true FY 0001482554

 0001482554

 2022-08-01
 2023-07-31

 0001482554

 2023-01-31

 0001482554

 2024-03-05

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C.

 FORM
 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended July 31, 2023

 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____ to _____

 Commission file number 000-54439

 Hartford
Great Health Corp.

 (Exact name of registrant as specified in its charter)

 Nevada

 51-0675116

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 8832 Glendon Way, Rosemead, California

 91770

 (Address of principal executive offices)

 (Zip Code)

 (626) 321-1915

 ( Registrant's telephone number, including
area code)

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the issuer (1) filed
all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 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 No

 Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

 Indicate by checkmark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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.

 January 31, 2023 the last business day of the Registrant's
most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant
(without admitting that any person whose shares are not included in such calculation is an affiliate) was $ 1,244,223

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive o cers during the relevant recovery period pursuant to
§240.10D-1(b).

 Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common stock, par value $0.001 par value

 HFUS

 OTC Markets Group

 Securities registered pursuant to Section 12(g) of
the Act: Common Stock, Par value $0.001

 State the number of shares outstanding of each of
the issuer's classes of common equity, as of the latest practicable date: 100,108,000 shares of common stock outstanding as of March 5, 2024.

 Audit
 Firm Id

 Auditor
 Name:

 Auditor
 Location

 2485

 Simon
 & Edward, LLP

 Rowland Heights, California

 EXPLANATORY
NOTE

 This
Amendment No. 1 to Hartford Great Health Corp. ("the Company") Annual Report on Form 10-K for the annual period from August
1, 2022 to July 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on October 30, 2023
(the "Original Filing"), is to amend Part III Item 12 of the 2023 Form 10-K to correct the errors in the table of beneficial
ownership of common stock by certain beneficial owners and management as of October 30, 2023.

 This
Amendment speaks as of the filing date of the Original Form 10-K and does not reflect events occurring after the filing of the Original
Form 10-K. No revisions are being made to the Company's financial statements or any other disclosure contained in the Original
Form 10-K. Because no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 As
of October 30, 2023, there are a total of 100,108,000 shares of our common stock outstanding, our only class of voting securities
currently outstanding. The following table describes the ownership of our voting securities by: (i) each of our officers and directors;
(ii) all of our officers and directors as a group; and (iii) each shareholder known to us to own beneficially more than 5% of our common
stock. All ownership is direct, unless otherwise stated.

 Shares

 Beneficially

 Percentage

 Name
 of Beneficial Owner

 Address
 of Beneficial Owner

 Owned
 Number

 (%)

 RM
 3806 218 WUSONG RD, HONGKOU DISTRICT

 YUAN
 LU

 SHANGHAI,
 CHINA

 10,000

 0.01
 %

 ROSE
 HONG WANG

 CARRIAGE HOUSE DRIVE, ARCADIA, CA 91006

 724,000

 0.72
 %

 XIN
 DONG

 8832
 GLENDON WAY, ROSEMEAD, CA 91770

 10,000

 0.01
 %

 SHENG-YIH
 CHANG

 8832
 GLENDON WAY, ROSEMEAD, CA 91770

 1,000,000

 1.00
 %

 Total
 Officers and Directors (4)

 1,744,000

 1.74
 %

 Each
shareholder known to us to own beneficially more than 5% of our common stock:

 Shares
 Beneficially

 Percentage

 Name
 of Beneficial Owner

 Address
 of Beneficial Owner

 Owned
 Number

 (%)

 LIANYUE
 SONG

 8832
 GLENDON WAY, ROSEMEAD, CA 91770

 85,165,200

85. 07
 %

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

 3.
 Exhibits

 The
following documents are filed as a part of this Form 10-K/A:

 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Rose Hong Wang.

 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Sheng-Yih Chang

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 HARTFORD
 GREAT HEALTH CORP.

 Date:

 By:

 /s/
 ROSE HONG WANG

 Rose
 Hong Wang

 Chief
 Executive Officer

 Pursuant
to the 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.

 Name

 Title

 Date

 /s/
 Rose Hong Wang

 Chief Executive Officer, President, Dir.

 Rose
 Hong Wang

 (Principal Executive Officer)

 /s/
 Sheng-Yih Chang

 Chief Financial Officer, Dir

 Sheng-Yih
 Chang

 (Principal Accounting Officer)

 /s/
 Yuan Lu

 Director

 Yuan
 Lu

 /s/
 Xin Dong

 Director

 Xin
 Dong


true FY 0001414767

 2022-05-01
 2023-04-30

 NCPL:CommonStockParValue0.001PerShareMember

 2022-05-01
 2023-04-30

 NCPL:RedeemableWarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf5.19Member

 2022-05-01
 2023-04-30

 2022-10-31

 2023-07-26

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 ( Amendment
No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: April 30, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
File Number: 001-41443

 NETCAPITAL
 INC.

 (Exact
 name of registrant as specified in its charter)

 Utah

 87-0409951

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 Lincoln Street Boston, MA 02111

 (Address
 of Principal Executive Offices)

 (781) 925-1700

 (Registrant's
 telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share

 NCPL

 The
 Nasdaq Stock Market LLC

 Redeemable
 warrants exercisable for one share of Common Stock at an exercise price of $5.19

 NCPLW

 The
 Nasdaq Stock Market LLC

 Securities
registered under Section 12(g) of the Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act:

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 Filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of registrant's voting and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 of
the Exchange Act) computed by reference to the average bid and asked price of such common equity on October 31, 2022 was $ 4,424,996.

 As
of July 26, 2023 the registrant has one class of common equity, and the number of shares outstanding of such common equity was 9,415,382

 Documents
Incorporated By Reference: None.

 Auditor Name

 Auditor Firm ID

 Auditor
 Location

 Fruci
 & Associates

 5525

 Spokane, Washington

 EXPLANATORY
NOTE

 Netcapital
Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A ("Amendment") to its Annual Report on Form
10-K for the fiscal year ended April 30, 2023, as originally filed with the Securities and Exchange Commission on July 26, 2023 (the
"Original Filing"), solely to replace Exhibit 23.1— Consent of Independent Registered Public Accounting Firm
included in the Original Filing with a corrected Exhibit 23.1. The Exhibit 23.1 included in the Original Filing inadvertently omitted
the Registration Statement on Form S-3 (File No. 333-267921) from the list of registration statements as to which consent was provided
by Fruci & Associates II, PLLC.

 This
Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Form 10-K or modify
or update disclosures that may be affected by subsequent events. No revisions are being made to the Company's financial statements
or any other disclosure contained in the Form 10-K. This Amendment is an exhibit-only filing. Except for Exhibit 23.1, this Amendment
does not otherwise update any exhibits as originally filed or previously amended.

 In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications
by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant
to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment
does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications
have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States
Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

 - 2 -

 PART
IV

 ITEM
15. FINANCIAL STATEMENTS AND EXHIBITS.

 Exhibit
 Number

 Description

 23.1*

 Consent of Independent Registered Public Accounting Firm

 31.3*

 Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

 31.4*

 Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

 *
Filed herewith.

 - 3 -

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 NETCAPITAL
 INC.

 Date:
 March 5, 2024

 By:

 /s/
 Martin Kay

 Martin
 Kay

 Chief
 Executive Officer and Director

 (Principal
 Executive Officer)

 - 4 -