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ZHRH Corp. – ‘10-Q’ for 3/31/22

On:  Wednesday, 5/18/22, at 4:01pm ET   ·   For:  3/31/22   ·   Accession #:  1520138-22-213   ·   File #:  333-192874

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/18/22  ZHRH Corp.                        10-Q        3/31/22   36:1.5M                                   West Coast Stock… Inc/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Form 10-Q for Period Ending March 31, 2022          HTML    308K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     17K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     17K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     13K 
 5: EX-32.2     Certification -- §906 - SOA'02                      HTML     13K 
11: R1          Cover                                               HTML     60K 
12: R2          Balance Sheets (Unaudited)                          HTML     82K 
13: R3          Balance Sheets (Unaudited) (Parenthetical)          HTML     21K 
14: R4          Statements of Operations and Comprehensive Income   HTML     52K 
                (Unaudited)                                                      
15: R5          Statements of Cash Flows (Unaudited)                HTML     67K 
16: R6          Statements of Stockholders' Equity (Deficit)        HTML     49K 
                (Unaudited)                                                      
17: R7          Organization and basis of accounting                HTML     20K 
18: R8          Going Concern                                       HTML     16K 
19: R9          Summary of significant accounting policies          HTML     26K 
20: R10         Note 4 - Related Party Transactions                 HTML     20K 
21: R11         Convertible notes                                   HTML     27K 
22: R12         Common stock                                        HTML     20K 
23: R13         Additional paid in capital                          HTML     15K 
24: R14         Subsequent Events                                   HTML     15K 
25: R15         Summary of significant accounting policies          HTML     34K 
                (Policies)                                                       
26: R16         Convertible notes (Tables)                          HTML     22K 
27: R17         Organization and basis of accounting (Details       HTML     14K 
                Narrative)                                                       
28: R18         Note 4 - Related Party Transactions (Details        HTML     48K 
                Narrative)                                                       
29: R19         Convertible notes (Details)                         HTML     22K 
30: R20         Common stock (Details Narrative)                    HTML     26K 
31: R21         Additional paid in capital (Details Narrative)      HTML     16K 
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35: JSON        XBRL Instance as JSON Data -- MetaLinks              122±   160K 
36: ZIP         XBRL Zipped Folder -- 0001520138-22-000213-xbrl      Zip     65K

‘10-Q’   —   Form 10-Q for Period Ending March 31, 2022

Document Table of Contents

Page (sequential)   (alphabetic) ↑Top
 
11st Page  –  Filing Submission
"Table of Contents
"Part I -- FINANCIAL INFORMATION
"Item 1
"Financial Statements (unaudited)
"F-1
"Item 2
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 3
"Quantitative and Qualitative Disclosures about Market Risk
"Item 4
"Controls and Procedures
"Part II -- OTHER INFORMATION
"Legal Proceedings
"Item 1A
"Risk Factors
"Unregistered Sales of Equity Securities and Use of Proceeds
"Defaults Upon Senior Securities
"Mine Safety Disclosures
"Item 5
"Item 6
"Exhibits
"Signatures

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended  i March 31, 2022

 

Or

 

 i o 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  i 333-192874

 

 i ZHRH CORPORATION
(Exact name of registrant as specified in its charter)

 

 i Nevada    i 99-0369270

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

     
 i 50 West Liberty St. Suite 880
 i Reno,  i NV		    i 89501
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code  i 775- i 322-0626

 

Former name, former address and former fiscal year, if changed since last report: N/A

 

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

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
N/A   N/A   N/A

 

Indicate 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.  x  i Yes   o 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x  i Yes   o No

 

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

 

Large accelerated filer o Accelerated filer o
 i Non-accelerated Filer x Smaller reporting company  i x
    Emerging growth company  i o

 

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. o

 

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

 

The number of shares outstanding of the registrant’s common stock as of May 18, 2022 was  i 75,000,000 shares.

 

DOCUMENTS INCORPORATED BY REFERENCE — NONE

 

 
 C: 

 

 

TABLE OF CONTENTS

 

Part I – FINANCIAL INFORMATION 3
     
Item 1. Financial Statements (unaudited) F-1
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 14
     
Item 4. Controls and Procedures 14
     
Part II – OTHER INFORMATION 15
     
Item 1. Legal Proceedings 15
     
Item 1A. Risk Factors 15
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
     
Item 3. Defaults Upon Senior Securities 15
     
Item 4. Mine Safety Disclosures 15
     
Item 5. Other Information 15
     
Item 6. Exhibits 16
     
SIGNATURES 18
 C: 

- C: 2-

Table of Contents

PART I FINANCIAL INFORMATION

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled ” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to ZHRH CORPORATION, a Nevada corporation and its subsidiaries, unless the context requires otherwise.

 C: 

-3-

Table of Contents

Item 1. Financial Statements.

 

ZHRH Corp

formerly known as

Ketdarina Corp.

Balance Sheets

(Stated in U.S. Dollars)

 

   March 31,   June 30, 
   2022   2021 
ASSETS          
Current assets          
Cash and cash equivalents  $ i 10,349   $— 
Total current assets  $ i 10,349    — 
           
TOTAL ASSETS  $ i 10,349   $— 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accrued liabilities and other current liabilities  $ i 123,866   $ i 60,664 
Related parties loan payable    i 228,382     i 108,020 
Convertible note, net of discount    i 149,355    — 
Common stock payable    i 100,000    — 
Total current liabilities    i 601,604     i 168,684 
TOTAL LIABILITIES    i 601,604     i 168,684 
           
COMMITMENTS & CONTINGENCIES   —    — 
           
STOCKHOLDERS’ DEFICIT          
Common stock,  i  i no /  par value;  i  i 75,000,000 /  shares authorized,  i  i  i  i 75,000,000 /  /  /  shares issued and outstanding at March 31, 2022 and June 30, 2021    i 75,000     i 75,000 
Additional paid-in capital   ( i 15,115)   ( i 20,916)
Accumulated deficit   ( i 651,140)   ( i 222,768)
TOTAL STOCKHOLDERS’ DEFICIT   ( i 591,255)   ( i 168,684)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $ i 10,349   $ i — 

 

See accompanying notes to the financial statements

 C: 

F-1

Table of Contents

ZHRH Corp

formerly known as

Ketdarina Corp.

