UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCWashington, D.C. 20549


FORM 10-Q


(Mark One)

x

þ

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

For the quarterly period ended December 31, 2021

Or

 

For the quarterly period ended March 31, 2015

¨

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

For the transition period from __________  to __________


For the transition period from ______ to ______

Commission file number: number 333-192874


KETDARINA CORP.

(Exact name of registrant as specified in its charter)


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

Nevada99-0369270

Nevada

99-0369270

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

incorporation or organization)

Identification No.)


7260 W. Azure Dr.50 West Liberty St. Suite 880
Reno, Suite 140-951

Las Vegas, NV

89130

89501

(Address of principal executive offices)

(Zip Code)


Registrant'sRegistrant’s telephone number, including area code: (212) 960-8595code 775-322-0626


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 classTrading Symbol(s)Name of exchange on which registered
N/AN/AN/A

Indicate by check mark whether the registrant: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 filingsfiling requirements for the past 90 days. YesþNo¨


Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YesþNo¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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

¨

Accelerated filer

¨

Non-accelerated filer

Filer

¨

x

Smaller reporting company

þ

x
Emerging growth company


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

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


Indicate theThe number of shares outstanding of each of the Issuers classes ofregistrant’s common stock as of the most practicable date:February 22, 2022 was 75,000,000 shares.


DOCUMENTS INCORPORATED BY REFERENCE — NONE

-1-

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION

Class

Outstanding as of May 19, 2015

Common Stock: $0.001

Item 1.

Financial Statements (unaudited)

3,740,000








TABLE OF CONTENTS



4

PART I. FINANCIAL INFORMATION

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
14

ITEM 1.

FINANCIAL STATEMENTS

1

Item 3.

Quantitative and Qualitative Disclosures about Market Risk
17

Condensed Balance Sheets

1

Item 4.

Controls and Procedures
17

Condensed Statements of Operations

2

Part II – OTHER INFORMATION

Condensed Statements of Cash Flows

3

Item 1.

Legal Proceedings
19

Notes to Unaudited Condensed Financial Statements

4

Item 1A.

Risk Factors
19

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

7

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds
19

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

8

Item 3.

Defaults Upon Senior Securities
19

ITEM 4.

CONTROLS AND PROCEDURES

9

Item 4.

Mine Safety Disclosures
19

PART II. OTHER INFORMATION

Item 5.

Other Information
19

ITEM 1.

LEGAL PROCEEDINGS

10

Item 6.

Exhibits
20

ITEM 1A.

RISK FACTORS

10

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

10

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

10

ITEM 4.

MINE SAFETY DISCLOSURES

10

ITEM 5.

OTHER INFORMATION

10

ITEM 6.

EXHIBITS

10

SIGNATURES

11

21


-2-


Table of Contents









PART I.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.

-3-

Table of Contents


Item 1. Financial Statements.

ITEM 1. FINANCIAL STATEMENTS


ZHRH Corp

KETDARINA CORP.F/K/A Ketdarina Corp.

CONDENSED BALANCE SHEETSBalance Sheets


 

 

March 31,

 

 

June 30,

 

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

 

$

29,216

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

 

 

 

29,216

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

 

 

$

29,216

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accrued expenses

 

$

 

 

$

 

Loan from director

 

 

2,220

 

 

 

27,620

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

2,220

 

 

 

27,620

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Common Stock, par value $0.001; 75,000,000 shares authorized, 3,740,000 shares issued and outstanding

 

 

3,740

 

 

 

3,740

 

Additional paid-in capital

 

 

31,989

 

 

 

15,632

 

Accumulated deficit

 

 

(37,949

)

 

 

(17,776

)

 

 

 

 

 

 

 

 

 

Total Stockholders’ Equity

 

 

(2,220

)

 

 

1,596

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

 

 

$

29,216

 


(Stated in U.S. Dollars)


  December 31,  June 30, 
  2021  2021 
ASSETS        
Current assets        
Cash and cash equivalents $  $ 
Total current assets      
         
TOTAL ASSETS $0  $0 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities        
Accrued liabilities and other current liabilities $175,281  $60,664 
Related parties loan payable  230,855   108,020 
Current liabilities of discontinued operations      
Total current liabilities  406,136   168,684 
TOTAL LIABILITIES  406,136   168,684 
         
