The following discussion and analysis of the results of operations and financial
condition of the Company for the quarters ended December 31, 2021 and 2020,
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.
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.
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.
-14-
Table of Contents
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.
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
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").
-15-
Table of Contents
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.
Results of Operations
Results of Operations for the three months period ended December 31, 2021 and
for the three months period ended December 31, 2020
For the three months period ended December 31, 2021 we generated $0 in revenues.
For the three months period ended December 31, 2021 we had $50,834 of operating
expenses consisting of $30,235 of legal fees and $10,400 of accounting and audit
fees, and $10,199 of general and administrative expense compared to $19,388 of
consulting, legal and registration fees during the period the three months ended
December 31, 2020. 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.
Results of Operations for the six months period ended December 31, 2021 and for
the six months period ended December 31, 2020
For the six months period ended December 31, 2021 we generated $0 in revenues.
For the six months period ended December 31, 2021 we had $233,053 of operating
expenses consisting of $127,412 of legal fees, $61,500 of accounting and audit
fees and $44,141 of consulting fees, and $10,199 of general administrative
expense compared to $21,888 of legal, consulting and registration fees during
the period the six months ended December 31, 2020. 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.
-16-
Table of Contents
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 December 31, 2021, the
Company had a retained deficit of $415,186 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 December 31, 2021, and June 30, 2021 we had no cash on hand.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, or
"GAAP." The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses during
the reported period. In accordance with GAAP, we base our estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or Our significant accounting policies are
fully described in Note 3 to our consolidated financial statements appearing
elsewhere in this Annual Report, and we believe those accounting policies are
critical to the process of making significant judgments and estimates in the
preparation of our consolidated financial statements.
Income Taxes
Due to the historical operating losses, the inability to recognize an income tax
benefit, and the failure to file tax returns for numerous years, there is no
provision for current or deferred federal or state income taxes for the period
from inception through the period ended December 31, 2021. As of December 31,
2021, the Company had a retained earnings deficit of $466,021, however, the
amount of that loss that could be carried forward to offset future taxes is
indeterminable.
Off-Balance Sheet Arrangements
None.
© Edgar Online, source Glimpses
ZHRH CORPORATION 