Working outcomes for the three and 6 months ended December 31, 2022 , will not be essentially indicative of outcomes that will happen in future interim intervals or for the total fiscal 12 months.
As used on this Kind 10-Q, references to the Firm,” “we,” “our” or “us” check with ZHRH Company . a Nevada Company except the context in any other case signifies.
Enterprise Overview
ZHRH Company (“we,” “our,” “us” or the “Firm”) was initially included within the State of Nevada on July 13, 2011 , as Ketdarina Corp. On Might 7, 2021 , the Firm amended its Articles of Incorporation in Nevada to vary its company title to ZHRH Company , our present title, which turned efficient on July 16, 2021 .
Till November 19, 2014 , the Firm was within the enterprise of wholesale of bedding merchandise to industrial, business and institutional retailers, and different skilled enterprise customers, or to different wholesalers and associated subordinated companies. On November 19, 2014 , the Firm’s then principal shareholders bought their shares of the Firm to Western Highlands Minerals, Ltd. , a Vietnamese company (“WHM”), resigned from all positions with the Firm and appointed WHM’s designees as new administration; WHM then took over the inactive bedding enterprise from the Firm, and cancelled all earlier debt which was owed to them at the moment.
In or about 2015, the Firm phased out of its prior enterprise and have become a “shell firm,” as such time period is outlined in Rule 12b-2 underneath the Change Act of 1934, as amended (the “Change Act”).
On December 11, 2020 , because of a receivership within the Eighth Judicial District Courtroom in Clark County, Nevada , Case Quantity: A-20-816621-B, the plaintiff creditor within the case, Custodian Ventures LLC (the “Custodian”) acquired an order from the Clark County Courtroom appointing David Lazar because the receiver of the Firm. On the identical date, David Lazar was appointed because the Firm’s Chief Government Officer, President, Secretary, Chief Monetary Officer, Chief Government Officer and Chairman of the Board of Administrators. On December 29, 2020 , the Firm’s Constitution was reinstated within the State of Nevada . The receivership was terminated by the Eighth Judicial District Courtroom in Clark County, Nevada , underneath Case Quantity: A-20-816621-B on Might 10, 2021 and on the identical date, the courtroom additionally discharged Mr. Lazar because the receiver.
On March 9, 2021 , pursuant to the approval of the board of administrators of the Firm dated March 9, 2021 , the Firm issued 71,260,000 shares of widespread inventory, as reimbursement of debt owed to the Custodian, within the quantity of $18,355 .
On April 6, 2021 , the Custodian entered right into a Widespread Inventory Buy Settlement (the “SPA”) with Calgary Thunder Bay Restricted (“Calgary”), pursuant to which Calgary bought 71,260,000 shares of widespread inventory of the Firm from the Custodian, representing 95.01% of the whole issued and excellent shares of the Firm’s widespread inventory. The sale was consummated on April 13, 2021 . On account of the sale, there was a change of management of the Firm.
On that very same date, Mr. David Lazar , who was the Firm’s then sole officer and director, submitted his resignation from all positions with the Firm and appointed Brett Lovegrove as the only director and officer of the Firm.
On Might 7, 2021 , by consent of the Firm’s sole director and Calgary, as majority shareholder, the Firm amended its company title to ZHRH Company and the title change turned efficient on July 16, 2021 .
On July 16, 2021 , the Firm modified its buying and selling image from KTDR to ZHEC.
The Firm has no operations at the moment, and at present doesn’t have any principal services or products, clients or mental property. Because the Firm has no present operations, it additionally at present shouldn’t be topic to any aggressive enterprise situations. Additional, the Firm shouldn’t be topic to any authorities approvals at the moment, apart from these relevant to it as a “shell firm,” as such time period is outlined in Rule 12b-2 underneath the Change Act.
11
On October 4, 2021 , the Board of Administrators of the Firm elevated the dimensions of the Board by two individuals and appointed every James Purnell Bond and Aymar de Lencquesaing as administrators of the Firm efficient as of October 4, 2021 . On October 4, 2021 , the Board of the Firm adopted Amended and Restated Bylaws.
