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 | |
$ | 10,349 | | |
$ | — | |
Total current assets | |
$ | 10,349 | | |
| — | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 10,349 | | |
$ | — | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accrued liabilities and other current liabilities | |
$ | 123,866 | | |
$ | 60,664 | |
Related parties loan payable | |
| 228,382 | | |
| 108,020 | |
Convertible note, net of discount | |
| 149,355 | | |
| — | |
Common stock payable | |
| 100,000 | | |
| — | |
Total current liabilities | |
| 601,604 | | |
| 168,684 | |
TOTAL LIABILITIES | |
| 601,604 | | |
| 168,684 | |
| |
| | | |
| | |
COMMITMENTS & CONTINGENCIES | |
| — | | |
| — | |
| |
| | | |
| | |
STOCKHOLDERS DEFICIT | |
| | | |
| | |
Common stock, no par value; 75,000,000 shares authorized, 75,000,000 shares issued and outstanding at March 31, 2022 and June 30, 2021 | |
| 75,000 | | |
| 75,000 | |
Additional paid-in capital | |
| (15,115 | ) | |
| (20,916 | ) |
Accumulated deficit | |
| (651,140 | ) | |
| (222,768 | ) |
TOTAL STOCKHOLDERS DEFICIT | |
| (591,255 | ) | |
| (168,684 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | |
$ | 10,349 | | |
$ | — | |
See
accompanying notes to the financial statements
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 | |
| 9,681 | | |
| 18,000 | | |
| 137,093 | | |
| 23,000 | |
Audit and accounting fees | |
| 52,000 | | |
| — | | |
| 111,000 | | |
| — | |
Consulting fees | |
| 101,069 | | |
| 40,003 | | |
| 145,209 | | |
| 50,717 | |
General and administrative expense | |
| 1,402 | | |
| — | | |
| 11,601 | | |
| 6,173 | |
Total operating expense | |
| 164,152 | | |
| 58,003 | | |
| 404,903 | | |
| 79,890 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (164,152 | ) | |
| (58,003 | ) | |
| (404,903 | ) | |
| (79,890 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (4,113 | ) | |
| — | | |
| (4,113 | ) | |
| — | |
Amortization of debt discount | |
| (19,355 | ) | |
| — | | |
| (19,355 | ) | |
| — | |
Total other income (expense) | |
| (23,468 | ) | |
| — | | |
| (23,468 | ) | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | (187,620 | ) | |
$ | (58,003 | ) | |
$ | (428,371 | ) | |
$ | (79,890 | ) |
Net income per common share – basic and diluted | |
$ | — | | |
$ | (0.02 | ) | |
$ | (0.01 | ) | |
$ | (0.02 | ) |
Weighted average common shares outstanding – basic and diluted | |
| 75,000,000 | | |
| 3,740,000 | | |
| 75,000,000 | | |
| 3,740,000 | |
See
accompanying notes to the financial statements
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 | |
$ | (428,371 | ) | |
| (79,890 | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |
| | | |
| | |
Amortization of debt discount | |
| 19,355 | | |
| — | |
Changes in assets and liabilities | |
| | | |
| | |
Increase in accruals and other payables | |
| 62,202 | | |
| 7,000 | |
Increase in related party payables | |
| 126,163 | | |
| 54,535 | |
Net cash used in operating activities | |
| (219,651 | ) | |
| (18,355 | ) |
| |
| | | |
| | |
Proceeds from Convertible note | |
| 230,000 | | |
| — | |
Payments on related party debt | |
| — | | |
| 18,355 | |
Net cash used in financing activities | |
| 230,000 | | |
| 18,355 | |
| |
| | | |
| | |
Net increase in cash and cash equivalents | |
| 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 | |
| 10,349 | | |
| — | |
| |
| | | |
| | |
Supplementary cash flow information: | |
| | | |
| | |
Interest paid | |
$ | — | | |
| — | |
Income taxes paid | |
$ | — | | |
| — | |
| |
| | | |
| | |
Non-Cash Financing and Investing Activities: | |
| | | |
| | |
Forgiveness of related party debt | |
| (5,801 | ) | |
| — | |
Payment on related party debt | |
| — | | |
| 18,355 | |
Common stock issuable in conjunction with Convertible Note | |
| 100,000 | | |
| — | |
See
accompanying notes to the financial statements
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 | |
$ | 75,000,000 | | |
$ | 75,000 | | |
$ | -20,916 | | |
$ | -222,768 | | |
$ | -168,684 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Forgiveness of related party debt | |
| — | | |
| — | | |
| 5,801 | | |
| — | | |
| 5,801 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| -199,918 | | |
| -199,918 | |
Balance - September 30, 2021 | |
$ | 75,000,000 | | |
$ | 75,000 | | |
$ | -15,115 | | |
$ | -422,686 | | |
$ | -362,801 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| — | | |
| — | | |
| — | | |
| -40,834 | | |
| -40,834 | |
Balance - December 31, 2021 | |
$ | 75,000,000 | | |
