,600    63,600 
Reversal of income tax penalties   (50,000)   -    - 
Write-off of accounts payable   (21,324)   -    - 
Changes in operating assets and liabilities               
Receivables   (50,000)   -    - 
Prepaid expenses   (100)   -    - 
Accounts payable and accrued liabilities   21,611    6,855    (226)
Increase in taxes payable   -    50,000    - 
                
    (22,649)   (27,723)   (52,724)
                
Cash flows from financing activities               
Issuance of common shares for cash   20,000    30,000    45,000 
                
    20,000    30,000    45,000 
                
Increase (decrease) in cash   (2,649)   2,277    (7,724)
                
Cash, beginning of year   2,649    372    8,096 
                
Cash, end of year   -    2,649    372 
 

Supplemental Disclosures with Respect to Cash Flows (Note 9)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

19
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Consolidated Statements of Changes in Stockholders’ Equity

(Expressed in U.S. Dollars)

 

   Number of shares issued   Capital stock
$
   Additional paid-in capital
$
   Deficit, accumulated during the exploration stage
$
  

Total stockholders’ deficiency

$

 
                     
Balance at 30 June 2014   9,850,000    9,850    816,450    (827,175)   (875)
Contributions to capital by related party (Notes 6 and 9)   -    -    63,600    -    63,600 
Common shares issued for cash (Note 5)   45,000    45    44,955    -    45,000 
Net loss for the year   -    -    -    (116,098)   (116,098)
                          
Balance at 30 June 2015   9,895,000    9,895    925,005    (943,273)   (8,373)
Contributions to capital by related party (Notes 6 and 9)   -    -    63,600    -    63,600 
Common shares issued for cash (Note 5)   30,000    30    29,970    -    30,000 
Net loss for the year   -    -    -    (148,178)   (148,178)
                          
Balance at 30 June 2016   9,925,000    9,925    1,018,575    (1,091,451)   (62,951)
Contributions to capital by related party (Notes 6 and 9)   -    -    47,700    -    47,700 
Common shares issued for cash (Note 5)   20,000    20    19,980    -    20,000 
Net income for the year   -    -    -    29,464    29,464 
                          
Balance at 30 June 2017   9,945,000    9,945    1,086,255    (1,061,987)   34,213 
 

The accompanying notes are an integral part of these consolidated financial statements.

 

20
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

1. NATURE AND CONTINUANCE OF OPERATIONS

 

Hartford Retirement Network Corp. (formerly Dynamic Gold Corp.) (the “Company”) was incorporated under the laws of the State of Nevada on 21 January 2004.

 

Effective 26 June 2017, the Company changed its name to Hartford Retirement Network Corp. and increased its authorized shares of common stock, par value $0.001 per share from 75,000,000 to 200,000,000 and authorized 10,000,000 preferred stock, par value $0.001 per share, with such rights, preferences and limitations as may be set from time to time by resolution of the Board of Directors (Note 5).

 

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company was in the business of acquiring and exploring mineral properties. In May 2017, the Company shifted its focus to senior housing and retirement services and products. The Company is devoting all of its present efforts in establishing a new business.

 

The Company’s consolidated financial statements as at 30 June 2017 and for the year then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported an income of $29,464 for the year ended 30 June 2017 (30 June 2016 – loss of $148,178, 30 June 2015 – loss of $116,098) and has a working capital of $34,213 at 30 June 2017 (30 June 2016 – deficit of $62,951).

 

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company’s capital resources will not be adequate to continue operating and maintaining its business strategy for the next 12 months. If the Company is unable to raise additional capital in the near future, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

At 30 June 2017, the Company had an accumulated deficit of $1,061,987 and cash of $Nil. Although management is currently attempting to implement its new business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

21
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

 

Basis of presentation

 

The consolidated financial statements of the Company have been prepared in accordance with GAAP and are expressed in U.S. dollars. The Company’s fiscal year end is 30 June.

 

Principles of consolidation

 

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Dynamic Gravel Holdings Ltd. (“Dynamic Gravel”), a company incorporated in Alberta, Canada, from the date of its incorporation on 21 November 2007 to the date of its dissolution on 27 April 2017. All inter-company balances and transactions have been eliminated upon consolidation.

