UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~October~~January 2524, ~~2021~~2022

ZHRH CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-192874	99-0369270
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

50 West Liberty St. Suite 880, Reno, NV 89501

(Address of principal executive offices, including zip code)

775-322-0626

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

☐	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	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.

Item 1.01 Entry into a Material Definitive Agreement.

~~The~~Note ~~disclosures~~Purchase inAgreement ~~Item~~dated ~~5.02~~March of7, ~~this~~2022 ~~Current~~and ~~Report~~Related ~~on Form 8-K are incorporated by reference into this Item 1.01.~~Agreements

~~Item~~Note ~~5.02~~Purchase ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Entry~~On March 7, 2022, ZHRH Corporation, a Nevada corporation (“we,” “our,” “us” or the “Company”) entered into ~~Amendment~~a Note Purchase Agreement (the “Note Purchase Agreement”) with James Purnell Bond, a member of the Company’s Board of Directors. Pursuant to the Note Purchase Agreement, the Company agreed to sell and issue to Mr. Bond, a convertible promissory note in the principal amount of $30,000 (the “Note”). The foregoing description of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Note Purchase Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

OnConvertible ~~October~~Promissory 25, 2021, ZHRH Corporation (“we,” “our,” “us” or the “Company”) 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”).Note

~~Pursuant~~The toNote ~~the~~was ~~Amendment,~~issued ~~each~~to Mr. ~~Jean-Michel~~Bond ~~Doublet~~on ~~and~~March Mr7, 2022. ~~Lionel~~The ~~Therond~~Note ~~are~~carries toan ~~provide~~interest ~~25%~~rate of ~~their~~10% ~~working~~per ~~hours~~annum ~~each~~and ~~week~~matures toon ~~their~~December ~~duties to~~31, 2022 (the “Maturity ~~Company~~Date”). inThe ~~exchange~~Note ~~for~~converts automatically on the first business day following: the completion of a transaction between the Company and Zhonghuan Ruiheng Environmental Technology Co., Ltd. (i“ZHRH China”) ~~Blue~~pursuant ~~Oak~~to iswhich tothe ~~receive~~Company anshall ~~increased~~obtain a ~~success~~controlling ~~fee~~interest ~~under~~in ~~the~~ZHRH ~~Original~~China, ~~Agreement~~shall ~~upon~~have ~~consummation of~~been completed and the ~~Proposed~~Company ~~Business~~shall ~~Combination~~have obtained such controlling interest, as determined by the Company (iithe “ZHRH Transaction”), ~~Mr.~~into ~~Jean-Michel~~a ~~Doublet~~number ~~and~~of ~~Mr.~~unregistered ~~Lionel~~and ~~Therond~~restricted ~~are~~fully ~~each~~paid toand ~~receive~~nonassessable ~~0.5%~~shares of shares of the Company’s common stock onequal ato ~~fully~~(i) ~~diluted~~the ~~basis~~indebtedness ~~upon~~under the ~~occurrence~~Note as of such conversion date divided by (ii) the ~~Proposed~~value ~~Business~~per ~~Combination~~share toof ~~vest~~common ~~50%~~stock ~~upon~~as ~~completion~~determined based on a valuation of the ~~Proposed Business~~Company ~~Combination~~of $30,000,000 and ~~50%~~the 6number ~~months~~of ~~thereafter~~issued and outstanding shares of common stock as of such conversion date (~~iii)~~the Mr“Conversion Shares”). ~~Jean-Michel~~In ~~Doublet~~the ~~and~~event ~~Mr.~~that ~~Lionel~~the ~~Therond~~ZHRH ~~are~~Transaction ~~each~~is not completed prior to ~~receive~~the ~~additional shares~~Maturity ~~constituting~~Date, ~~1.5%~~none of the ~~Company’s~~indebtedness ~~then~~under ~~fully~~the ~~diluted~~Note ~~common~~will ~~stock~~convert toor ~~vest~~be ~~upon~~convertible into shares of the Company’s common ~~uplisting~~stock toand instead the ~~OTCQB~~indebtedness under the Note will come due and payable in full. There can be no assurance that the Company will enter into any letters of intent or ~~Nasdaq~~any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all. The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Form of Note, which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