Statements of Operations and Comprehensive Income

(Stated in U.S. Dollars)

 

   For the three months ended   For the nine months ended 
   March 31,   March 31, 
   2022   2021   2022   2021 
Operating expenses                    
Legal fees    i 9,681     i 18,000     i 137,093     i 23,000 
Audit and accounting fees    i 52,000    —     i 111,000    — 
Consulting fees    i 101,069     i 40,003     i 145,209     i 50,717 
General and administrative expense    i 1,402    —     i 11,601     i 6,173 
Total operating expense    i 164,152     i 58,003     i 404,903     i 79,890 
                     
Loss from operations   ( i 164,152)   ( i 58,003)   ( i 404,903)   ( i 79,890)
                     
Other income (expense)                    
Interest expense   ( i 4,113)   —    ( i 4,113)   — 
Amortization of debt discount   ( i 19,355)   —    ( i 19,355)   — 
Total other income (expense)   ( i 23,468)   —    ( i 23,468)   — 
                     
Net income  $( i 187,620)  $( i 58,003)  $( i 428,371)  $( i 79,890)
Net income per common share – basic and diluted  $—   $( i 0.02)  $( i 0.01)  $( i 0.02)
Weighted average common shares outstanding – basic and diluted    i 75,000,000     i 3,740,000     i 75,000,000     i 3,740,000 

 

 

See accompanying notes to the financial statements

 C: 

F-2

Table of Contents

ZHRH Corp

formerly known as

Ketdarina Corp

Statements of Cash Flows

(Stated in U.S. Dollars)

 

   For the Nine Months Ended 
   March 31,   March 31, 
   2022   2021 
Cash flows from operating activities          
Net loss  $( i 428,371)   ( i 79,890)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities          
Amortization of debt discount    i 19,355    — 
Changes in assets and liabilities          
Increase in accruals and other payables    i 62,202     i 7,000 
Increase in related party payables    i 126,163     i 54,535 
Net cash used in operating activities   ( i 219,651)   ( i 18,355)
           
   Proceeds from Convertible note    i 230,000    — 
   Payments on related party debt   —     i 18,355 
Net cash used in financing activities    i 230,000     i 18,355 
           
Net increase in cash and cash equivalents    i 10,349    — 
Effect of foreign currency translation on cash and cash equivalents   —    — 
Cash and cash equivalents–beginning of period   —    — 
Cash and cash equivalents–end of period    i 10,349    — 
           
Supplementary cash flow information:          
Interest paid  $—    — 
Income taxes paid  $—    — 
           
Non-Cash Financing and Investing Activities:          
Forgiveness of related party debt   ( i 5,801)   — 
Payment on related party debt   —     i 18,355 
Common stock issuable in conjunction with Convertible Note    i 100,000    — 

 

See accompanying notes to the financial statements

 C: 

F-3

Table of Contents

ZHRH Corp

formerly known as

Ketdarina Corp

Statements of Stockholders’ Equity (Deficit)

(Stated in U.S. Dollars)

 

For the nine months ended March 31, 2022 
                     
                   Total 
   Common Stock       Additional Paid In   Accumulated   Stockholders’ 
   Number of Shares   Par Value   Capital   Deficit   Deficit 
                     
Balance - June 30, 2021  $ i 75,000,000   $ i 75,000   $- i 20,916   $- i 222,768   $- i 168,684 
                          
Forgiveness of related party debt   —    —     i 5,801    —     i 5,801 
Net loss   —    —    —    - i 199,918    - i 199,918 
Balance - September 30, 2021  $ i 75,000,000   $ i 75,000   $- i 15,115   $- i 422,686   $- i 362,801 
                          
Net loss   —    —    —    - i 40,834    - i 40,834 
Balance - December 31, 2021  $ i 75,000,000   $ i 75,000   $- i 15,115   $- i 463,520   $- i 403,635 
                          
Net loss   —    —    —    - i 187,620    - i 187,620 
Balance - March 31, 2022    i 75,000,000   $ i 75,000   $- i 15,115   $- i 651,140   $- i 591,255 
  
For the Nine months ended March 31, 2021 
  
                   Total 
   Common Stock       Additional Paid In   Accumulated   Stockholders’ 
   Number of Shares   Par Value   Capital   Deficit   Deficit 
                     
Balance - June 30, 2020  $ i 3,740,000   $ i 3,740   $ i 31,989   $- i 52,444   $- i 16,715 
                          
Net loss   —    —    —    - i 2,500    - i 2,500 
Balance - September 30, 2020  $ i 3,740,000   $ i 3,740   $ i 31,989   $- i 54,944   $- i 19,215 
                          
Net loss   —    —    —    - i 19,388    - i 19,388 
Balance - December 31, 2020  $ i 3,740,000   $ i 3,740   $ i 31,989   $- i 74,332   $- i 38,603 
                          
Shares issued to related party    i 71,260,000     i 71,260    - i 52,905    —     i 18,355 
Net loss   —    —    —    - i 58,003    - i 58,003 
Balance - March 31, 2021  $ i 75,000,000   $ i 75,000   $- i 20,916   $- i 132,335   $- i 78,251 

 

See accompanying notes to the financial statements

 C: 

F-4

Table of Contents

ZHRH Corp

formerly known as

Ketdarina Corp

Notes to Financial Statements

For the nine months ended March 31, 2022 and June 30, 2021

 

 i 

Note 1 – Organization and basis of accounting

 

Basis of Presentation and Organization

 

Ketdarina Corp. was incorporated under the laws of the State of Nevada on July 13, 2011. Until November 19, 2014, we were in the business of wholesale of bedding products to industrial, commercial and institutional retailers, and other professional business users, or to other wholesalers and related subordinated services.