 

Cash and cash equivalents

 

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

 

Derivative financial instruments

 

The Company has not, to the date of these consolidated financial statements, entered into derivative instruments.

 

Mineral property costs

 

The Company was primarily engaged in the acquisition, exploration and development of mineral properties.

 

Mineral property acquisition costs were initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assessed the carrying costs for impairment. If proven and probable reserves were established for a property and it has been determined that a mineral property can be economically developed, costs were to be amortized using the units-of-production method over the estimated life of the probable reserve.

 

Mineral property exploration costs were expensed as incurred.

 

To date, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs (Note 3).

 

Estimated future removal and site restoration costs, when determinable were provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, were estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge was included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures were charged to the accumulated provision amounts as incurred.

 

Environmental expenditures

 

The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

 

22
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

 

Revenue recognition

 

Revenue includes service and management fees associated with the operation of senior holiday services. Revenue is recognized when the services are rendered.

 

Income taxes

 

Deferred income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

 

Basic and diluted net loss per share

 

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

 

Segments of an enterprise and related information

 

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual consolidated financial statements and requires reporting of selected information about operating segments in interim consolidated financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this Codification and does not believe it is applicable at this time.

 

23
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

Start-up expenses

 

The Company has adopted ASC 720-15, “Start-Up Costs”, which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s expenses for the period from the date of inception on 21 January 2004 to 30 June 2017.

 

Comprehensive loss

 

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at 30 June 2017, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.

 

Foreign currency translation

 

The Company’s functional and reporting currency is U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

Use of estimates and assumptions

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

 

Comparative figures

 

Certain comparative figures have been adjusted to conform to the current year’s presentation.

 

Recently issued accounting pronouncements

 

In May 2014, Accounting Standards Update (“ASU”) guidance was issued related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after 15 December 2016, including interim periods and is to be retrospectively applied. Early adoption is not permitted. The Company is currently evaluating this guidance and the impact it will have on its Consolidated Financial Statements.

 

3. MINERAL PROPERTY

 

During the year ended 30 June 2008, the Company acquired, through its wholly owned subsidiary, a 100% undivided rights, title and interest in and to two gravel claims called the Northern Gravel Claims and Super Mammoth Gravel Claims situated along the Homfray Channel at Lloyd Point on the south coast of British Columbia, Canada for $25,000. The acquisition cost of $25,000 was initially capitalized as a tangible asset. During the year ended 30 June 2008, the Company recorded a write-down of mineral property acquisition costs of $25,000 related to the Super Mammoth Gravel Project.

 

24
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

During the year ended 30 June 2017, the Company renewed its Northern Gravel Claims and Super Mammoth Gravel Claims for another year by paying $3,741 (CAD$4,965) (2016: $Nil) (2015: $Nil).

 

On 18 May 2017, the Company sold its Northern Gravel Claims and Super Mammoth Gravel Claims for $1 to the Company’s former officer and a former director to focus its efforts on new business venture in senior retirement services and products in China.

 

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

 

During the year ended 30 June 2017, the Company wrote off accounts payable balance in the amount of $2,072 (2016 - $Nil, 2015 - $Nil) related to finance charges that were forgiven by the vendor.

 

During the year ended 30 June 2017, the Company wrote off accounts payable balance in the amount of $19,252 (2016 - $Nil, 2015 - $Nil) related to amounts due to a former officer and former director.

 

Included in accounts payable and accrued liabilities was $3,034 (30 June 2016: $Nil) owing to a director of the Company (Note 6).

 

5. CAPITAL STOCK

 

Authorized

 

The total authorized capital is 200,000,000 common shares with a par value of $0.001 and 10,000,000 preferred shares with a par value of $0.001.

 

On 26 June 2017, the Company increased the authorized shares of common stock of the Company from 75,000,000 shares to 200,000,000 shares and authorized the issuance of up to 10,000,000 shares of preferred stock, with such rights, preferences and limitations as may be set from time to time by resolution of the Board of Directors (Note 1).