~~The~~Escrow foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.Agreement

~~Officer~~In connection with the Note Purchase Agreement and ~~Director~~the ~~Changes~~Note, on March 7, 2022, the Company entered into an Escrow Agreement (the “Escrow Agreement”) with Mr. Bond, and Anthony L.G., PLLC as the escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, Mr. Bond agreed to deliver the purchase price for the Note to the escrow account to be held by the Escrow Agent, until such time as the Escrow Agent receives an Escrow Release Notice signed by the Company and Mr. Bond instructing the release of the escrowed funds to the Company. The Escrow Agent’s fee under the Escrow Agreement is $2,500 to be paid by the Company. The foregoing description of the Escrow Agreement, does not purport to be complete and is qualified in its entirety by reference to the Form of Escrow Agreement, which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.

OnSecurities ~~October~~Purchase ~~25,~~Agreement ~~2021,~~dated ~~Mr.~~January ~~Brett Lovegrove~~24, ~~who~~2022 ~~has served as the sole director~~ and ~~officer~~Related of the Company since April 13, 2021, resigned from all officer positions with the Company effective on the same date. Mr. Lovegrove’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A copy of the resignation letter from Mr. Lovegrove to the Company dated October 25, 2021, is filed herewith as Exhibit 17.1.Agreements

OnSecurities ~~October~~Purchase 25, 2021, the Board of Directors (the “Board”) 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.Agreement

MrOn January 24, 2022, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Badon Partners SAS and Calgary Thunder Bay Limited. ~~Lionel~~Calgary ~~Therond~~Thunder Bay Limited is the Company’s majority shareholder, ~~age~~holding 6171,260,000 shares of the Company’s common stock at this time which constitutes 95.01% of the Company’s issued and outstanding common stock. Xuejiao Fang is the ~~co-founder~~100% owner of Calgary Thunder Bay Limited and has ~~served~~the aspower ato ~~director~~vote and dispose of ~~Blue~~the ~~Oak~~shares ~~starting~~held ~~from~~by ~~2016~~Calgary Thunder Bay Limited. Badon Partners SAS is 100% owned and ~~continues~~controlled by Aymar de Lencquesaing a member of the Company’s Board of Directors. Pursuant to ~~serve~~the Securities Purchase Agreement, the Company agreed to sell and issue Badon Partners SAS a convertible promissory note in ~~such~~the ~~capacity~~principal amount of $200,000 (the “Note”) and to ~~date.~~sell ~~From~~and ~~April~~issue ~~2011~~to Badon Partners SAS and a number of shares of the Company’s common stock equal to ~~September~~(i) ~~2016~~$200,000 ~~Mr.~~(the ~~Therond~~“Shares ~~served~~Purchase Price”) divided by (ii) the value per share of common stock as determined based on a ~~Managing~~valuation ~~Director~~of atthe ~~Standard~~Company ~~Bank.~~of Mr$30,000,000 and the number of issued and outstanding shares of common stock as of the “Shares Closing,” as such term is defined in the Securities Purchase Agreement (the “Shares”). The ~~Therond~~term ~~serves~~“Share Closing” is defined in the Securities Purchase Agreement as ~~Chief~~the ~~Financial~~first ~~Officer~~business day after the completion of the ~~ADM~~ZHRH ~~Energy~~Transaction. ~~PLC~~There ~~since~~can ~~August~~be ~~2020~~no toassurance that the ~~present.~~Company Mrwill enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all. ~~Therond~~Pursuant ~~received~~to ~~his~~the ~~degree~~Securities Purchase Agreement, Calgary Thunder Bay Limited agreed that in ~~Engineering~~the ~~Geology~~event that the ZHRH Transaction does not occur, and ~~Geophysics~~the ~~from~~Note ~~ENSG~~becomes ~~Nancy~~due and payable, Calgary Thunder Bay Limited will transfer 50% of the shares it holds in ~~France~~the Company to Badon Partners SAS in ~~1983~~full ~~and~~satisfaction ~~his~~of ~~MBA~~the indebtedness under the Note. Calgary Thunder Bay Limited also agreed in ~~1995~~the ~~from~~Securities ~~INSEAD~~Purchase Agreement to not directly or indirectly sell or offer to sell the shares of the Company’s common stock held by Calgary Thunder Bay Limited until the earlier of, full repayment of the Note by the Company or full conversion of the Note. The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in ~~France~~its entirety by reference to the Form of Securities Purchase Agreement, which is filed herewith as Exhibit 10.4 and is incorporated herein by reference.

