UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
(Rule
14c-101)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
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[X]
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Definitive
Information Statement
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HARTFORD
RETIREMENT NETWORK CORP.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:___________
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(2)
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Aggregate
number of securities to which transaction applies:___________
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):____________
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(4)
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Proposed
maximum aggregate value of transaction:____________
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(5)
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Total
fee paid:____________
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Fee
paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount
Previously Paid:___________
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(2)
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Form,
Schedule or Registration Statement No.:___________
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(3)
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Filing
Party:___________
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(4)
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Date
Filed:___________
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HARTFORD
RETIREMENT NETWORK CORP.
8780
Valley Blvd., Suite J
Rosemead,
California 91770
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
This
information statement has been mailed on or about May 4, 2018 to the shareholders of record on April 23, 2018 (the “Record
Date”) of Hertford retirement Network Corp., a Nevada corporation (the “Company”), in connection with certain
actions to be taken by the written consent by the holder of a majority of the voting power of the outstanding capital stock of
the Company, dated as of April 23, 2018. The actions to be taken pursuant to the written consent may be taken on or about May
24, 2018, 20 days after the mailing of this information statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
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By Order
of the Board of Directors,
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/s/
Ziyun Xu
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Chief Executive Officer
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NOTICE
OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF THE SHAREHOLDER HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING
SHARES OF STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS.
To
the Company’s Shareholders:
NOTICE
IS HEREBY GIVEN
that the following action has been approved pursuant to the written consent of the Company’s Board of
Directors and by written consent of the holder of a majority of the voting power of the outstanding capital stock of the Company
dated April 23, 2018, in lieu of a special meeting of the shareholders.
To
approve an amendment to the Company’s articles of incorporation to change the Company’s name to:
“HQDA
ELDERLY LIFE NETWORK CORP.”
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the record date of April 23, 2018 (the “Record Date”), the Company’s authorized capitalization consisted
of 200,000,000 shares of Common Stock, of which 92,975,000 shares were issued and outstanding and 10,000,000 shares of Preferred
Stock of which none were issued and outstanding. Each share of Common Stock entitles its holder to one vote on each matter submitted
to the shareholders. However, because shareholders holding a majority of the voting rights of all outstanding shares of common
stock as of April 23, 2018 have voted in favor of the foregoing action by resolution dated April 23, 2018, no other shareholder
consents will be solicited in connection with this Information Statement.
Shareholders
of record on the Record Date will be entitled to receive this Notice and Information Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions described herein will not be implemented until
a date at least 20 days after the date on which this Information Statement has been mailed to the shareholders. The Company anticipates
that the Amendment will be effectuated on or about May 24, 2018.
What
action was taken by written consent?
We
obtained stockholder consent for the approval of the amendment to our articles of incorporation to change the name of the Company
to HQDA Elderly Life Network Corp.
How
many shares of voting stock were outstanding on the Record Date?
On
the Record Date, the date we received the consent of the holder of a majority of the voting power of our stockholders, there were
92,975,000 shares of Common Stock outstanding.
What
vote was obtained to approve the amendment to the articles of incorporation described in this information statement?
We
obtained the approval of the holder of 52,500,000 shares of Common Stock, or approximately 56.5% of the voting power of our common
stockholders eligible to vote on the amendment to our articles of incorporation.
AMENDMENT
TO THE ARTICLES OF INCORPORATION
TO
CHANGE THE NAME OF THE COMPANY
Name
Change
On
April 23, 2018 the Board of Directors of the Company approved, declared it advisable and in the Company’s best interest,
and directed that there be submitted to the holder of a majority of the Company’s common stock for approval, the prospective
amendment to the Company’s Articles of Incorporation to change the name of the Company to HQDA Elderly Life Network Corp.
(the “Name Change Amendment”). On April 23, 2018, the stockholder of the Company owning a majority of the Company’s
outstanding voting stock (the “Majority Stockholder”) approved the Name Change Amendment by written consent, in lieu
of a special meeting of the stockholders.
The
Board of Directors of the Company and the Majority Stockholder believe that it is advisable and, in the Company’s, best
interests to authorize and approve the Name Change Amendment in order to more accurately reflect additions to the Company’s
business focus with the change of control disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April
12, 2018.
The
Name Change Amendment, a copy of which is attached to this Information Statement as Exhibit A, will be filed with the Nevada Secretary
of State with an expected effective date of May 24, 2018.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of the Record
Date by (i) each person who is known by us to beneficially own more than 5% of the Company’s Common Stock; (ii) each of
the Company’s officers and directors; and (iii) all of the Company’s officers and directors as a group. Unless otherwise
indicated, the percentage ownership is based on 92,975,000 shares of common stock issued and outstanding as of the Record Date.
Shares of common stock subject to options or warrants currently
Beneficial
ownership has been determined in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”)
and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table
below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
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Name
and Address
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Amount
of Beneficial Ownership
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Percent
of Class
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HQDA
International Holdings Ltd.