 

Issued and outstanding

 

At 30 June 2017, the total issued and outstanding capital stock is 9,945,000 common shares with a par value of $0.001 per common share (30 June 2016 - 9,925,000).

 

On 20 April 2017, the Company completed a private placement of 20,000 common shares at a price of $1.00 per share for total proceeds of $20,000.

 

On 31 March 2016, the Company completed a private placement of 15,000 common shares at a price of $1.00 per share for total proceeds of $15,000.

 

On 30 September 2015, the Company completed a private placement of 15,000 common shares at a price of $1.00 per share for total proceeds of $15,000.

 

On 5 June 2015, the Company completed a private placement of 10,000 common shares at a price of $1.00 per share for total proceeds of $10,000.

 

On 13 December 2014, the Company completed a private placement of 10,000 common shares at a price of $1.00 per share for total proceeds of $10,000.

 

On 25 August 2014, the Company completed a private placement of 25,000 common shares at a price of $1.00 per share for total proceeds of $25,000.

 

25
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

6. RELATED PARTY TRANSACTIONS

 

During the year ended 30 June 2017, a former officer and a former director of the Company made contributions to capital for management fees in the amount of $45,000 (2016 – $60,000, 2015 – $60,000) and for rent in the amount of $2,700 (2016 – $3,600, 2015 – $3,600) (Note 9).

 

As at 30 June 2017, the Company owed $3,034 (30 June 2016: $Nil) to a director of the Company. The amount is non-interest bearing, unsecured and due on demand (Note 4).

 

7. SERVICE AGREEMENT

 

On 11 May 2017, the Company entered into a memorandum of understanding (“MOU”) with Shanghai Qiao Garden International Travel Agency (“Shanghai Travel”), whereby the Company is to provide favorable pricing on hotel rooms in California, USA from 15 May 2017 to 31 May 2018. Shanghai Travel will provide no less than 35 senior tourists per month, 15 days of stay per tourist. The Company will charge Shanghai Travel $80 per tourist per stay as booking fees. Further, the Company will receive a monthly management fees of $2,000. During the year ended 30 June 2017, $50,000 (2016: $Nil, 2015: $Nil) was recorded as revenue from reservation and management fees in the statements of operation and the amount was received subsequent to June 30, 2017. On 25 August, 2017, the Company entered into a Retirement Vacation Service Agreement, which superseded the MOU (Note 11).

 

8. INCOME TAXES

 

The Company has losses carried forward for income tax purposes to 30 June 2017. There are no current or deferred tax expenses for the year ended 30 June 2017 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

 

The provision for refundable federal income tax consists of the following:

 

   For the
year ended 30 June 2017
$
  

For the

year ended

30 June 2016
$

  

For the

year ended

30 June 2015
$

 
             
Deferred tax asset attributable to:               
Current operations   (10,017)   50,380    39,473 
Contributions to capital by related parties   (16,218)   (21,624)   (21,624)
Less: Change in valuation allowance   26,235    (28,756)   (17,849)
                
Net refundable amount   -    -    - 

 

26
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

The composition of the Company’s deferred tax assets as at 30 June 2017 and 30 June 2016 are as follows:

 

   As at
30 June 2017
$
  

As at
30 June 2016
$

 
         
Net income tax operating loss carryforward   1,061,987    1,091,450 
           
Statutory federal income tax rate   34.00%   34.00%
Contributed rent and services   -20,35%   -18.32%
Effective income tax rate   0%   0%
           
Deferred tax assets   144,938    171,173 
Less: Valuation allowance   (144,938)   (171,173)
           
Net deferred tax asset   -    - 

 

The potential income tax benefit of these losses has been offset by a full valuation allowance.

 

As at 30 June 2017, the Company has an unused net operating loss carry-forward balance of approximately $426,287 that is available to offset future taxable income. This unused net operating loss carry-forward balance expires between 2024 and 2037.

 

During the year ended 30 June 2016, the Company received an assessment for penalties of $50,000 from the Internal Revenue Service regarding failure to file certain supplementary forms for the tax years 2007 to 2011. During the year ended 30 June 2017, the penalties were reversed.