 

On November 19, 2014, as reported in our Form 8-K which was filed with the Securities and Exchange Commission on November 28, 2014, the previous principal shareholders: (a) sold their shares to Western Highlands Minerals, Ltd., a Vietnamese corporation “WHM”); (b) resigned as our management and appointed WHM’s designees as new management, (c) took over the inactive bedding business from us, and (d) cancelled all previous debt which we owed to them.

 

Since the change of control, although engaging in ongoing discussions, WHM and its designees have not entered into any agreements or understandings by which we would acquire any assets or a business.

 

On December 16, 2020, as a result of a receivership in Clark County, Nevada, Case Number: A-20-816621-B, Custodian Ventures LLC (“Custodian”) was appointed receiver of Ketdarina Corp. (the “Company”). On that same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

 

On April 6, 2021, Custodian Ventures LLC (the “Seller”), entered into a Common Stock Purchase Agreement (the “SPA”) pursuant to which the Seller agreed to sell to Calgary Thunder Bay Limited (the “Purchaser”), the  i 71,260,000 shares of common stock of the Registrant (the “Shares”) owned by the Seller, constituting approximately 95.0% of the Registrant’s 75,000,000 issued and outstanding common shares, for $250,000. The sale was consummated on April 13, 2021. As a result of the sale, there was a change of control of the Registrant. There is no family relationship or other relationship between the Seller and the Purchaser, or any of the Purchaser’s affiliates.

 

On that same date, Mr. David Lazar, who was the Registrant’s sole officer and director, submitted his resignation from all management positions and appointed Brett Lovegrove (the “Designee”) as the sole director and officer of the Registrant. As a result thereof, the Designee is now the sole director and officer of the Registrant.

 

The accompanying condensed financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

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Note 2 – Going Concern

 

The accompanying condensed financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

  

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Note 3 – Summary of significant accounting policies

 

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Cash and Cash Equivalents

 

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

 

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Employee Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

 

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Fair Value Measurement

 

The Company values its amounts due to related partings and short term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

 

The three levels of the fair value hierarchy are as follows:

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

 

Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.

 

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

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Subsequent Event

 

The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.

 

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 Recent Accounting Pronouncements 

 

On December 18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company believes this will have an impact on its consolidated financial statements and has therefore implemented this ASU.

 

On January 16, 2020, the FASB issued ASU 2020-01 in response to an EITF consensus. The ASU makes improvements related to the following two topics: (a) Accounting for certain equity securities when the equity method of accounting is applied or discontinued — The ASU clarifies that “an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method.” (b) Scope considerations related to forward contracts and purchased options on certain securities — The ASU clarifies that “for the purpose of applying paragraph 815-10- 15-141(a) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825.” This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe that this ASU will have an impact of this on its consolidated financial statements.

 

In August 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU No. 2020-06 simplifies the accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock will be reported as a single equity instrument, with no separate accounting for embedded conversion features. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. In addition, ASU No. 2020-06 simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU No. 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, ASU No. 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2020. An entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluating the impact of this accounting pronouncement on its financial statements.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

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Note 4 – Related Party Transactions

 

On December 16, 2020, as a result of a receivership in Clark County, Nevada, Case Number: A-20-816621-B, Custodian Ventures LLC (“Custodian”) was appointed receiver of Ketdarina Corp. (the “Company”). On that same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

 

During the fiscal year July 01, 2020 thru April 06, 2021, David Lazar, paid $ i 26,195 of expenses related transfer agent, state registration fees and legal fees on behalf of the company. On March 09, 2021, the Company issued  i 71,260,000 shares of common stock issued at par value of $0.001, as repayment of debt owed to Custodian Ventures, LLC in the amount of $ i 18,355. On April 12, 2021, Custodian Ventures forgave all amounts owing to them by the Company in the amount of $ i 5,801. As of March 31, 2022 and June 30, 2021, a total of $ i 0 and $ i 5,179, remains outstanding to Custodian Ventures, LLC, respectively.

 

During the nine months ended March 31, 2022, Calgary Thunder Bay paid $ i 126,163 of expenses related to accounting, audit, legal and consulting fees. As March 31, 2022, a total of $ i 228,382 remains outstanding to Calgary Thunder Bay Limited.

 

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Note 5 – Convertible notes

 

On January 24, 2022, the Company received $200,000 in exchange for a January 24, 2021 promissory convertible note in the amount of $200,000 from an unrelated third party. The note matures on December 31, 2022 after the issuance date and bears a 10% interest rate. The note is convertible at any time based on the indebtedness of such conversion divided by the value per share of common stock as determined based on a company valuation of $30,000,000. The will be at a current fixed price of $0.40 Due to these provisions, this convertible notes not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging. In addition, this convertible note was issued pursuant to a share purchase agreement between the Company and the note holder. The Company shall issue and sell to Buyer a number of shares of Common Stock equal to (i) $200,000 (the “Shares Purchase Price”) divided by (ii) the value per share of Common Stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of Common Stock as of the Shares Closing (the “Shares”). By way of example and not limitation, in the event that as of the Shares Closing, there are 75,000,000 shares of Common Stock issued and outstanding, Buyer will acquire 500,000 shares of Common Stock ($200,000 divided by $0.40), at a purchase price of $0.40 per share of Common Stock.