On October 25, 2021 , we entered into an modification with Blue Oak Advisory Restricted (“Blue Oak”) and Zhonguan Ruiheng Environmental Expertise Firm Restricted (“ZHRH China”) (the “Modification”), which was an modification to an authentic settlement between ZHRH China and Blue Oak dated January 6, 2021 , (the “Authentic Settlement”). The Firm was not a celebration to the Authentic Settlement between ZHRH China and Blue Oak. The Modification is efficient as of October 25, 2021 , and units forth that Mr. Jean-Michel Doublet is to be appointed because the Firm’s Chief Government Officer and Mr. Lionel Therond is to be appointed because the Firm’s Chief FinancialOfficer. The Modification was entered into with the intent to set forth renumeration to be acquired by Mr. Jean-Michel Doublet and Mr. Lionel Therond in reference to any proposed enterprise mixture wherein the Firm acquires ZHRH China. The Firm has not entered into any agreements, letters of intent or every other oral or written agreements in reference to any proposed enterprise mixture wherein the Firm acquires ZHRH China, apart from the Modification. There might be no assurance that the Firm will enter into any letters of intent or every other oral or written agreements in reference to any proposed enterprise mixture wherein the Firm acquires ZHRH China, or that any such enterprise mixture can happen in any respect (the “Proposed Enterprise Mixture”).
Pursuant to the Modification, every Mr. Jean-Michel Doublet and Mr. Lionel Therond are to offer 25% of their working hours every week to their duties to the Firm in alternate for the next: (i) Blue Oak is to obtain an elevated success charge underneath the Authentic Settlement upon consummation of the Proposed Enterprise Mixture, (ii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are every to obtain 0.5% of the Firm’s widespread inventory on a completely diluted foundation upon the incidence of the Proposed Enterprise Mixture to vest 50% upon completion of the Proposed Enterprise Mixture and 50% 6 months thereafter and (iii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are every to obtain further shares constituting 1.5% of the Firm’s then totally diluted widespread inventory to vest upon the Firm’s uplisting to the OTCQB or Nasdaq.
On October 25, 2021 , Mr. Brett Lovegrove , who has served as the only director and officer of the Firm since April 13, 2021 , resigned from all officer positions with the Firm efficient on the identical date.
On October 25, 2021 , the Board of Administrators of the Firm took the next actions: (i) appointed Mr. Jean-Michel Doublet because the Firm’s Chief Government Officer, (ii) appointed Mr. Lionel Therond because the Firm’s Chief Monetary Officer and (iii) appointed Mr. Brett Lovegrove because the Chairman of the Board, all efficient on the identical date.
Mr. Doublet is a useful proprietor of 60% of Blue Oak and is the Chief Government Officer of Blue Oak. Mr. Lionel Therond is a useful proprietor of 40% of Blue Oak and is a director at Blue Oak.
Blue Oak is about to obtain remuneration from the Firm in reference to the Proposed Enterprise Mixture pursuant to the Authentic Settlement.
On March 9, 2022 , the Board of Administrators elevated the dimensions of the Board by three (3) individuals and appointed every Jean-Michel Doublet, Lionel Therond , and Cindy Zhongye Li, as administrators of the Firm efficient as of March 9, 2022 .
No Present Operations and Shell Standing
In or about 2015, the Firm phased out of its prior enterprise and have become a is a “shell firm,” as such time period is outlined in Rule 12b-2 underneath the Change Act of 1934, as amended (the “Change Act”). The Firm is at present a shell firm.
12
The Firm has no operations at the moment, and at present doesn’t have any principal services or products, clients or mental property. Because the Firm has no present operations, it additionally at present shouldn’t be topic to any aggressive enterprise situations. Additional, the Firm shouldn’t be topic to any authorities approvals at the moment, apart from these relevant to it as a “shell firm,” as such time period is outlined in Rule 12b-2 underneath the Change Act.
Prior Receivership
On December 11, 2020 , because of a receivership within the Eighth Judicial District Courtroom in Clark County, Nevada , Case Quantity: A-20-816621-B, the plaintiff creditor within the case, Custodian Ventures LLC (the “Custodian”) acquired an order from the Clark County Courtroom appointing David Lazar because the receiver of the Firm. On the identical date, David Lazar was appointed because the Firm’s Chief Government Officer, President, Secretary, Chief Monetary Officer, Chief Government Officer and Chairman of the Board of Administrators. On December 29, 2020 , the Firm’s Constitution was reinstated within the State of Nevada . The receivership was terminated by the Eighth Judicial District Courtroom in Clark County, Nevada , underneath Case Quantity: A-20-816621-B on Might 10, 2021 and on the identical date, the courtroom additionally discharged Mr. Lazar because the receiver.