 

9. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

 

    

For the

year

ended

30 June 2016

$

    

For the

year
ended

30 June 2015

$

    

For the

year
ended

30 June 2014

$

 
                
Cash paid during the period for interest   -    -    - 
Cash paid during the period for income taxes   -    -    - 

 

During the year ended 30 June 2017, an officer and director of the Company made contributions to capital for management fees in the amount of $45,000 (2016 – $60,000, 2015 – $60,000) and for rent in the amount of $2,700 (2016 – $3,600, 2015 – $3,600) (Note 6).

 

27
 

 

Hartford Retirement Network Corp.

(formerly Dynamic Gold Corp.)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

30 June 2017

 

 

10. FINANCIAL INSTRUMENTS

 

The carrying value of cash, receivable and accounts payable approximates fair value due to the short-term maturity of these financial instruments.

 

Credit Risk

 

Financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable. The Company deposits cash with high credit quality financial institutions as determined by rating agencies. The Company is subject to medium risk with respect to its accounts receivable due to potential non repayments from customers.

 

Currency Risk

 

The Company’s functional and reporting currency is the U.S. dollar. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

If the Canadian dollar had weakened (strengthened) against the U.S. dollar, with all other variables held constant, by 100 basis points (1%) at year end, the impact on net loss and other comprehensive loss would have been insignificant.

 

Interest Rate Risk

 

The Company has cash balances and no interest-bearing debt. It is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments.

 

Liquidity Risk

 

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon a related party and private placements as its sources of cash. The Company has received financing from a related party and private placements in the past; however, there is no assurance that it will be able to do so in the future.

 

11. SUBSEQUENT EVENTS

 

  1) Between 1 July 2017 and 28 August 2017, the Company issued 27,610,000 shares of its common stock for gross proceeds of $1,380,500. As at audit report date, $50,000 has been received by the Company.
     
  2) On 25 August 2017, the Company entered into a Retirement Vacation Services Agreement with Shanghai Travel. The Company will provide retirement vacation services to Shanghai Travel from 15 may 2017 to 31 May 2018. The agreement can be renewed automatically on an annual basis. Shanghai Travel will provide at least 300 retirement vacation clients annually, for a minimum total hotel stay of 3,000 nights. The Company will be charging Shanghai Travel $80 per client per hotel stay and $2,000 monthly management fees (Note 7).

 

28
 

 

ITEM 8 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

 

ITEM 8A – CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

Based on the management’s evaluation (with the participation our President and Chief Financial Officer), our President and Chief Financial Officer have concluded that as of June 30, 2017, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934 (the “Exchange Act”) are effective to provide reasonable assurance that the information required to be disclosed in this annual report on Form 10-K is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

 

(b) Internal Controls over Financial Reporting


 

Management’s annual report on internal control over financial reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

 

Under the supervision and with the participation of our management, including Mr. Lianyue Song, our President and Chief Executive Officer, and Mr. Jimmy Zhou, our Chief Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly consolidated financial statements as of June 30, 2017 and believe they are effective.

 

Based upon their evaluation of our controls, Mr. Lianyue Song, our President and Chief Executive Officer, and Mr. Jimmy Zhou, our Chief Financial Officer, has concluded that, there were no significant changes in our internal control over financial reporting or in other factors during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Attestation report of the registered public accounting firm

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

 

Changes in internal control over financial reporting

 

There were no changes in our internal controls that occurred during the year covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

 

29
 

 

Changes in internal controls

 

Based on the evaluation as of June 30, 2017, Mr. Lianyue Song, our President and Chief Executive Officer, and Mr. Jimmy Zhou, our Chief Financial Officer have concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of his most recent evaluation, including corrective actions with regard to significant deficiencies and material weaknesses.

 

ITEM 8A(T) – CONTROLS AND PROCEDURES

 

See Item 8A – Controls and Procedures above.

 

ITEM 8B – OTHER INFORMATION

 

None.