 

On March 07, 2022, the Company received $30,000 in exchange for a promissory convertible note in the amount of $30,000 from an unrelated third party. The note matures on December 31, 2022 after the issuance date and bears a 10% interest rate. The note is convertible at any time based on the indebtedness of such conversion divided by the value per share of common stock as determined based on a company valuation of $30,000,000. The will be at a current fixed price of $0.40 Due to these provisions, this convertible notes not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

 

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A summary of value changes to the notes for the nine months ended March 31, 2022 is as follows:

 

 i 
Carrying value of Convertible Notes at July 01, 2021  $ — 
New principal    i 230,000 
Total principal   230,000 
Less: conversion of principal   — 
Less: discount related to fair value of the beneficial conversion feature    i 100,000 
Less: discount related to original issue discount   — 
Less: deferred financing fees   — 
Add: amortization of discount and deferred financing fees    i 19,355 
Carrying value of Convertible Notes at March 31, 2022  $ i 149,355 
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As of March 31, 2022, the was a total unamortized discount remaining in the amount of $80,645 with a remaining life of 275 days or 9 months.

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Note 6 – Common stock

 

On March 09, 2021, the Company issued  i 71,260,000 shares of common stock issued at par value of $0.001, as repayment of debt owed to Custodian Ventures, LLC in the amount of $ i 18,355.

 

As of December 31, 2021,  i 75,000,000 shares of common stock with a par value of $ i 0.001 remain outstanding.

 

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Note 7 – Additional paid in capital

 

On April 12, 2021, Custodian Ventures forgave all amounts owing to them by the Company in the amount of $ i 5,801. This is recorded in additional paid in capital.

 

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Note 8 – Subsequent Events

 

In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements were available to be issued, there was only one material subsequent event.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the results of operations and financial condition of the Company for the quarters ended March 31, 2022 and 2021, should be read in conjunction with the other sections of this Quarterly Report, including the Financial Statements and notes thereto of the Company included in this Quarterly Report. The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Quarterly Report as well as other matters over which we have no control. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report. Operating results for the nine months ended March 31, 2021, are not necessarily indicative of results that may occur in future interim periods or for the full fiscal year.

 

Organizational History of the Company and Overview

 

ZHRH Corporation (“we,” “our,” “us” or the “Company”) was originally incorporated in the State of Nevada on July 13, 2011, as Ketdarina Corp. On May 7, 2021, the Company amended its Articles of Incorporation in Nevada to change its corporate name to ZHRH Corporation, our current name, which became effective on July 16, 2021.

 

Until November 19, 2014, the Company was in the business of wholesale of bedding products to industrial, commercial and institutional retailers, and other professional business users, or to other wholesalers and related subordinated services. On November 19, 2014, the Company’s then principal shareholders sold their shares of the Company to Western Highlands Minerals, Ltd., a Vietnamese corporation (“WHM”), resigned from all positions with the Company and appointed WHM’s designees as new management; WHM then took over the inactive bedding business from the Company, and cancelled all previous debt which was owed to them at that time.

 

In or about 2015, the Company phased out of its prior business and became a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”). The Company is currently a shell company.

 

On December 11, 2020, as a result of a receivership in the Eighth Judicial District Court in Clark County, Nevada, Case Number: A-20-816621-B, the plaintiff creditor in the case, Custodian Ventures LLC (the “Custodian”) received an order from the Clark County Court appointing David Lazar as the receiver of the Company. On the same date, David Lazar was appointed as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. On December 29, 2020, the Company’s Charter was reinstated in the State of Nevada. The receivership was terminated by the Eighth Judicial District Court in Clark County, Nevada, under Case Number: A-20-816621-B on May 10, 2021 and on the same date, the court also discharged Mr. Lazar as the receiver.

 

On March 9, 2021, pursuant to the approval of the board of directors of the Company dated March 9, 2021, the Company issued 71,260,000 shares of common stock, as repayment of debt owed to the Custodian, in the amount of $18,355.

 

On April 6, 2021, the Custodian entered into a Common Stock Purchase Agreement (the “SPA”) with Calgary Thunder Bay Limited (“Calgary”), pursuant to which Calgary purchased 71,260,000 shares of common stock of the Company from the Custodian, representing 95.01% of the total issued and outstanding shares of the Company’s common stock. The sale was consummated on April 13, 2021. As a result of the sale, there was a change of control of the Company.

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On that same date, Mr. David Lazar, who was the Company’s then sole officer and director, submitted his resignation from all positions with the Company and appointed Brett Lovegrove as the sole director and officer of the Company.

 

On May 7, 2021, by consent of the Company’s sole director and Calgary, as majority shareholder, the Company amended its corporate name to ZHRH Corporation and the name change became effective on July 16, 2021.

 

On July 16, 2021, the Company changed its trading symbol from KTDR to ZHEC.

 

On October 4, 2021, the Board of Directors of the Company increased the size of the Board by two persons and appointed each James Purnell Bond and Aymar de Lencquesaing as directors of the Company effective as of October 4, 2021.  On October 4, 2021, the Board of the Company adopted Amended and Restated Bylaws.