Unit
1206, Greenfield Tower, Concordia Plaza #1 Science Museum Road, Kowloon, Hong Kong
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Common
Stock
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52,500,000
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(1)
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56.5
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%
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Ziyun
Xu, Pres./CEO/ Chairperson of the Board
3
rd
Floor, Asia International Hotel
YueXiu
District, Guangzhou City, China
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Common
Stock
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52,500,000
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(1)
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56.5
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%
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Lianyue
Song, Director
8780
Valley Blvd., Ste. J, Rosemead, CA 91770
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Common
Stock
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5,225,000
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(2)
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5.6
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%
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Jimmy
Zhou, CFO/Sec. & Director
8780
Valley Blvd., Ste. J, Rosemead, CA 91770
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Common
Stock
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137,500
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*
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Hartford
International Retirement Network, Inc.
8780
Valley Blvd., Ste. J, Rosemead, CA 91770
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Common
Stock
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5,225,000
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(2)
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5.6
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%
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Haixiang
Shen
3
rd
Floor, Asia International Hotel
YueXiu
District, Guangzhou City, China
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Common
Stock
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-0-
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-0-
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Peigeng
Xu
3
rd
Floor, Asia International Hotel
YueXiu
District, Guangzhou City, China
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Common
Stock
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-0-
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-0-
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Directors
and officers as a group (5)
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Common
stock
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58,000,000
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62.3
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%
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*
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Less
than 1%
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(1)
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Ms.
Xu, the CEO of the Company, is the President and controlling shareholder of HQDA International Holdings Ltd., and as such
Ms. Xu has discretionary voting and investment authority over these shares.
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(2)
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Mr.
Song, the President of the Company, is the President and controlling shareholder of Hartford International Retirement Network,
Inc, and as such Mr. Song has discretionary voting and investment authority over these shares.
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DESCRIPTION
OF SECURITIES
General
The
following summary includes a description of material provisions of our capital stock.
Authorized
and Outstanding Securities
We
have the authority to issue up to 200,000,000 shares of Common Stock, $0.001 par value and 10,000,000 shares of Preferred Stock,
$0.001 par value. As of April 23, 2018, there were 92,975,000 shares of Common Stock issued and outstanding and no shares of Preferred
Stock issued and outstanding.
Common
Stock
The
holders of our Common Stock are entitled to one vote per share on all matters requiring a vote of the stockholders, including
the election of directors. Holders of Common Stock do not have cumulative voting rights. Holders of Common Stock are entitled
to share ratably in dividends, if any, as may be declared from time to time by the Board in its discretion from funds legally
available therefore, subject to preferences that may be applicable to preferred stock, if any, then outstanding. At present, we
have no plans to issue dividends. See “Dividend Policy” for additional information. In the event of a liquidation,
dissolution or winding up of the Company, the holders of Common Stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The Common
Stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. Currently there is no public market for our Common Stock.
Preferred
Stock
The
Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number
of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also
authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of
such series than outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Currently
there are no Preferred Stock issued and outstanding.
Dividend
Policy
Dividends,
if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment
of dividends, if any, will be within the discretion of our Board. We intend to retain earnings, if any, for use in its business
operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by
the words “expects,” “projects,” “believes,” “anticipates,” “intends,”
“plans,” “predicts,” “estimates” and similar expressions.
The
forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that
we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events
that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed
or forecast in the forward-looking statements.
You
should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any
person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different
information. You should not assume that the information in this Information Statement is accurate as of any date other than the
date on the front of the document.
DISSENTER’S
RIGHTS
Under
the Nevada Revised Statutes, holders of shares of Common Stock are not entitled to dissenters’ rights with respect to any
aspect of the Amendment, and we will not independently provide holders with any such right.
ADDITIONAL
INFORMATION
The
Company will provide upon request and without charge to each shareholder receiving this Information Statement a copy of the Company’s
Annual Report on Form 10-K filed on September 28, 2017, which includes audited financial statements for the years ended June 30,
2017 and 2016, and the quarterly reports on Form 10-Q for the quarters ended September 30,2017 and December 31, 2017, including
the financial statements and financial statement schedule information included therein, as filed with the Commission. Reports
and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission
at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission,
Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site
on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers
that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System.
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By order
of the Board of Directors
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May 4, 2018
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/s/Ziyun
Xu
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Ziyun Xu
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Chief Executive Officer
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Exhibit
A
Certificate
of Amendment
To
the
Articles
of Incorporation
Pursuant
to the provisions of the Sections 78.385 and 78.390 of the Nevada Revised Statutes (NRS), the undersigned corporation adopts the
following Certificate of Amendment to its Articles of Incorporation:
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1.
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Name
of corporation: HARTFORD RETIREMENT NETWORK CORP.
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2.
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The
articles have been amended as follows:
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Article
1 is amended to change our corporate name to “HQDA ELDERLY LIFE NETWORK CORP.”
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3.
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The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as
may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 56.5%%.
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4.
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Effective
date and time of filing: (optional) Date: _______________ Time: _________________
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5.
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Signature:
(required)
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/s/
Ziyun Xu
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Signature
of Officer: Ziyun Xu, Pres. /CEO
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HQDA Elderly Life Network (CE) (USOTC:HQDA)
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