 

PART III

 

ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

 

Our executive officers and directors and their respective ages as of the date of this annual report are as follows:

 

Directors

 

Name of Director   Age   Since
Lianyue Song   59   5/4/2017
Aaron Schottelkorb   40   5/4/2017
Jimmy Zhou   50   5/17/2017

 

Executive Officers and Management

 

Name of Officer   Age   Office   Since
Lianyue Song   59   Director, President and Chief Executive Officer   5/4/2017
Jimmy Zhou   50   Chief Financial Officer and Secretary   5/17/2017

 

The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:

 

Lianyue Song, Director, President and Chief Executive Officer

 

Mr. Lianyue Song was born in Jiangsu, China. Since 1976, from an ordinary small business owner to today’s business leader, Qiao Garden Group founder, Chairman and President, for the past 35 years. Mr. Song graduated from Renmin University of China, major in Journalism Professional Photography, and won the “Ten Outstanding Chinese Photographer” title in 1987. In 1989, he was resigned from Naval Air Force as a Lieutenant Commander and started his business and worked very hard to build this “Qiao Garden Business Empire”. Over 20 years, Mr. Lianyue Song has led Qiao Garden Group from scratch, from small to large, from weak to strong and successfully developed a commercial real estate based resort chain derived from the vacation health industry, the chain office industry, high-end dining industry and cultural media industry. In the meantime Mr. Song has studied EMBA graduate school at Shanghai Jiaotong University, also served as Vice President of the Federation of Chinese Associations of Southern California, Southern California Real Estate Association in United States, the Chief Planner and Producer of the global public offering of the “Chamber of Commerce” magazine, Vice President of Shanghai Chamber of Commerce, China Chamber of Commerce Executive Director and Vice President of the Chinese Private Entrepreneurs. In 2010, he was awarded “Chinese Outstanding Private Entrepreneurs”, “Chinese Economy One of Hundred Outstanding Figures”. He started the “Happy Senior Retirement Technology Network Incorporation nationwide since 2012 and now he is the Chairman and CEO of Hartford International Retirement Network, Incorporation in U.S.

 

30
 

 

Jimmy Zhou, Chief Financial Officer and a Director

 

Mr. Zhou, prior to his appointment as CFO and Secretary of the Corporation, he was employed as CEO/CFO from July 2015 until October 2016 by Kiwa Bio-Tech Products Group located in Claremont, Ca (“KWBT”). KWBT is a public company involved in the development, manufacture, distribution and marketing of innovative, cost-effective and environmentally safe bio-technological products for agriculture. Prior to that Mr. Zhou was employed by AXA Advisors LLC (“AXA”) in California as a financial advisor from 2000 to 2007. He became a Certified Estate Planner (CEP) and a Registered Financial Consultant (RFC) with AXA in 2005. From 2007 to 2008, Mr. Zhou was involved in investment banking projects between China and the United States and since 2008. Mr. Zhou has worked as an independent business consultant and as an offshore financial advisor to clients in China for over 10 years. Mr. Zhou graduated from Shanghai International Studies University in China in 1990.

 

Aaron Schottelkorb, Director

 

Mr. Schottelkorb is an effective financial and tactical leader. From 2011 to 2016, he was a Vice-President/financial advisor/consultant with Western International Securities/NMS Capital Advisors, where he focused on small business, specializing in financial planning and tax advantaged strategies. His practice was based on long-term relationships, and utilized holistic strategic planning to efficiently and effectively meet the demands of his clients. From 2014 to the present he has been a mortgage loan originator d/b/a as Delaware Pacific headquartered in Pasadena, California. Mr. Schottelkorb holds both a Series 7 and 66 Securities licence, a CA Life and Health Insurance Fixed & Variable Contracts License and CA Mortgage Loan Originator and Real Estate Broker License. Mr. Schottelkorb received a BA from Calvin College, Michigan and the Center for Medieval and Renaissance Studies, Keble College, Oxford University, England.

 

Conflict of Interest

 

As our present business plan is focused entirely on building a new business in the senior retirement sector, there is no expectation of any conflict between our business interests and those of our directors. However, possible conflicts may arise in the future.

 

Our bylaws provide that each officer who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as our officer shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and be approved by a majority of the disinterested directors of our board of directors.

 

Significant Employees

 

The Registrant does not presently employ any person as a significant employee who is not an executive officer but who makes or is expected to make a significant contribution to the business of the Company.