$ | 75,000 | | |
$ | -15,115 | | |
$ | -463,520 | | |
$ | -403,635 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| — | | |
| — | | |
| — | | |
| -187,620 | | |
| -187,620 | |
Balance - March 31, 2022 | |
| 75,000,000 | | |
$ | 75,000 | | |
$ | -15,115 | | |
$ | -651,140 | | |
$ | -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 | |
$ | 3,740,000 | | |
$ | 3,740 | | |
$ | 31,989 | | |
$ | -52,444 | | |
$ | -16,715 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| — | | |
| — | | |
| — | | |
| -2,500 | | |
| -2,500 | |
Balance - September 30, 2020 | |
$ | 3,740,000 | | |
$ | 3,740 | | |
$ | 31,989 | | |
$ | -54,944 | | |
$ | -19,215 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| — | | |
| — | | |
| — | | |
| -19,388 | | |
| -19,388 | |
Balance - December 31, 2020 | |
$ | 3,740,000 | | |
$ | 3,740 | | |
$ | 31,989 | | |
$ | -74,332 | | |
$ | -38,603 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued to related party | |
| 71,260,000 | | |
| 71,260 | | |
| -52,905 | | |
| — | | |
| 18,355 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| -58,003 | | |
| -58,003 | |
Balance - March 31, 2021 | |
$ | 75,000,000 | | |
$ | 75,000 | | |
$ | -20,916 | | |
$ | -132,335 | | |
$ | -78,251 | |
See
accompanying notes to the financial statements
ZHRH Corp
formerly known as
Ketdarina Corp
Notes to Financial Statements
For the nine months ended March 31, 2022 and
June 30, 2021
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
WHMs 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
Companys 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 71,260,000 shares of common stock of the Registrant (the
Shares) owned by the Seller, constituting approximately 95.0% of the Registrants 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 Purchasers
affiliates.
On that same date, Mr.
David Lazar, who was the Registrants 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 Companys 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.
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.
Note 3 – Summary
of significant accounting policies
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.
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.
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 Companys 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 managements best estimate of fair value. The Company uses Level 3 to value its derivative
instruments.
Subsequent Event
The Company evaluated
subsequent events through the date when financial statements are issued for disclosure consideration.
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 ASUs amendments are based on changes that were suggested
by stakeholders as part of the FASBs simplification initiative (i.e., the Boards 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 Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entitys 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 managements opinion will not have a material impact on the Companys present or future consolidated financial statements.
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
Companys 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 $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 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 $18,355. On April 12, 2021, Custodian Ventures forgave all amounts owing to them
by the Company in the amount of $5,801. As of March 31, 2022 and June 30, 2021, a total of $0 and $5,179, remains outstanding to Custodian
Ventures, LLC, respectively.
During the nine months
ended March 31, 2022, Calgary Thunder Bay paid $126,163 of expenses related to accounting, audit, legal and consulting fees. As March
31, 2022, a total of $228,382 remains outstanding to Calgary Thunder Bay Limited.
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.
A summary of value changes
to the notes for the nine months ended March 31, 2022 is as follows:
| |
|
| |
Carrying value of Convertible Notes at July 01, 2021 | |
$ |
— | |
New principal | |
| 230,000 | |
Total principal | |
| 230,000 | |
Less: conversion of principal | |
| — | |
Less: discount related to fair value of the beneficial conversion feature | |
| 100,000 | |
Less: discount related to original issue discount | |
| — | |
Less: deferred financing fees | |
| — | |
Add: amortization of discount and deferred financing fees | |
| 19,355 | |
Carrying value of Convertible Notes at March 31, 2022 | |
$ | 149,355 | |
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.
