The following discussion and analysis of the results of operations and financial
condition of the Company for the years ended June 30, 2020 and 2019, should be
read in conjunction with the other sections of this Annual Report, including
"Description of Business" and the Financial Statements and notes thereto of the
Company included in this Annual 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 Annual 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 Annual Report.
Organizational History of the Company and Overview
ZHRH Corporation ("we," "our," "us" or the "Company") was originally
incorporated in the State of Nevada on July 13, 2011, as Ketdarina Corp. On May
7, 2021, the Company amended its Articles of Incorporation in Nevada to change
its corporate name to ZHRH Corporation, our current name, which became effective
on July 16, 2021.
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Until November 19, 2014, the Company was in the business of wholesale of bedding
products to industrial, commercial and institutional retailers, and other
professional business users, or to other wholesalers and related subordinated
services. On November 19, 2014, the Company's then principal shareholders sold
their shares of the Company to Western Highlands Minerals, Ltd., a Vietnamese
corporation ("WHM"), resigned from all positions with the Company and appointed
WHM's designees as new management; WHM then took over the inactive bedding
business from the Company, and cancelled all previous debt which was owed to
them at that time.
In or about 2015, the Company phased out of its prior business and became a
"shell company," as such term is defined in Rule 12b-2 under the Exchange Act of
1934, as amended (the "Exchange Act"). The Company is currently a shell company.
On December 11, 2020, as a result of a receivership in the Eighth Judicial
District Court in Clark County, Nevada, Case Number: A-20-816621-B, the
plaintiff creditor in the case, Custodian Ventures LLC (the "Custodian")
received an order from the Clark County Court appointing David Lazar as the
receiver of the Company. On the same date, David Lazar was appointed as the
Company's Chief Executive Officer, President, Secretary, Chief Financial
Officer, Chief Executive Officer and Chairman of the Board of Directors. On
December 29, 2020, the Company's Charter was reinstated in the State of Nevada.
The receivership was terminated by the Eighth Judicial District Court in Clark
County, Nevada, under Case Number: A-20-816621-B on May 10, 2021 and on the same
date, the court also discharged Mr. Lazar as the receiver.
On March 9, 2021, pursuant to the approval of the board of directors of the
Company dated March 9, 2021, the Company issued 71,260,000 shares of common
stock, as repayment of debt owed to the Custodian, in the amount of $18,355.
On April 6, 2021, the Custodian entered into a Common Stock Purchase Agreement
(the "SPA") with Calgary Thunder Bay Limited ("Calgary"), pursuant to which
Calgary purchased 71,260,000 shares of common stock of the Company from the
Custodian, representing 95.01% of the total issued and outstanding shares of the
Company's common stock. The sale was consummated on April 13, 2021. As a result
of the sale, there was a change of control of the Company.
On that same date, Mr. David Lazar, who was the Company's then sole officer and
director, submitted his resignation from all positions with the Company and
appointed Brett Lovegrove as the sole director and officer of the Company.
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.
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Results of Operations
Year Ended June 30, 2020 Compared to the Year Ended June 30, 2019
Operating expenses for the year ended June 30, 2020 totaled $6,278, compared to
$0 for the same period in 2019. The increase is attributable to legal and
accounting fees incurred.
Cash flows used in operating activities for the year ended June 30, 2020 totaled
$0 compared to $0 in 2019.
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 June 30, 2020, the Company
had a retained deficit of $52,444 and negative working capital of $16,715. 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
At June 30, 2020 and 2019, our liquid assets consisted of cash of $0 and $0,
respectively.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, or
"GAAP." The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses during
the reported period. In accordance with GAAP, we base our estimates on
historical experience and on various other assumptions that we believe are
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions.
Our significant accounting policies are fully described in Note 3 to our
consolidated financial statements appearing elsewhere in this Annual Report, and
we believe those accounting policies are critical to the process of making
significant judgments and estimates in the preparation of our consolidated
financial statements.
Income Taxes
Due to the historical operating losses, the inability to recognize an income tax
benefit, and the failure to file tax returns for numerous years, there is no
provision for current or deferred federal or state income taxes for the period
from inception through the period ended June 30, 2020. As of June 30, 2020, the
Company had a retained earnings deficit of $52,444, however, the amount of that
loss that could be carried forward to offset future taxes is indeterminable.
Off-Balance Sheet Arrangements
None.
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ZHRH CORPORATION 