UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~March 31, ~~2021~~2022

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

For the transition period from ______ to ______

Commission file number 333-192874

ZHRH CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		99-0369270
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

50 West Liberty St. Suite 880 Reno, NV		89501
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 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 class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the 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 filing requirements for the past 90 days. ☐ x Yes ☒ o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to ~~Rule~~ Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ x Yes ☒ o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐o Accelerated filer ☐o Non-accelerated Filer x Smaller reporting company x Emerging growth company ☐o

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. ☐o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☒x No ☐ o

The number of shares outstanding of the registrant’s common stock as of ~~February~~May 2218, 2022 was 75,000,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE — NONE

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TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)	4F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	144
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1714
Item 4.	Controls and Procedures	1714
Part II – OTHER INFORMATION		15
Item 1.	Legal Proceedings	1915
Item 1A.	Risk Factors	1915
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1915
Item 3.	Defaults Upon Senior Securities	1915
Item 4.	Mine Safety Disclosures	1915
Item 5.	Other Information	1915
Item 6.	Exhibits	2016
SIGNATURES		2118

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PART 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.

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Item 1. Financial Statements.

ZHRH Corp

~~F/K/A~~formerly ~~Ketdarina~~known ~~Corp.~~as

Ketdarina Corp.

Balance Sheets

(Stated in U.S. Dollars)

	December 31,			June 30,
	March 31,			June 30,
	2021			2021
	2022			2021
ASSETS
Current assets
Cash and cash equivalents	$	—10,349		$	—
Total current assets	$	—10,349			—
TOTAL ASSETS	$	—10,349		$	—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued liabilities and other current liabilities	$	~~175~~123,~~281~~866		$	60,664
Related parties loan payable		~~230~~228,~~855~~382			108,020
Current liabilities of discontinued operations		—			—
Convertible note, net of discount		149,355			—
Total current liabilities		406,136			168,684
Common stock payable		100,000			—
TOTAL LIABILITIES		406,136			168,684
Total current liabilities		601,604			168,684
TOTAL LIABILITIES		601,604			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
Common stock, no par value; 75,000,000 shares authorized, 75,000,000 shares issued and outstanding at March 31, 2022 and June 30, 2021		75,000			75,000
Additional paid-in capital		(15,115	)		(20,916	)
Accumulated deficit		(~~466~~651,~~021~~140	)		(222,768	)
TOTAL STOCKHOLDERS’ DEFICIT		(~~406~~591,~~136~~255	)		(168,684	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	—10,349		$	—

See accompanying notes to the financial statements

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ZHRH Corp

~~F/K/A~~formerly ~~Ketdarina~~known ~~Corp.~~as

Ketdarina Corp.

Statements of Operations and Comprehensive Income

(Stated in U.S. Dollars)

	For the three months ended						For the ~~six~~nine months ended
	December 31,						December 31,
	March 31,						March 31,
	2021			2020			2021			2020
	2022			2021			2022			2021
Operating expenses
Legal fees		409,~~635~~681			218,~~500~~000			~~127~~137,~~412~~093			523,000
Audit and accounting fees		1052,~~400~~000			—			61111,~~500~~000			—
Consulting fees		—101,069			1040,~~715~~003			44145,~~141~~209			1050,~~715~~717
General and administrative expense		—1,402			~~6,173~~—			1011,~~199~~601			6,173
Total operating expense		50164,~~834~~152			1958,~~388~~003			~~243~~404,~~252~~903			2179,~~888~~890
Loss from operations		(50164,~~834~~152	)		(1958,~~388~~003	)		(~~243~~404,~~252~~903	)		(2179,~~888~~890	)
Net income	$	(50,834	)	$	(19,388	)	$	(243,252	)	$	(21,888	)
Other income (expense)
Net income per common share – basic and diluted	$	—		$	(0.01	)	$	—		$	(0.01	)
Interest expense		(4,113	)		—			(4,113	)		—
Amortization of debt discount		(19,355	)		—			(19,355	)		—
Total other income (expense)		(23,468	)		—			(23,468	)		—
Net income	$	(187,620	)	$	(58,003	)	$	(428,371	)	$	(79,890	)
Net income per common share – basic and diluted	$	—		$	(0.02	)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding – basic and diluted		75,000,000			3,740,000			75,000,000			3,740,000

See accompanying notes to the financial statements

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ZHRH Corp

~~F/K/A~~formerly ~~Ketdarina~~known ~~Corp.~~as

Ketdarina Corp

Statements of Cash Flows

(Stated in U.S. Dollars)

	For the Six Months Ended
	For the Nine Months Ended
	December 31,			December 31,
	March 31,			March 31,
	2021			2020
	2022			2021
Cash flows from operating activities
Net loss	$	(~~243~~428,~~252~~371	)		(2179,~~888~~890	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Gain from discontinued operations		—			—
Amortization of debt discount		19,355			—
Changes in assets and liabilities
Increase in accruals and other payables		~~114~~62,~~617~~202			57,000
Increase in related party payables		~~128~~126,~~635~~163			1654,~~888~~535
Net cash used in operating activities from continuing operations		—			—
Net cash used in operating activities		(219,651	)		(18,355	)
Net cash (used in) from operating activities from discontinued operations		—			—
Proceeds from Convertible note		230,000			—
Net cash used in operating activities		—			—
Payments on related party debt		—			18,355
Net increase in cash and cash equivalents		—			—
Net cash used in financing activities		230,000			18,355
Net increase in cash and cash equivalents		10,349			—
Effect of foreign currency translation on cash and cash equivalents		—			—
Cash and cash equivalents–beginning of period		—			—
Cash and cash equivalents–end of period		—10,349			—
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	)		—
Payment on related party debt		—			18,355
Common stock issuable in conjunction with Convertible Note		100,000			—