COMMITMENTS & CONTINGENCIES      
         
STOCKHOLDERS’ DEFICIT        
Common stock, $0.001 par value; 75,000,000 shares authorized, 75,000,000 shares issued and outstanding at December 31, 2021 and June 30, 2021  75,000   75,000 
Additional paid-in capital  (15,115)  (20,916)
Accumulated deficit  (466,021)  (222,768)
TOTAL STOCKHOLDERS’ DEFICIT  (406,136)  (168,684)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $0  $0 

TheSee accompanying notes are an integral partto the financial statements

-4-

Table of these financial statements.Contents

ZHRH Corp


F/K/A Ketdarina Corp.


Statements of Operations and Comprehensive Income





(Stated in U.S. Dollars)

KETDARINA CORP.

  For the three months ended  For the six months ended 
  December 31,  December 31, 
  2021  2020  2021  2020 
Operating expenses                
Legal fees  40,635   2,500   127,412   5,000 
Audit and accounting fees  10,400      61,500    
Consulting fees     10,715   44,141   10,715 
General and administrative expense     6,173   10,199   6,173 
Total operating expense  50,834   19,388   243,252   21,888 
                 
Loss from operations  (50,834)  (19,388)  (243,252)  (21,888)
                 
                 
Net income $(50,834) $(19,388) $(243,252) $(21,888)
Net income per common share – basic and diluted $  $(0.01) $  $(0.01)
Weighted average common shares outstanding – basic and diluted  75,000,000   3,740,000   75,000,000   3,740,000 

CONDENSED STATEMENTS OF OPERATIONS

UNAUDITED


 

 

Three months ended

March 31,

 

 

Nine months ended

March 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenues

 

$

 

 

$

 

 

$

 

 

$

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

1,250

 

 

 

47

 

 

 

19,054

 

 

 

125

 

General and administrative expenses

 

 

970

 

 

 

2,370

 

 

 

1,119

 

 

 

9,716

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

2,220

 

 

 

2,417

 

 

 

20,173

 

 

 

9,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss From Operations

 

 

(2,220

)

 

 

(2,417

)

 

 

(20,173

)

 

 

(9,341

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(2,220

)

 

$

(2,417

)

 

$

(20,173

)

 

$

(9,341

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Share: Basic and Diluted

 

$

0.00

 

 

$

0.00

 

 

$

(0.01

)

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding

 

 

3,740,000

 

 

 

3,706,000

 

 

 

3,740,000

 

 

 

3,706,000

 



TheSee accompanying notes are an integral partto the financial statements

-5-

Table of these financial statements.Contents

ZHRH Corp


F/K/A Ketdarina Corp.





Statements of Cash Flows

KETDARINA CORP.(Stated in U.S. Dollars)

CONDENSED STATEMENTS OF CASH FLOWS

  For the Six Months Ended 
  December 31,  December 31, 
  2021  2020 
Cash flows from operating activities        
Net loss $(243,252)  (21,888)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities        
Gain from discontinued operations      
Changes in assets and liabilities        
Increase in accruals and other payables  114,617   5,000 
Increase in related party payables  128,635   16,888 
Net cash used in operating activities from continuing operations      
Net cash (used in) from operating activities from discontinued operations      
Net cash used in operating activities      
         
Net increase in cash and cash equivalents      
Effect of foreign currency translation on cash and cash equivalents      
Cash and cash equivalents–beginning of period      
Cash and cash equivalents–end of period      
Less cash and cash equivalents of discontinued operations–end of period $    
Cash and cash equivalents of continuing operations–end of period $    
         
Supplementary cash flow information:        
Interest paid $    
Income taxes paid $    
         
Non-Cash Financing and Investing Activities:        
Forgiveness of related party debt  (5,801)   

UNAUDITED


 

 

Nine months Ended

March 31,

 

 

 

2015

 

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss for the period

 

$

(20,173

)

 

$

(9,341

)

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase (decrease) in accrued expenses

 

 

 

 

 

 

Net cash used in operating activities

 

 

(20,173

)

 

 

(9,341

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

 

 

 

600

 

Loans from director

 

 

2,220

 

 

 

7,340

 

Repayment of director loan

 

 

(11,263

)

 

 

 

Net cash provided by (used in) financing activities

 

 

(9,043

)

 

 

7,940

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(29,216

)

 

 

(1,401

)

Cash, beginning of the period

 

 

29,216

 

 

 

17,563

 

Cash, end of the period

 

$

 

 

$

16,162

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

Interest paid

 

$

 

 

$

 

Income taxes paid

 

$

 

 

$

 



TheSee accompanying notes are an integral partto the financial statements

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Table of theseContents

ZHRH Corp

F/K/A Ketdarina Corp.