 

Family Relationships

 

None.

 

Involvement in Certain Legal Proceedings

 

No event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect to any present executive officer or director of the Registrant or any nominee for director during the past five years which is material to an evaluation of the ability or integrity of such director or officer.

 

Section 16(A) Beneficial Ownership Reporting Compliance

 

Section 16(A) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by Securities and Exchange Commission regulation to furnish us with copies of all Section 16(A) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended June 30, 2017 all such filing requirements applicable to our officers and directors were current in their filings.

 

31
 

 

Code of Ethics

 

We have not adopted a written Code of Ethics at this time that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Board of Directors are reviewing the necessity of adopting such a document given we are still in the start-up exploration stage and have limited employees, officers and directors.

 

Board Committees

 

Nominating Committee

 

We do not have a Nominating Committee. Since our formation we have relied upon the personal relationships of our President to attract individuals to our Board of Directors.

 

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

 

Compensation Committee

 

We do not have a Compensation Committee. Our entire Board of Directors review and recommend the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us.

 

Audit Committee

 

We do not have a standing Audit Committee. The functions of the Audit Committee are currently assumed by our Board of Directors.

 

Our Board of Directors has determined that we have at least one financial expert. Mr. Schottelkorb is considered independent.

 

An audit committee financial expert means a person who has the following attributes:

 

  (a) An understanding of generally accepted accounting principles and financial statements;
     
  (b) The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
     
  (c) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuer’s financial statements, or experience actively supervising one or more persons engaged in such activities;
     
  (d) An understanding of internal control over financial reporting; and
     
  (e) An understanding of audit committee functions.

 

32
 

 

ITEM 10 – EXECUTIVE COMPENSATION

 

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended June 30, 2017, 2016 and 2015.

 

Summary Compensation Table

 

Name and Principal Position  Year   

Salary

($)

    

Bonus

($)

    

Stock

Awards

($)

    

Option

Awards

($)

    

Non-Equity

Incentive

Plan

Compensation

($)

    

Nonqualified

Deferred

Compensation

($)

    

All

Other

Compensation

($)

    

Total

($)

 

Lianyue Song(1)

President, Chief Executive Officer and a Director

  2017   -    -    -    -    -    -    -    - 
  2016   -    -    -    -    -    -    -    - 
  2015   -    -    -    -    -    -    -    - 
                                            

Jimmy Zhou(1)

Chief Financial Officer and a Director

  2017   -    -    -    -    -    -    -    - 
  2016   -    -    -    -    -    -    -    - 
  2015   -    -    -    -    -    -    -    - 
                                           

Aaron Schottelkorb(1)

Director

  2017   -    -    -    -    -    -    -    - 
  2016   -    -    -    -    -    -    -    - 
  2015   -    -    -    -    -    -    -    - 
                                            
Tim Coupland(2)
Former President, former Chief Executive Officer and a former Director
  2017   -    -    -    -    -    -    -    - 
  2016   -    -    -    -    -    -    -    - 
  2015   -    -    -    -    -    -    -    - 
                                            
Edward Burylo(3)
Former Chief Financial Officer and a former Director
  2017   -    -    -    -    -    -    -    - 
  2016   -    -    -    -    -    -    -    - 
  2015   -    -    -    -    -    -    -    - 
                                            
Tamiko Coupland(2)
Former Corporate Secretary
  2017   -    -    -    -    -    -    -    - 
  2016   -    -    -    -    -    -    -    - 
  2015   -    -    -    -    -    -    -    - 
                                            

Brian Game(2)
Former Director

 

  2017   -    -    -    -    -    -    -    - 
  2016   -    -    -    -    -    -    -    - 
  2015   -    -    -    -    -    -    -    - 

 

Notes:

 

(1) Appointed on May 4, 2017.

(2) Resigned on May 4, 2017.

(3) Mr. Edward Burylo was appointed to the office of CFO on April 24, 2014 and resigned on May 4, 2017.

 

Outstanding Equity Awards

 

None

 

33
 

 

Compensation of Directors

 

Our directors did not earn any compensation during the fiscal year ended June 30, 2017.