 

On October 25, 2021, we entered into an amendment with Blue Oak Advisory Limited (“Blue Oak”) and Zhonguan Ruiheng Environmental Technology Company Limited (“ZHRH China”) (the “Amendment”), which was an amendment to an original agreement between ZHRH China and Blue Oak dated January 6, 2021, (the “Original Agreement”). The Company was not a party to the Original Agreement between ZHRH China and Blue Oak. The Amendment is effective as of October 25, 2021, and sets forth that Mr. Jean-Michel Doublet is to be appointed as the Company’s Chief Executive Officer and Mr. Lionel Therond is to be appointed as the Company’s Chief Financial Officer. The Amendment was entered into with the intent to set forth renumeration to be received by Mr. Jean-Michel Doublet and Mr. Lionel Therond in connection with any proposed business combination in which the Company acquires ZHRH China. The Company has not entered into any agreements, letters of intent or any other oral or written agreements in connection with any proposed business combination in which the Company acquires ZHRH China, other than the Amendment. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with any proposed business combination in which the Company acquires ZHRH China, or that any such business combination can occur at all (the “Proposed Business Combination”).

 

Pursuant to the Amendment, each Mr. Jean-Michel Doublet and Mr. Lionel Therond are to provide 25% of their working hours each week to their duties to the Company in exchange for the following: (i) Blue Oak is to receive an increased success fee under the Original Agreement upon consummation of the Proposed Business Combination, (ii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are each to receive 0.5% of the Company’s common stock on a fully diluted basis upon the occurrence of the Proposed Business Combination to vest 50% upon completion of the Proposed Business Combination and 50% 6 months thereafter and (iii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are each to receive additional shares constituting 1.5% of the Company’s then fully diluted common stock to vest upon the Company’s uplisting to the OTCQB or Nasdaq.

 

On October 25, 2021, Mr. Brett Lovegrove, who has served as the sole director and officer of the Company since April 13, 2021, resigned from all officer positions with the Company effective on the same date.

 

On October 25, 2021, the Board of Directors of the Company took the following actions: (i) appointed Mr. Jean-Michel Doublet as the Company’s Chief Executive Officer, (ii) appointed Mr. Lionel Therond as the Company’s Chief Financial Officer and (iii) appointed Mr. Brett Lovegrove as the Chairman of the Board, all effective on the same date.

 

Mr. Doublet is a beneficial owner of 60% of Blue Oak and is the Chief Executive Officer of Blue Oak. Mr. Lionel Therond is a beneficial owner of 40% of Blue Oak and is a director at Blue Oak.

 

Blue Oak is set to receive remuneration from the Company in connection with the Proposed Business Combination pursuant to the Original Agreement.

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No Current Operations and Shell Status

 

In or about 2015, the Company phased out of its prior business and became a is a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”). The Company is currently a shell company.

 

The Company has no operations at this time, and currently does not have any principal products or services, customers or intellectual property. As the Company has no current operations, it also currently is not subject to any competitive business conditions. Further, the Company is not subject to any government approvals at this time, other than those applicable to it as a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.

 

Prior Receivership

 

On December 11, 2020, as a result of a receivership in the Eighth Judicial District Court in Clark County, Nevada, Case Number: A-20-816621-B, the plaintiff creditor in the case, Custodian Ventures LLC (the “Custodian”) received an order from the Clark County Court appointing David Lazar as the receiver of the Company. On the same date, David Lazar was appointed as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. On December 29, 2020, the Company’s Charter was reinstated in the State of Nevada. The receivership was terminated by the Eighth Judicial District Court in Clark County, Nevada, under Case Number: A-20-816621-B on May 10, 2021 and on the same date, the court also discharged Mr. Lazar as the receiver.

 

Recent Developments

 

Note Purchase Agreement dated March 7, 2022 and Related Agreements

 

On March 7, 2022, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with James Purnell Bond, a member of the Company’s Board of Directors. Pursuant to the Note Purchase Agreement, the Company agreed to sell and issue to Mr. Bond, a convertible promissory note in the principal amount of $30,000 (the “Note”). The Note was issued to Mr. Bond on March 7, 2022. The Note carries an interest rate of 10% per annum and matures on December 31, 2022 (the “Maturity Date”). The Note converts automatically on the first business day following the completion of a transaction between the Company and Zhonghuan Ruiheng Environmental Technology Co., Ltd. (“ZHRH China”) pursuant to which the Company shall obtain a controlling interest in ZHRH China, shall have been completed and the Company shall have obtained such controlling interest, as determined by the Company (the “ZHRH Transaction”), into a number of unregistered and restricted fully paid and nonassessable shares of shares of the Company’s common stock equal to (i) the indebtedness under the Note as of such conversion date divided by (ii) the value per share of common stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of common stock as of such conversion date (the “Conversion Shares”). In the event that the ZHRH Transaction is not completed prior to the Maturity Date, none of the indebtedness under the Note will convert or be convertible into shares of the Company’s common stock and instead the indebtedness under the Note will come due and payable in full. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all. In connection with the Note Purchase Agreement and the Note, on March 7, 2022, the Company entered into an Escrow Agreement (the “Escrow Agreement”) with Mr. Bond, and Anthony L.G., PLLC as the escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, Mr. Bond agreed to deliver the purchase price for the Note to the escrow account to be held by the Escrow Agent, until such time as the Escrow Agent receives an Escrow Release Notice signed by the Company and Mr. Bond instructing the release of the escrowed funds to the Company. The Escrow Agent’s fee under the Escrow Agreement is $2,500 to be paid by the Company.