Statements of Stockholders’ Equity (Deficit)

(Stated in U.S. Dollars)

For the six months ended December 31, 2021            
              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            -192,418   -192,418 
Balance - September 30, 2021  75,000,000  $75,000  $-15,115  $-415,186  $-355,301 
                     
Net loss           -50,834   -50,834 
Balance - December 31, 2021  75,000,000  $75,000  $-15,115  $-466,021  $-406,136 
             
For the six months ended December 31, 2020            
              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 

See accompanying notes to the financial statements.statements

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Table of Contents

ZHRH Corp


F/K/A Ketdarina Corp.


Notes to Financial Statements





For the six months ended December 31, 2021 and June 30, 2021

KETDARINA CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNote 1 – Organization and basis of accounting

March 31, 2015


Basis of Presentation and Organization

NOTE 1 — CONDENSED FINANCIAL STATEMENTS


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.


The accompanying financial statements have been preparedOn 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 71,260,000 shares of common stock of the Registrant (the “Shares”) owned by the Company without audit. InSeller, constituting approximately 95.0% of the opinionRegistrant’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 all adjustments (which include only normal recurring adjustments) necessary to present fairlypositions and appointed Brett Lovegrove as the financial position, resultssole director and officer of operations and cash flows asthe Company.

On May 7, 2021, by consent of and for the period ended March 31, 2015 and for all periods presented have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2014 audited financial statementssole director and Calgary Thunder Bay Limited, as reported inmajority shareholder, the Company amended its Form 10-K. The resultscorporate 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 operations for the nine-month period ended March 31, 2015 are not necessarily indicative of the operating results for the full year ending June 30, 2015.


NOTE 2 — GOING CONCERN


The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuationDirectors of the Company increased the size of the Board by two persons and appointed each James Purnell Bond and Aymar de Lencquesaing as a going concern. However,directors of the Company had no revenues througheffective as of October 4, 2021.  On October 4, 2021, the nineBoard of the Company adopted Amended and Restated Bylaws. 

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Table of Contents

ZHRH Corp

F/K/A Ketdarina Corp.

Notes to Financial Statements

For the six months ended MarchDecember 31, 2015,2021 and is no longer in the bedding business.June 30, 2021

Note 1 – Organization and basis of accounting (continued)

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 currently has no working capital,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 completedentered into any agreements, letters of intent or any other oral or written agreements in connection with any proposed business combination in which the acquisition of any assets or a business.


Management anticipatesCompany acquires ZHRH China, other than the Amendment. There can be no assurance that the Company will be dependent,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 near future,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 investment capitala fully diluted basis upon the occurrence of the Proposed Business Combination to fund any acquisitionsvest 50% upon completion of the Proposed Business Combination and operating expenses. The Company intends50% 6 months thereafter and (iii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are each to position itself so that it may be ablereceive additional shares constituting 1.5% of the Company’s then fully diluted common stock to raise funds throughvest upon the capital markets. New management can give no assurances thatCompany’s uplisting to the Company will be successful in thisOTCQB or any of its endeavors or become financially viableNasdaq.

On October 25, 2021, Mr. Brett Lovegrove, who has served as a going concern.


NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statementsthe sole director and officer of the Company have beensince 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.

The accompanying condensed financial statements are prepared in accordance with generally accepted accounting principles inon the United States of America and are presented in US dollars.


Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting)). 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 adoptednot 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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Table of Contents

ZHRH Corp

F/K/A Ketdarina Corp.

Notes to Financial Statements

For the six months ended December 31, 2021 and June 30, fiscal year end.2021


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.

Note 3 – Summary of significant accounting policies

Cash and Cash Equivalents

The

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 investmentsdebt instruments purchased with the original maturitiesa maturity of three months or less to be cash and cash equivalents.