Current Developments
On December 30, 2022 , Lionel Therond resigned from all positions with the Firm. Mr. Therond served because the Firm’s Chief Monetary Officer from October 25, 2021 and as a member of the Firm’s Board of Administrators from March 9, 2022 till December 30, 2022 .
On December 12, 2022 , Jean-Michel Doublet resigned from all positions with the Firm. Mr. Jean-Michel Doublet served because the Firm’s Chief Government Officer from October 25, 2021 and as a member of the Firm’s Board of Administrators from March 9, 2022 till December 12, 2022 .
On December 12, 2022 , Brett Lovegrove , the Firm’s Chairman of the Board of Administrators, agreed to be the Interim Chief Government Officer and on December 30, 2022 , Mr. Lovegrove agreed to be the Interim Chief Monetary Officer of the Firm.
Outcomes of Operations
Outcomes of Operations for the three months ended December 31, 2022 and for the three months ended December 31, 2021 .
For the three months interval ended December 31, 2022 , we generated $0 in revenues and for the interval ended December 31, 2021 we generated $0 in revenues.
For the three months interval ended December 31, 2022 we had $98,586 of working bills consisting of $68,161 of authorized charges, $8,600 of accounting and audit charges, $19,015 of consulting charges and $2,810 of basic and administrative expense in comparison with $50,834 of working bills consisting of $30,235 of authorized charges and $10,400 of accounting and audit charges, and $10,199 of basic and administrative expense in the course of the interval the three months ended December 31, 2021 . The rise is attributable to authorized and accounting charges incurred for the preparation of financials and SEC studies.
Outcomes of Operations for the six months ended December 31, 2022 and for the six months ended December 31, 2021 .
For the sixth months interval ended December 31, 2022 , we generated $0 in revenues and for the six months interval ended December 31, 2021 we generated $0 in revenues.
For the six months interval ended December 31, 2022 , we had $277,450 of working bills consisting of $74,451 of authorized charges, $49,200 of accounting and audit charges and $150,001 of consulting charges, and $3,283 of basic administrative expense in comparison with $233,053 of working bills consisting of $127,412 of authorized charges, $61,500 of accounting and audit charges and $44,141 of consulting charges, and $10,199 of basic administrative expense in the course of the interval the six months ended December 31, 2021 . The rise is attributable to authorized and accounting charges incurred for the preparation of financials and SEC studies.
13
These days, now we have not made any preparations to boost more money. If we’re unable to boost more money, we are going to both need to droop operations till we do increase the money or stop operations completely.
Going Concern
The Firm was solely lately launched from receivership in Nevada . The Firm’s monetary statements have been offered on the premise that it’s a going concern, which contemplates the belief of property and the satisfaction of liabilities within the regular course of enterprise. At December 31, 2022 , the Firm had a accrued deficit of $1,009,649 and no working capital. The monetary statements don’t embody any changes that is perhaps mandatory if the Firm is unable to proceed as a going concern.
Liquidity and Capital Assets
As of December 31, 2022 , and June 30, 2022 we had $20,223 and $180,079 money available, respectively.
Crucial Accounting Insurance policies and Estimates
Our administration’s dialogue and evaluation of our monetary situation and outcomes of operations is predicated on our consolidated monetary statements, which have been ready in accordance with U.S. usually accepted accounting rules, or “GAAP.” The preparation of those monetary statements requires us to make estimates and assumptions that have an effect on the reported quantities of property and liabilities, disclosure of contingent property and liabilities on the date of the monetary statements, and the reported quantities of income and bills in the course of the reported interval. In accordance with GAAP, we base our estimates on historic expertise and on numerous different assumptions that we imagine are cheap underneath the circumstances. Precise outcomes could differ from these estimates underneath completely different assumptions or Our vital accounting insurance policies are totally described in Notice 3 to our consolidated monetary statements showing elsewhere on this Annual Report, and we imagine these accounting insurance policies are important to the method of creating vital judgments and estimates within the preparation of our consolidated monetary statements.
Earnings Taxes
As a result of historic working losses, the lack to acknowledge an revenue tax profit, and the failure to file tax returns for quite a few years, there is no such thing as a provision for present or deferred federal or state revenue taxes for the interval from inception by the interval ended December 31, 2022 . As of December 31, 2022 , the Firm had a accrued deficit of $1,009,649 , nevertheless, the quantity of that loss that could possibly be carried ahead to offset future taxes is indeterminable.
Off Steadiness Sheet Preparations
None
14