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Securities Purchase Agreement dated January 24, 2022 and Related Agreements

 

On January 24, 2022, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Badon Partners SAS and Calgary Thunder Bay Limited. Calgary Thunder Bay Limited is the Company’s majority shareholder, holding 71,260,000 shares of the Company’s common stock at this time which constitutes 95.01% of the Company’s issued and outstanding common stock. Xuejiao Fang is the 100% owner of Calgary Thunder Bay Limited and has the power to vote and dispose of the shares held by Calgary Thunder Bay Limited. Badon Partners SAS is 100% owned and controlled by Aymar de Lencquesaing a member of the Company’s Board of Directors. Pursuant to the Securities Purchase Agreement, the Company agreed to sell and issue Badon Partners SAS a convertible promissory note in the principal amount of $200,000 (the “Note”) and to sell and issue to Badon Partners SAS and a number of shares of the Company’s common stock equal to (i) $200,000 (the “Shares Purchase Price”) divided by (ii) the value per share of common stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of common stock as of the “Shares Closing,” as such term is defined in the Securities Purchase Agreement (the “Shares”). The term “Share Closing” is defined in the Securities Purchase Agreement as the first business day after the completion of the ZHRH Transaction. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all. Pursuant to the Securities Purchase Agreement, Calgary Thunder Bay Limited agreed that in the event that the ZHRH Transaction does not occur, and the Note becomes due and payable, Calgary Thunder Bay Limited will transfer 50% of the shares it holds in the Company to Badon Partners SAS in full satisfaction of the indebtedness under the Note. Calgary Thunder Bay Limited also agreed in the Securities Purchase Agreement to not directly or indirectly sell or offer to sell the shares of the Company’s common stock held by Calgary Thunder Bay Limited until the earlier of, full repayment of the Note by the Company or full conversion of the Note. The Note was issued to Badon Partners SAS on January 24, 2022. The Note carries an interest rate of 10% per annum and matures on December 31, 2022 (the “Maturity Date”). The Note converts automatically on the first business day following the completion of the ZHRH Transaction, into a number of unregistered and restricted fully paid and nonassessable shares of shares of the Company’s common stock equal to (i) the indebtedness under the Note as of such conversion date divided by (ii) the value per share of common stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of common stock as of such date conversion date (the “Conversion Shares”). In the event that the ZHRH Transaction is not completed prior to the Maturity Date, none of the indebtedness under the Note will convert or be convertible into shares of the Company’s common stock and Calgary Thunder Bay Limited will transfer to Badon Partners SAS 50% of the shares of the Company’s common stock held by Calgary Thunder Bay limited in accordance with the terms of the Note and the terms of the Securities Purchase Agreement. In connection with the Securities Purchase Agreement and the Note, on January 24, 2022, the Company entered into an Escrow Agreement (the “Escrow Agreement”) with Badon Partners SAS and Anthony L.G., PLLC as the escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, Badon Partners SAS agreed to deliver the purchase price for the Note to the escrow account to be held by the Escrow Agent, until such time as the Escrow Agent receives an Escrow Release Notice signed by the Company and Badon Partners SAS instructing the release of the escrowed funds to the Company. The Escrow Agent’s fee under the Escrow Agreement is $2,500 to be paid by the Company.

 

New Director Appointments

 

On March 9, 2022, the Board of Directors (the “Board”) of the Company increased the size of the Board by three (3) persons and appointed each Jean-Michel Doublet, Lionel Therond, and Cindy Zhongye Li, as directors of the Company effective as of March 9, 2022. Mr. Therond is currently the Company’s Chief Financial Officer, and Mr. Doublet is currently the Company’s Chief Executive Officer.

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Entry into Director Agreements

 

On March 9, 2022, the Board approved the entry of the following directors into director agreements with the Company:

 

● Aymar de Lencquesaing
   
● Brett Lovegrove
   
● Cindy Li
   
● James P. Bond
   
● Jean-Michel Doublet
   
● Lionel Therond
   

as further described in detail below. Brett Lovegrove is currently the Chairman of the Board. Mr. Therond is currently the Company’s Chief Financial Officer, and Mr. Doublet is currently the Company’s Chief Executive Officer.

 

Director Agreement with Aymar de Lencquesaing

 

On March 9, 2022, the Company entered into a Director Agreement with Aymar de Lencquesaing (the “ADL Director Agreement”). Pursuant to the ADL Director Agreement, Mr. de Lencquesaing agreed to perform the duties of a director in accordance with the terms of the ADL Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The ADL Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. de Lencquesaing as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. de Lencquesaing’s resignation as a director of the Company (iii) Mr. de Lencquesaing death or (iv) failure of the shareholders of the Company to re-elect Mr. de Lencquesaing at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

 

Pursuant to the ADL Director Agreement, the Company agreed to indemnify Mr. de Lencquesaing, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. de Lencquesaing’s status as a director in accordance with the terms and conditions set forth in the ADL Director Agreement. Pursuant to the ADL Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company, with Mr. de Lencquesaing being named as an insured party under such insurance, following the completion of a transaction between the Company and Zhonghuan Ruiheng Environmental Technology Co., Ltd. (“ZHRH China”) pursuant to which the Company shall obtain a controlling interest in ZHRH China, shall have been completed and the Company shall have obtained such controlling interest, as determined by the Company (the “ZHRH Transaction”). There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

 

Pursuant to the ADL Director Agreement, the Company agreed to compensate Mr. de Lencquesaing for such services $80,000 per each full year that he serves as a Director of the Company, to be paid as follows:

 

●The deferred cash grant will be made on the closing of the ZHRH Transaction and will be based on the length of Mr. de Lencquesaing service as a director of the Company as of that date at the time of closing (the “First Grant”), however the cash payment of the First Grant will not occur until the one year anniversary of the date of the First Grant.