Employee Stock-Based Compensation

The Company had $0 of cash and cash equivalents as of March 31, 2015 and $29,216 of cash and cash equivalents as of June 30, 2014.




4



KETDARINA CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2015


NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.


Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is providedaccounts for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.


Stock-Based Compensation

Stock-basedstock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To718 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 has not adoptedvalues its amounts due to related partings and short term loans payable under FASB ASC 820 which defines fair value, establishes a stock option planframework 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).

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ZHRH Corp

F/K/A Ketdarina Corp.

Notes to Financial Statements

For the six months ended December 31, 2021 and June 30, 2021

Note 3 – Summary of significant accounting policies (continued)

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.

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 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 granted any stock options.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. 


Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholdersOther recent accounting pronouncements issued by the weighted average numberFASB, including its Emerging Issues Task Force, the American Institute of common shares duringCertified Public Accountants, and the period. Diluted earnings per share is calculated by dividing the Company ’ s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debtSEC did not or equity. There are no such common stock equivalents outstanding as of March 31, 2015.


Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company hasin management’s opinion will not had any significant transactions that are required to be reported in other comprehensive income.


Recent Accounting Pronouncements

Ketdarina Corp. does not expect the adoption of recently issued accounting pronouncements to have a significantmaterial impact on the Company’s resultspresent or future consolidated financial statements.

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Table of operations, financial position or cash flow.Contents

ZHRH Corp


F/K/A Ketdarina Corp.



Notes to Financial Statements

5For the six months ended December 31, 2021 and June 30, 2021



KETDARINA CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSNote 4 – Related Party Transactions

March 31, 2015

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.


NOTE 4 — LOAN FROM DIRECTOR


On February 2, 2012,During the director loaned $100 to open bank account.


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 22, 2012, director loaned $180 for Sample Purchase.


On December 4, 2013, the director loaned $3,670 to cover Professional fees.


On December 5, 2013, the director loaned $3,670 to cover Professional fees.


During the year ended June 30, 2014, the director loaned $20,000 to fund operations for the Company.


The loans are unsecured, non-interest bearing and due on demand


As part of the change of control, the now-former director forgave all indebtedness owed to him as of November 19, 2014.


As of March 31, 2015, an affiliate of the new principal shareholder loaned the Company $2,220, which is unsecured, non-interest bearing, and due on demand.


NOTE 5 — COMMON STOCK


The Company has 75,000,000, $0.001 par value shares of common stock authorized.


On February 10, 2012,09, 2021, the Company issued 2,000,000 shares of common stock for cash proceeds of $2,000 at $0.001 per share.


On May 3, 2012, the Company issued 1,680,000 shares of common stock for cash proceeds of $16,772 at $0.01 per share.


In February 2014, the Company issued 60,000 shares of common stock for cash proceeds of $600 at $0.01 per share.


There were 3,740,00071,260,000 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 September 30, 2021 and June 30, 2021, a total of $0 and $5,179, remains outstanding to Custodian Ventures, LLC, respectively.

During the six months ended December 31, 2021, Calgary Thunder Bay paid $128,635 of expenses related to accounting, audit, legal and consulting fees. As December 31, 2021, a total of $230,855 remains outstanding to Calgary Thunder Bay Limited.

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 March 31, 2015.


NOTE 6 — COMMITMENTS AND CONTINGENCIES


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 neither owns nor leaseshas not entered into any realagreements, letters of intent or personal property. An officer has provided office services without charge.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 iscan be no obligationassurance 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 officerfollowing: (i) Blue Oak is to continue this arrangement. Such costsreceive 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 immaterialeach 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 financial statementsOTCQB or Nasdaq.

Mr. Doublet is a beneficial owner of 60% of Blue Oak and accordingly are not reflected herein. The officersis the Chief Executive Officer of Blue Oak. Mr. Lionel Therond is a beneficial owner of 40% of Blue Oak and directors are involvedis a director at Blue Oak.

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

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ZHRH Corp

F/K/A Ketdarina Corp.

Notes to Financial Statements

For the six months ended December 31, 2021 and most likely will become involved in other business activitiesJune 30, 2021

Note 5 – 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 future.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

Note 6 – 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 7 — SUBSEQUENT EVENTSSubsequent Events


In accordance with SFAS 165 (ASC 855-10)ASC 855 the Company has analyzed its operations up toCompany’s management reviewed all material events through the date these financial statements were available to be issued, and has determined that it does not have anythere was only one material subsequent events to disclose in these financial statements.event.









