The advertising company would steer most of the proceeds into a short-video app it launched only weeks ago, even as it warns of substantial doubt about its ability to keep operating.

July 15, 2026

Hartford Creative Group, a Nevada-incorporated advertising company that runs nearly all of its operations through subsidiaries in China, is looking to raise as much as $20 million and move its stock from the over-the-counter market onto a national exchange.

The company, which trades on OTC Markets under the symbol HFUS, plans to sell up to 5 million new common shares at an assumed price of $4.00 each. It has applied to list on the Nasdaq Capital Market under the same ticker, and the deal cannot close unless Nasdaq approves the listing. There is no over-allotment option. On July 10, 2026, HFUS last changed hands at $4.00 on the OTC market, matching the assumed offering price.

WestPark Capital is acting as representative and lead managing underwriter, with American Trust Investment Services also named. Underwriters would receive a 7% discount, or $0.28 a share, leaving the company with $3.72 a share before expenses, or $18.6 million at the top of the range. After the underwriting discount, a 2% non-accountable expense allowance, and other offering costs, the company estimates net proceeds of roughly $17.3 million. Insiders and holders of 5% or more of the stock have agreed to a six-month lock-up.

A pivot funded by the raise

The most notable feature of the plan is where the money would go. Hartford built its current business on digital advertising placement for small and mid-sized enterprises, a service it launched only in January 2024. Yet the bulk of the net proceeds is aimed not at that business but at a newer one:

• 50% — marketing for a short-drama streaming application called YYYS
• 20% — research and development tied to the mini-drama business
• 10% — expanding the advertising operation that generates essentially all current revenue
• 20% — working capital and general corporate purposes

YYYS is new. The app reached Google Play in the United States in early May 2026 and the Apple App Store in the United States in early June 2026, offering more than 160 short dramas at launch. Management wants to grow the library to about 1,200 titles by the end of 2026 and roughly 5,000 by the end of 2027. The company cautions that the venture is at an early stage with no assurance of commercial success, and the numbers so far reflect that: mini-drama contributed only about $72,000 in the nine months to April 30, 2026, against roughly $36,000 in all of fiscal 2025.

The advertising engine

The advertising side remains the source of nearly all revenue. Hartford describes its core service as cross-media placement for SMEs, spanning campaign design, execution, monitoring, and optimization across major platforms, and it has begun extending that work internationally, including TikTok campaigns aimed at markets outside China. It reported roughly 48 advertising customers in the nine months to April 30, 2026, up from about 43 a year earlier, a base it says spans in-house advertisers, agencies, and larger holding companies. Leadership on that side includes a China regional business head the company presents as a fifteen-year veteran of internet advertising who previously worked at a ByteDance unit.

Small but profitable, with a going-concern warning

Hartford is a modest operation. Advertising revenue was about $2 million in the fiscal year ended July 31, 2025, up from roughly $1.4 million a year earlier, and total revenue for the nine months ended April 30, 2026 was about $1.6 million. The company was profitable across those periods, reporting net income of about $1.1 million for fiscal 2025 and about $0.6 million for the nine-month stretch.

Even so, the company discloses substantial doubt about its ability to continue as a going concern within the year following issuance of its latest interim statements. It attributes that doubt to its early-stage transition to a new business model, a limited operating history under that model, an accumulated deficit of about $4.2 million, and its dependence on future performance and financing. As of April 30, 2026 it reported total stockholders’ equity of about $0.9 million and positive working capital of roughly $0.5 million, an improvement from a working-capital deficit a year earlier.

The offering would sharply reset the balance sheet. New investors buying at $4.00 would face immediate dilution of $3.41 a share, since historical net tangible book value was about a penny per share. On a pro forma basis the company puts adjusted net tangible book value at $0.59 a share after the raise, and it notes that each $1.00 move in the offering price would shift that pro forma figure by about $4.6 million.

The China overhang

Although Hartford is a U.S. holding company, a substantial majority of its operations are conducted by three operating entities in Shanghai, Shaoxing, and Nanjing. Buyers of the stock would own shares in the Nevada parent rather than any direct equity in the Chinese businesses, a structure the company warns Chinese regulators could disallow. The prospectus devotes extensive space to the risks of operating in China, including the possibility that authorities treat the company as subject to their jurisdiction, restrictions on moving cash and paying dividends out of the country, and the reach of the China Securities Regulatory Commission’s overseas-listing rules. The company takes the position that, as a Nevada entity, it need not complete CSRC filing procedures before this offering, while acknowledging that Chinese authorities could see it differently.

Management has also pointed to demand it hopes to convert into future business. In April 2026 the company entered non-binding framework agreements with several large customers carrying an aggregate contract value of about RMB 500 million, though it stresses that actual revenue will depend on individual service orders and offers no assurance about amounts or timing.

Background and terms

Hartford has changed shape more than once. It was incorporated in Nevada in 2008 as PhotoAmigo, became Hartford Great Health Corp. in 2018, and took its current name in May 2024. It completed a 1-for-4 reverse stock split in March 2025. About 25 million shares are outstanding, a total that would rise to roughly 30 million after the offering. Odyssey Transfer and Trust Company is the transfer agent. The document is a combined prospectus that also carries forward shares registered under an earlier registration statement declared effective in September 2025 and serves as a post-effective amendment to it. Management would retain broad discretion over how the proceeds are ultimately spent.