 

Employment Contracts and Termination of Employment or Change of Control

 

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement) or change of control transaction.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

 

ITEM 11 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table lists, as of September 27, 2017, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. In computing the number and percentage of shares beneficially owned by each person, we include any shares of common stock that could be acquired within 60 days of September 27, 2017, by the exercise of options or warrants. These shares, however, are not counted in computing the percentage ownership of any other person. The percent of class is based on 37,555,000 shares of common stock issued and outstanding as of the date of this annual report.

 

Name and Address of Beneficial Owner *  Shares Beneficially Owned   Percentage of Outstanding Common Stock 
         
Lianyue Song (1)   5,225,000    13.9%
Aaron Schottelkorb   200,000    ** 
Jimmy Zhou   137,500    ** 
Weinzhong Chen (2)   3,000,000    8.0%
Officers and Directors (3 persons)   5,562,000    14.8%

 

  * The address for each person or entity listed on the table other than Mr. Chen is c/o Hartford Retirement Network Corp, 8832 Glendon Way, Rosemead, CA 91770.
     
  ** Less than 1%
     
  (1) Mr. Song;s shares are held in the name of Hartford International Retirement Network, Inc., a corporation principally owned by Mr. Song.
     
  (2) The address for Mr. Chen is Room 601, House 93, Lane 158, Baocheng, Shanghai, China

 

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Changes in Control

 

Effective May 4, 2017 (the “Closing Date”), Tim Coupland and Brian Game, the principal stockholders of the Company (the “Sellers”), entered into a Stock Purchase Agreement (the “Agreement”) dated April 4, 2017, with Hartford International Retirement Network, Inc., a California corporation (the “Buyer”), pursuant to which, among other things, the Sellers agreed to sell to the Buyer, and the Buyer agreed to purchase from Sellers, a total of 5,185,000 shares of Common Stock owned of record and beneficially by the Sellers (the “Purchased Shares”). The Purchased Shares represented approximately 52.1% of the Company’s issued and outstanding shares of Common Stock.

 

ITEM 12 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

 

None of the following parties has, during the fiscal year ended June 30, 2017, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

 

  Any of our directors or officers;
  Any person proposed as a nominee for election as a director;
  Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
  Any of our promoters;
  Any relative or spouse of any of the foregoing persons who has the same house as such person.

 

Director Independence

 

One of our directors, Mr. Aaron Schottelkorb is considered independent, as the term “independent” is defined by the rules of the Nasdaq Stock Market. Our shares of common stock are listed on the Over-the-Counter Bulletin Board under the symbol “HFRN”. On September 17, 2014, the Company received approval to trade on the OTCQB market platform (United States). The OTCQB is the venture stage marketplace for early stage U.S. and international companies and development stage companies in the United States. The Company was able to company with new standards of eligibility that were implemented on March 26, 2014 to provide a stronger baseline of transparency for investors and undergo an annual verification and management certification process.

 

ITEM 13 – EXHIBITS

 

The following exhibits are furnished as required by Item 601 of Regulation S-B.

 

Exhibit No.   Exhibit Title
3(i)   Articles of Incorporation*
3(ii)   Bylaws *
10.1   Mineral Property Bill of Sale*
10.2   Loan Agreement dated January 8, 2008 between Tim Coupland and Dynamic Gold Corp.**
10.3   Promissory Note dated January 8, 2008 between Tim Coupland and Dynamic Gold Corp.**
10.4   General Security Agreement dated January 8, 2008 between Tim Coupland and Dynamic Gold Corp.**
10.5   General Security Agreement dated January 8, 2008 between Tim Coupland and Dynamic Gravel Holdings Ltd.**
10.6   Material Subsidiary Guarantee dated January 8, 2008 between Tim Coupland and Dynamic Gravel Holdings Ltd.**
10.7   Purchase and Sale Agreement dated January 8, 2008 between Dynamic Gravel Holdings Ltd. and Farshad Shirvani**
10.8   Loan Amending Agreement dated September 16, 2008 between Tim Coupland and Dynamic Gold Corp.*****
10.9   Promissory Note dated May 24, 2008 between Tim Coupland and Dynamic Gold Corp.*****
10.10   Promissory Note dated August 14, 2008 between Tim Coupland and Dynamic Gold Corp.*****
10.11   Promissory Note dated September 16, 2008 between Tim Coupland and Dynamic Gold Corp.*****
10.12   Trust Agreement dated September 16, 2008 between Tim Coupland and Dynamic Gold Corp.*****
10.13   Loan Amending Agreement dated January 8, 2009 between Tim Coupland and Dynamic Gold Corp.******