 

●Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. de Lencquesaing continues to serve as a director of the Company, the Company will grant Mr. de Lencquesaing $20,000 (each a “Quarterly Grant”) with the payment in cash of same to be made on the one year anniversary of each Quarterly Grant.
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Director Agreement with Brett Lovegrove

 

On March 9, 2022, the Company entered into a Director Agreement with Brett Lovegrove (the “BL Director Agreement”). Pursuant to the BL Director Agreement, Mr. Lovegrove agreed to perform the duties of a director in accordance with the terms of the BL Director Agreement with a time commitment of 8-10 days per month, with 4 Board meetings per year. The BL Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. Lovegrove as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Lovegrove’s resignation as a director of the Company (iii) Mr. Lovegrove’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Lovegrove at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

 

Pursuant to the BL Director Agreement, the Company agreed to indemnify Mr. Lovegrove, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. Lovegrove’s status as a director in accordance with the terms and conditions set forth in the BL Director Agreement. Pursuant to the BL Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction and Mr. Lovegrove will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

 

Pursuant to the BL Director Agreement, the Company agreed to compensate Mr. Lovegrove for such services by issuing him shares of the Company’s common stock as follows:

 

●The intent is that for each full year that he serves as a director of the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

 

●The first grant of shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of Mr. Lovegrove’s service as a director of the Company as of that date at the time of closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Mr. Lovegrove ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

 

●Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Lovegrove continues to serve as a director of the Company, the Company will grant Mr. Lovegrove a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Lovegrove) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Lovegrove ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.
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Director Agreement with Cindy Li

 

On March 9, 2022, the Company entered into a Director Agreement with Cindy Li (the “CL Director Agreement”). Pursuant to the CL Director Agreement, Ms. Li agreed to perform the duties of a director in accordance with the terms of the CL Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The CL Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Ms. Li as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Ms. Li’s resignation as a director of the Company (iii) Ms. Li’s death or (iv) failure of the shareholders of the Company to re-elect Ms. Li at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

 

Pursuant to the CL Director Agreement, the Company agreed to indemnify Ms. Li, if she becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Ms. Li’s status as a director in accordance with the terms and conditions set forth in the CL Director Agreement. Pursuant to the CL Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Ms. Li will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

 

Pursuant to the CL Director Agreement, the Company agreed to compensate Ms. Li for such services by issuing her shares of the Company’s common stock as follows:

 

●The intent is that for each full year that she serves as a director of the Company, she’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

 

●The first grant of shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of Ms. Li’s service as a director of the Company as of that date at the time of closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Ms. Li ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

 

●Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Ms. Li continues to serve as a director of the Company, the Company will grant Ms. Li a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Ms. Li) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Ms. Li ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.
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Director Agreement with James P. Bond

 

On March 9, 2022, the Company entered into a Director Agreement with James P. Bond (the “JB Director Agreement”). Pursuant to the JB Director Agreement, Mr. Bond agreed to perform the duties of a director in accordance with the terms of the JB Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The JB Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. Bond as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Bond’s resignation as a director of the Company (iii) Mr. Bond’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Bond at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

 

Pursuant to the JB Director Agreement, the Company agreed to indemnify Mr. Bond, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. Bond’s status as a director in accordance with the terms and conditions set forth in the JB Director Agreement. Pursuant to the JB Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Mr. Bond will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

 

Pursuant to the JB Director Agreement, the Company agreed to compensate Mr. Bond for such services by issuing him shares of the Company’s common stock as follows:

 

●The intent is that for each full year that he serves as a director of the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

 

●The first grant of shares of common stock will be made on the Closing of the ZHRH Transaction and will be based on the length of Mr. Bond’s service as a director of the Company as of that date at the time of Closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Mr. Bond ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

 

●Following the Closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Bond continues to serve as a director of the Company, the Company will grant Mr. Bond a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Bond) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Bond ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.
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Director Agreement with Jean-Michel Doublet

 

On March 9, 2022, the Company entered into a Director Agreement with Jean-Michel Doublet (the “JD Director Agreement”). Pursuant to the JD Director Agreement, Mr. Doublet agreed to perform the duties of a director in accordance with the terms of the JD Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The JD Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. Doublet as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Doublet’s resignation as a director of the Company (iii) Mr. Doublet’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Doublet at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

 

Pursuant to the JD Director Agreement, the Company agreed to indemnify Mr. Doublet, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. Doublet’s status as a director in accordance with the terms and conditions set forth in the JD Director Agreement. Pursuant to the JD Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Mr. Doublet will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

 

Pursuant to the JD Director Agreement, the Company agreed to compensate Mr. Doublet for such services by issuing him shares of the Company’s common stock as follows:

 

●The intent is that for each full year that he serves as a Director of the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

 

●The first grant of shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of Mr. Doublet’s service as a director of the Company as of that date at the time of closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Mr. Doublet ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

 

●Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Doublet continues to serve as a director of the Company, the Company will grant Mr. Doublet a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Doublet) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Doublet ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.
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Director Agreement with Lionel Therond

 

On March 9, 2022, the Company entered into a Director Agreement with Lionel Therond (the “LT Director Agreement”). Pursuant to the LT Director Agreement, Mr. Therond agreed to perform the duties of a director in accordance with the terms of the LT Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The LT Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. Therond as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Therond’s resignation as a director of the Company (iii) Mr. Therond’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Therond at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

 

Pursuant to the LT Director Agreement, the Company agreed to indemnify Mr. Therond, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. Therond’s status as a director in accordance with the terms and conditions set forth in the LT Director Agreement. Pursuant to the LT Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Mr. Therond will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

 

Pursuant to the LT Director Agreement, the Company agreed to compensate Mr. Therond for such services by issuing him shares of the Company’s common stock as follows:

 

●The intent is that for each full year that he serves as a Director of the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

 

●The first grant of shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of Mr. Therond’s service as a director of the Company as of that date at the time of closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Mr. Therond ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

 

●Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Therond continues to serve as a director of the Company, the Company will grant Mr. Therond a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Therond) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Therond ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.

 

New Secretary Appointment

 

On April 11, 2022, the Company appointed Lionel Therond to serve as secretary of the Company effective immediately.

 

Results of Operations for the three months period ended March 31, 2022 and for the three months period ended March 31, 2021

 

For the three months period ended March 31, 2022 we generated $0 in revenues.