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FORWARD LOOKING STATEMENTS


Statements made in this Quarterly Report on Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisionsTable of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.Contents


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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


GENERAL


BecauseThe following discussion and analysis of the changeresults of controloperations 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 took placeare based on November 19, 2014,our current expectations and could be affected by the uncertainties and risk factors described throughout this Quarterly Report as ofwell 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 filing this Quarterly Report on Form 10-Q, Report.

Organizational History of the Company and Overview

ZHRH Corporation (“we, have not entered into any definitive agreement to change our direction by acquiring any assets” “our,” “us” or a business. We are currently a “shell” company, as that term is defined in the Securities Exchange Act of 1934.


Our principal address is located 7260 W. Azure Dr., Suite 140-951, Las Vegas, NY 89130.We were“Company”) was originally incorporated in the State of Nevada on July 13, 2011. Our fiscal year end2011, 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 June 30.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.

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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”).

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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 OperationOperations


Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realizationResults of assets and classification of liabilities that might be necessary should we be unable to continue in operation.


Three Months Period Ended March 31, 2015 and March 31, 2014


Our net lossOperations for the three months period ended MarchDecember 31, 2015 was $2,220, compared to $2,4172021 and for the three months period ended MarchDecember 31, 2014. During2020

For the three monthmonths period ended MarchDecember 31, 20152021 we did not generate any revenues.generated $0 in revenues.


DuringFor the three monthmonths period ended MarchDecember 31, 2015, our2021 we had $50,834 of operating expenses wereconsisting of $30,235 of legal fees and $10,400 of accounting and audit fees, and $10,199 of general and administrative expensesexpense compared to $19,388 of $970, professionalconsulting, 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 $1,250. The weighted average number of shares outstanding was 3,740,000its prior receivership and for the nine month period ended March 31, 2015. During the three month period ended March 31, 2014, our operating expenses were generalpreparation of financials and administrative expensesSEC reports.

Results of $47, and professional fees of $2,370. The weighted average number of shares outstanding was 3,706,000Operations for the nine month period ended March 31, 2014


Nine Months Period Ended March 31, 2015 and March 31, 2014


Our net loss for the ninesix months period ended MarchDecember 31, 2015 was $20,173,2021 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 $9,341$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 nine months ended Marchpreparation 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. 

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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, 2014. During2021, the nine month period ended March 31, 2015 we did not generate any revenues.


During the nine month period ended March 31, 2015, our operating expenses were generalCompany had a retained deficit of $415,186 and administrative expenses of $1,119, professional fees of $19,054.no working capital. The weighted average number of shares outstanding was 3,740,000 for the nine month period ended March 31, 2015. During the nine month period ended March 31, 2014, our operating expenses were general and administrative expenses of $125, and professional fees of $9,716. The weighted average number of shares outstanding was 3,706,000 for the nine month period ended March 31, 2014.






Liquidity and Capital Resources


Three Month Period Ended March 31, 2015


As of March 31, 2015, our total assets were $0, compared to $29,216 at June 30, 2014, which was cash.  Our total liabilities were $2,220 as of March 31, 2015 and $27,620 as of June 30, 2014. Our stockholders’ equity (deficit) was ($2,220) as of March 31, 2015 compared to stockholders' equity of $1,596 as of June 30, 2014.


Cash Flows from Operating Activities


Wefinancial statements do not have operations, and therefore have not generated positive cash flows from operating activities. Forinclude any adjustments that might be necessary if the nine month period ended March 31, 2015, net cash flows used in operating activities was $20,173. For the nine month period ended March 31, 2014, we had net cash flows used in operating activities of $9,341.


Cash Flows from Financing Activities


We do not have operations, and therefore have not generated positive cash flows from operating activities. For the nine month period ended March 31, 2015, net cash flows used in financing activities was $9,043 consisting of repayment of director advance of $11,263 and proceeds from director advance of $2,200. For the nine month period ended March 31, 2014, we had net cash flows provided by financing activities of $7,940 consisting of $600 from proceeds from sale of common stock and $7,340 from director loans.