Note 6 – Common stock
On March 09, 2021, the Company issued 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 $18,355.
As of December 31, 2021, 75,000,000 shares of common stock with a par
value of $0.001 remain outstanding.
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 $5,801. This is recorded in additional paid in capital.
Note 8 – Subsequent Events
In accordance with ASC 855 the Companys
management reviewed all material events through the date these financial statements were available to be issued, there was only one material
subsequent event.
ITEM 2. MANAGEMENTS 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 Companys 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 WHMs 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 Companys Chief Executive Officer, President,
Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. On December 29, 2020, the Companys
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 Companys 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 Companys 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 Companys 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 Companys Chief Executive Officer and Mr. Lionel Therond is to be appointed as the Companys 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 Companys 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 Companys then fully diluted common stock to vest upon the Companys 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 Companys Chief Executive
Officer, (ii) appointed Mr. Lionel Therond as the Companys 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.
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 Companys Chief Executive Officer, President,
Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. On December 29, 2020, the Companys
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 Companys
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 Companys 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 Companys 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 Agents fee under the Escrow Agreement is $2,500 to be paid by the Company.
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 Companys majority shareholder, holding 71,260,000 shares of the
Companys common stock at this time which constitutes 95.01% of the Companys 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 Companys 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 Companys
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 Companys
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 Companys
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 Companys common stock
and Calgary Thunder Bay Limited will transfer to Badon Partners SAS 50% of the shares of the Companys 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 Agents 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
Companys Chief Financial Officer, and Mr. Doublet is currently the Companys Chief Executive Officer.
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 Companys Chief Financial
Officer, and Mr. Doublet is currently the Companys 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 Agreements 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 Companys articles, bylaws and applicable law (ii) Mr. de Lencquesaings 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 Companys 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 Lencquesaings 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. |
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 Agreements 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 Companys articles, bylaws and applicable law (ii) Mr.
Lovegroves resignation as a director of the Company (iii) Mr. Lovegroves death or (iv) failure of the shareholders of
the Company to re-elect Mr. Lovegrove at the Companys 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. Lovegroves 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 Companys common stock
as follows:
| ● | The
intent is that for each full year that he serves as a director of the Company, hell receive a number of shares of the Companys
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. Lovegroves
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 Companys 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. |
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 Agreements 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 Companys articles, bylaws and applicable law (ii) Ms. Lis resignation as a director of the Company (iii) Ms. Lis
death or (iv) failure of the shareholders of the Company to re-elect Ms. Li at the Companys 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. Lis 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 Companys common stock as follows:
| ● | The
intent is that for each full year that she serves as a director of the Company, shell receive a number of shares of the Companys
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. Lis
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 Companys 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. |
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 Agreements 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 Companys articles, bylaws and applicable law (ii) Mr. Bonds resignation as a director of the Company (iii) Mr.
Bonds death or (iv) failure of the shareholders of the Company to re-elect Mr. Bond at the Companys 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. Bonds 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 Companys common stock as follows:
| ● | The
intent is that for each full year that he serves as a director of the Company, hell receive a number of shares of the Companys
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. Bonds
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 Companys 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. |
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 Agreements 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 Companys articles, bylaws and applicable law (ii) Mr. Doublets resignation as a director of the Company
(iii) Mr. Doublets death or (iv) failure of the shareholders of the Company to re-elect Mr. Doublet at the Companys 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. Doublets 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 Companys common stock as
follows:
| ● | The
intent is that for each full year that he serves as a Director of the Company, hell receive a number of shares of the Companys
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. Doublets
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 Companys 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. |
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 Agreements 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 Companys articles, bylaws and applicable law (ii) Mr. Theronds resignation as a director of the Company (iii) Mr.
Theronds death or (iv) failure of the shareholders of the Company to re-elect Mr. Therond at the Companys 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. Theronds 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 Companys common stock as
follows:
| ● | The
intent is that for each full year that he serves as a Director of the Company, hell receive a number of shares of the Companys
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. Theronds
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 Companys 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.
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 Companys 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.