 

For the three months period ended March 31, 2022 we had $164,150 of operating expenses consisting of $9,681 of legal fees and $52,000 of accounting and audit fees, $1,401 of general and administrative expense compared to $58,003 of consulting, legal and registration fees during the period the three months ended March 31, 2021. The increase is attributable to legal and accounting fees incurred in order to take the Company out of its prior receivership and for the preparation of financials and SEC reports.

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Results of Operations for the nine months period ended March 31, 2022 and for the nine months period ended March 31, 2021

 

For the nine months period ended March 31, 2022 we generated $0 in revenues.

 

For the nine months period ended March 31, 2022 we had $404,903 of operating expenses consisting of $127,412 of legal fees, $111,000 of accounting and audit fees and $145,209 of consulting fees, and $11,601 of general administrative expense compared to $79,890 of legal, consulting and registration fees during the period the nine months ended March 31, 2021. The increase is attributable to legal and accounting fees incurred in order to take the Company out of its prior receivership and for the preparation of financials and SEC reports.

 

At the present time, we have not made any arrangements to raise additional cash. If we are unable to raise additional cash, we will either have to suspend operations until we do raise the cash or cease operations entirely.

 

Going Concern

 

The Company was only recently released from receivership in Nevada. The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2022, the Company had a retained deficit of $651,139 and no working capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Liquidity and Capital Resources

 

As of March 31, 2022, and June 30, 2021 we had $10,349 and $0 cash on hand, respectively.

 

Off Balance Sheet Arrangements

 

None.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information called for by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of March 31, 2022.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party, or to which any of its property is the subject and which would have any material, adverse effect on the Company.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, the Company is not required to provide information under this Item.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

We have no senior securities outstanding.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

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ITEM 6. EXHIBITS

 

The exhibits listed on the Exhibit Index below are provided as part of this report.

 

Exhibit No.   Description
3.1   Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K filed with the Securities and Exchange Commission on September 21, 2021).
     
3.2   Certificate of Amendment to Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K filed with the Securities and Exchange Commission on September 21, 2021).
     
3.3   Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on October 8, 2021).
     
10.1†   ZHRH- Blue Oak Advisory Second Agreement dated October 24, 2021. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on October 28, 2021).
     
10.2   Form of Note Purchase Agreement with James Purnell Bond dated March 7, 2022. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).
     
10.3    Form of Convertibles Promissory Note issued to James Purnell Bond dated March 7, 2022. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).
     
10.4   Form of Escrow Agreement with James Purnell Bond dated March 7, 2022. (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).
     
10.5   Form of Securities Purchase Agreement with Badon Partners SAS and Calgary Thunder Bay Limited dated January 24, 2022. (Incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).
     
10.6   Form of Convertibles Promissory Note issued to Badon Partners SAS and Calgary Thunder Bay Limited dated January 24, 2022. (Incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).
     
10.7   Form of Escrow Agreement with Badon Partners SAS dated January 24, 2022. (Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).
     
10.8†   Director Agreement with Aymar de Lencquesaing dated March 9, 2022. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).
     
10.9†   Director Agreement with Brett Lovegrove dated March 9, 2022. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).
     
10.10†   Director Agreement with Cindy Li dated March 9, 2022. (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).
     
10.11†   Director Agreement with James P. Bond dated March 9, 2022. (Incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).
     
10.12†   Director Agreement with Jean-Michel Doublet dated March 9, 2022. (Incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).
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10.13†   Director Agreement with Lionel Therond dated March 9, 2022. (Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).
     
31.1   Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
31.2   Certification of the Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
     
32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*
   
101.SCH Inline XBRL Taxonomy Extension Schema Document.*
   
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
   
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.*
   
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.*
   
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
   
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

 

*Filed herewith.

 

†Includes management contracts and compensation plans and arrangements.
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SIGNATURES

 

Pursuant to the requirements 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.

 

  ZHRH CORPORATION
     
Dated: May 18, 2022 By:  /s/ Jean-Michel Doublet
    Jean-Michel Doublet
   

Chief Executive Officer

(principal 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.

 

Signature   Title   Date
/s/ Lionel Therond   Chief Financial Officer   May 18, 2022
Lionel Therond   (principal financial and accounting officer)    
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 C: 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
12/15/23
12/31/22
6/30/22
Filed on:5/18/22
4/11/22
For Period end:3/31/22NT 10-Q
3/9/228-K
3/7/22
1/24/228-K
12/31/2110-Q,  NT 10-Q
12/15/21
10/25/218-K
10/4/218-K
9/30/2110-Q,  NT 10-Q
7/16/21
7/1/21
6/30/2110-K
5/10/21
5/7/21
4/13/21
4/12/21
4/6/21
3/31/21
3/9/21
1/24/21
1/6/21
12/31/20
12/29/20
12/16/208-K
12/15/20
12/11/20
9/30/20
7/1/20
6/30/2010-K
1/16/20
12/18/19
11/28/148-K
11/19/14
7/13/11
 List all Filings 

5 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/22  ZHRH Corp.                        8-K:1,5,9   3/09/22   16:798K                                   West Coast Stock… Inc/FA
 3/09/22  ZHRH Corp.                        8-K:1,2,3,9 1/24/22   16:1M                                     West Coast Stock… Inc/FA
10/28/21  ZHRH Corp.                        8-K:1,5,9  10/25/21   12:232K                                   West Coast Stock… Inc/FA
 9/21/21  ZHRH Corp.                        10-K        6/30/21   41:2.9M                                   West Coast Stock… Inc/FA
12/16/13  ZHRH Corp.                        S-1                    6:162K                                   Global Fin’l Corp./FA
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