~~Mr.~~Convertible Promissory Jean-Michel Doublet, age 61, is the co-founder and has served as the Chief Executive Officer of Blue Oak starting from 2016 and continues to serve in such capacity to date. Mr. Doublet is a board member of Wentworth Africa Foundation, a UK registered charity that is active in East Africa. From January 2008 to January 2016, Mr. Doublet served as the founding partner at Clermont Energy Partners. Mr. Doublet received his degree in Engineering from the Institut National Agronomique in 1983 and received his Masters Degree in Economics at Stanford. In 1988, Mr. Doublet became a PhD. Candidate in economics at UC Berkeley.Note

MrThe Note was issued to Badon Partners SAS on January 24, 2022. ~~Doublet~~The isNote acarries ~~beneficial~~an ~~owner~~interest rate of 6010% per annum and matures on December 31, 2022 (the “Maturity Date”). The Note converts automatically on the first business day following the completion of ~~Blue~~the ZHRH ~~Oak~~Transaction, into a number of unregistered and isrestricted fully paid and nonassessable shares of shares of the ~~Chief~~Company’s ~~Executive~~common stock ~~Officer~~equal to (i) the indebtedness under the Note as of ~~Blue~~such ~~Oak.~~conversion Mrdate divided by (ii) the value per share of common stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of common stock as of such date conversion date (the “Conversion Shares”). ~~Lionel~~In ~~Therond~~the event that the ZHRH Transaction is anot ~~beneficial~~completed ~~owner~~prior to the Maturity Date, none of 40the indebtedness under the Note will convert or be convertible into shares of the Company’s common stock and Calgary Thunder Bay Limited will transfer to Badon Partners SAS 50% of ~~Blue~~the ~~Oak~~shares of the Company’s common stock held by Calgary Thunder Bay limited in accordance with the terms of the Note and the terms of the Securities Purchase Agreement. The foregoing description of the Note does not purport to be complete and is aqualified ~~director~~in atits ~~Blue~~entirety ~~Oak~~by reference to the Form of Note, which is filed herewith as Exhibit 10.5 and is incorporated herein by reference.

~~Blue Oak is~~Escrow ~~set to receive remuneration from the Company in connection with the Proposed Business Combination pursuant to the Original~~ Agreement.

In connection with the Securities Purchase Agreement and the Note, on January 24, 2022, the Company entered into an Escrow Agreement (the “Escrow Agreement”) with Badon Partners SAS and Anthony L.G., PLLC as the escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, Badon Partners SAS agreed to deliver the purchase price for the Note to the escrow account to be held by the Escrow Agent, until such time as the Escrow Agent receives an Escrow Release Notice signed by the Company and Badon Partners SAS instructing the release of the escrowed funds to the Company. The Escrow Agent’s fee under the Escrow Agreement is $2,500 to be paid by the Company. The foregoing description of the Escrow Agreement, does not purport to be complete and is qualified in its entirety by reference to the Form of Escrow Agreement, which is filed herewith as Exhibit 10.6 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit
10.1*†		ZHRH- Blue Oak Advisory Second Agreement dated October 24, 2021.
No.		Description
17.1*		Resignation Letter dated October 25, 2021.
10.1*		Form of Note Purchase Agreement with James Purnell Bond dated March 7, 2022.
10.2*		Form of Convertibles Promissory Note issued to James Purnell Bond dated March 7, 2022.
10.3*		Form of Escrow Agreement with James Purnell Bond dated March 7, 2022.
10.4*		Form of Securities Purchase Agreement with Badon Partners SAS and Calgary Thunder Bay Limited dated January 24, 2022.
10.5*		Form of Convertibles Promissory Note issued to Badon Partners SAS and Calgary Thunder Bay Limited dated January 24, 2022.
10.6*		Form of Escrow Agreement with Badon Partners SAS dated January 24, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

† Includes management contracts and compensation plans and arrangements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ZHRH CORPORATION
Date: October 28, 2021	By:	/s/ Jean-Michel Doublet
Date: March 9, 2022	By:	/s/ Jean-Michel Doublet
		Jean-Michel Doublet
		Chief Executive Officer (principal executive officer)

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