Plan of Operation and Funding


We are currently a “shell,” as that termCompany is defined in the Securities Exchange Act of 1934. New management has not entered into any agreements or understanding for the acquisition of any assets or a business. We expect that if and when we acquire assets and/or a business, we will need to raise capital. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict any proposed business operations. We currently do not have a specific plan of how we will obtain any needed funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We do not have any agreements or arrangements in place for any future equity or debt financing.


Off-Balance Sheet Arrangements


As of the date of this Quarterly Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Going Concern


The independent registered public accounting firm’s audit opinion accompanying our June 30, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our abilityunable to continue as a going concern. The

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 "assumingin 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 will continue as a going concern," which contemplates thatbelieve 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 will realize our assetsbelieve those accounting policies are critical to the process of making significant judgments and satisfy our liabilities and commitmentsestimates in the ordinary coursepreparation of business.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. 

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures About Market Risk.


Not Applicable toAs a smaller reporting companies.company, we are not required to provide the information called for by this Item.






ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures.


The term "disclosureEvaluation of Disclosure Controls and Procedures

Disclosure controls and procedures" (defined in SEC Rule 13a-15(e)) refers to theprocedures are controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in theour reports that it files under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within required time periods. "Disclosure controls and procedures" include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it filesfiled or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submitsubmitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in theCompany reports that it filesfiled or submitssubmitted under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriateour Chief Executive Officer, to allow timely decisions regarding required disclosure.


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An evaluation was conductedTable of Contents

As required by Rules 13a-15 and 15d-15 under the supervisionExchange Act, our Chief Executive Officer and with the participation of our managementChief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of MarchDecember 31, 2015.2021. Based on thatupon this evaluation, our managementChief 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 such date to ensure that information required to be disclosedDecember 31, 2021.

Changes in Internal Control Over Financial Reporting

On October 4, 2021, the reports that we file or submit underBoard of Directors of the Exchange Act, is recorded, processed, summarizedCompany increased the size of the Board by two persons and reported withinappointed each James Purnell Bond and Aymar de Lencquesaing as directors of the time periods specified in SEC rulesCompany effective as of October 4, 2021. On October 25, 2021, Mr. Brett Lovegrove, who has served as the sole director and forms. Such officers also confirmed thatofficer 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.

Other than the foregoing, there waswere no changechanges in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the nine-month periodquarter ended MarchDecember 31, 20152021, that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.





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Table of Contents


PART II.II - OTHER INFORMATION


Item 1. Legal Proceedings.

ITEM 1. LEGAL PROCEEDINGS


ManagementFrom 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 legal proceedings contemplated by any governmental authoritythreatened or any other party involving us or our properties. As ofpending litigation to which the date of this Quarterly Report, no director, officer or affiliateCompany is (i) a party, or to which any of its property is the subject and which would have any material, adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.effect on the Company.


ITEMItem 1A. RISK FACTORSRisk Factors.


Not Applicable toAs a smaller reporting companiescompany, the Company is not required to provide information under this Item.


ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use of Proceeds.


None.


ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.


None.


ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures.


Not applicable.


ITEMItem 5. OTHER INFORMATIONOther Information.


None.

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Table of Contents


Item 6. Exhibits.

ITEM 6. EXHIBITS


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

Exhibit No.

Exhibit

Description

Number

3.1

Name

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).

31.13.2

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).

3.3Amended 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).
10.1ZHRH- 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).
31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of 1934 Rule 13a-14(a) or 15d-14(a).

the Sarbanes-Oxley Act of 2002.*

31.2

Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of 1934 Rule 13a-14(a) or 15d-14(a).

the Sarbanes-Oxley Act of 2002.*

32.1

CertificationsCertification of the Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- OxleySarbanes-Oxley Act of 2002.

*

101

32.2

XBRL

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.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document.*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.*
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

*Filed herewith.

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SIGNATURES









SIGNATURES


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


ZHRH CORPORATION

KETDARINA CORP.

Dated: February 22, 2022

By: 

/s/ Jean-Michel Doublet

Date:  May 20, 2015

By:

/s/ Martin Doan

Jean-Michel Doublet

Martin Doan

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.


SignatureTitleDate
/s/ Lionel Therond

Chief Financial Officer

February 22, 2022
Lionel Therond(principal financial and accounting officer)


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