 

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10.14   Promissory Note dated June 8, 2009 between Tim Coupland and Dynamic Gold Corp.******
10.15   Loan Amending Agreement dated June 8, 2009 between Tim Coupland and Dynamic Gold Corp.******
10.16   Promissory Notes dated September 14, 2009, December 29, 2009 and June 18, 2010 between Tim Coupland and Dynamic Gold Corp.*******
10.17   Loan Amending Agreements dated September 14, 2009, December 29, 2009, January 8, 2010 and June 18, 2010 between Tim Coupland and Dynamic Gold Corp.*******
10.18   Promissory Notes dated October 29, 2010 and March 12, 2011 between Tim Coupland and Dynamic Gold Corp. ********
10.19   Loan Amending Agreements dated October 29, 2010, and March 12, 2011 between Tim Coupland and Dynamic Gold Corp. ********
10.20   Promissory Notes dated September 22, 2011, January 7, 2012 and May 8, 2012 between Tim Coupland and Dynamic Gold Corp.*********
10.21   Loan Amending Agreements dated September 22, 2011, January 7, 2012 and May 8, 2012 between Tim Coupland and Dynamic Gold Corp.*********
10.22   Promissory Notes dated September 8, 2012, January 8, 2013 and February 5, 2013 between Tim Coupland and Dynamic Gold Corp.
10.23   Loan Amending Agreements dated September 8, 2012, January 8, 2013 and February 5, 2013 between Tim Coupland and Dynamic Gold Corp.
10.24   Consent of Independent Registered Public Accounting Firm.
21   Subsidiaries*****
31.a   Certificate of CEO as Required by Rule 13a-14(a)/15d-14
31.b   Certificate of CFO as Required by Rule 13a-14(a)/15d-14
32.a   Certificate of CEO and CFO as Required by Rule Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code
99.1   Claims location map***
99.2   Comprehensive National Instrument 43-101 Technical Report****

 

* Included in our original SB-2 Registration Statement filed on December 9, 2004.
** Included in our 10-QSB filed on February 14, 2008.
*** Included in our SB-2 Amended Registration Statement filed on October 19, 2005.
**** Included in our 8K filed on June 6, 2008.
***** Included in our 10-KSB filed on September 24, 2008.
****** Included in our 10-K filed on September 15, 2009.
******* Included in our 10-K filed on September 15, 2010.
******* * Included in our 10-K filed on September 23, 2011.
******* ** Included in our 10-K filed on September 14, 2012.

 

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Fees and Services

 

The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current and prior principal accountants:

 

   2017   2016 
Audit fees*  $5,000   $4,000 
Audit-related fees**   3,200    3,900 
Tax fees   -    - 
All other fees   -    - 
Total fees paid or accrued to our principal accountants  $8,200   $7,900 

 

* Audit fees consist of fees related to professional services rendered in connection with the audit of our annual consolidated financial statements.

** Audit related fees consist of fees related to professional services rendered in connection with the review of our quarterly reports on Form 10-Q.

 

Pre-Approval Policies and Procedures

 

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years.

 

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SIGNATURE

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  HARTFORD RETIREMENT NETWORK CORP.
  BY: /s/ Lianyue Song
   

Lianyue Song, President and Chief Executive Officer

 

   

 

BY:

/s/ Jimmy Zhou

    Jimmy Zhou, Chief Financial Officer
 
   
  DATE: September 28, 2017

 

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

  BY: /s/ Lianyue Song
   

Lianyue Song, President and Chief Executive Officer

     
  Date: September 28, 2017
     
 

BY:

/s/ Jimmy Zhou

    Jimmy Zhou, Chief Financial Officer
     
  DATE: September 28, 2017

 

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