See accompanying notes to the financial statements

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ZHRH Corp

~~F/K/A~~formerly ~~Ketdarina~~known ~~Corp.~~as

Ketdarina Corp

Statements of Stockholders’ Equity (Deficit)

(Stated in U.S. Dollars)

For the six months ended December 31, 2021
For the nine months ended March 31, 2022
									Total
	Common Stock				Additional Paid In		Accumulated		Stockholders’
	Number of Shares		Par Value		Capital		Deficit		Deficit
Balance - June 30, 2021	$	75,000,000	$	75,000	$	-20,916	$	-222,768	$	-168,684
										—
Forgiveness of related party debt		—		—		5,801		—		5,801
Forgiveness of related party debt						5,801				5,801
Net loss		—		—		—		-199,918		-199,918
Net loss		—		—				-192,418		-192,418
Balance - September 30, 2021	$	75,000,000	$	75,000	$	-15,115	$	-422,686	$	-362,801
Balance - September 30, 2021		75,000,000	$	75,000	$	-15,115	$	-415,186	$	-355,301
Net loss		—		—		—		-40,834		-40,834
Net loss		—		—		—		-50,834		-50,834
Balance - December 31, 2021	$	75,000,000	$	75,000	$	-15,115	$	-463,520	$	-403,635
Balance - December 31, 2021		75,000,000	$	75,000	$	-15,115	$	-466,021	$	-406,136
Net loss		—		—		—		-187,620		-187,620
For the six months ended December 31, 2020
Balance - March 31, 2022		75,000,000	$	75,000	$	-15,115	$	-651,140	$	-591,255
For the Nine months ended March 31, 2021
									Total
	Common Stock				Additional Paid In		Accumulated		Stockholders’
	Number of Shares		Par Value		Capital		Deficit		Deficit
Balance - June 30, 2020	$	3,740,000	$	3,740	$	31,989	$	-52,444	$	-16,715
										—
Net loss		—		—		—		-2,500		-2,500
Balance - September 30, 2020	$	3,740,000	$	3,740	$	31,989	$	-54,944	$	-19,215
Net loss		—		—		—		-19,388		-19,388
Balance - December 31, 2020	$	3,740,000	$	3,740	$	31,989	$	-74,332	$	-38,603
Shares issued to related party		71,260,000		71,260		-52,905		—		18,355
Net loss		—		—		—		-58,003		-58,003
Balance - March 31, 2021	$	75,000,000	$	75,000	$	-20,916	$	-132,335	$	-78,251

See accompanying notes to the financial statements

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ZHRH Corp

~~F/K/A Ketdarina~~formerly ~~Corp.~~known as

Ketdarina Corp

Notes to Financial Statements

For the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022 and June 30, 2021

Note 1 – Organization and basis of accounting

Basis of Presentation and Organization

Ketdarina Corp. was incorporated under the laws of the State of Nevada on July 13, 2011. Until November 19, 2014, we were in the business of wholesale of bedding products to industrial, commercial and institutional retailers, and other professional business users, or to other wholesalers and related subordinated services.

On November 19, 2014, as reported in our Form 8-K which was filed with the Securities and Exchange Commission on November 28, 2014, the previous principal shareholders: (a) sold their shares to Western Highlands Minerals, Ltd., a Vietnamese corporation “WHM”); (b) resigned as our management and appointed 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.

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.

On April 6, 2021, Custodian Ventures LLC (the “Seller”), entered into a Common Stock Purchase Agreement (the “SPA”) pursuant to which the Seller agreed to sell to Calgary Thunder Bay Limited (the “Purchaser”), the 71,260,000 shares of common stock of the Registrant (the “Shares”) owned by the Seller, constituting approximately 95.0% of the Registrant’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 positions and appointed Brett Lovegrove (the “Designee”) as the sole director and officer of the ~~Company~~Registrant. As a result thereof, the Designee is now the sole director and officer of the Registrant.

On May 7, 2021, by consent of the Company’s sole director and Calgary Thunder Bay Limited, 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.

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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 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 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”).

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.

The accompanying condensed financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

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~~ZHRH Corp~~Note 2 – Going Concern

F/K/A Ketdarina Corp.

Notes to Financial Statements

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

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Employee Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

Fair Value Measurement

The Company values its amounts due to related partings and short term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

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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.

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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 consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825.” This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not believe that this ASU will have an impact of this on its consolidated financial statements.

In August 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU No. 2020-06 simplifies the accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock will be reported as a single equity instrument, with no separate accounting for embedded conversion features. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. In addition, ASU No. 2020-06 simplifies the diluted earnings per share (EPS) calculation in certain areas. ASU No. 2020-06 is effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, ASU No. 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in fiscal years beginning after December 15, 2020. An entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluating the impact of this accounting pronouncement on its financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.

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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 4 – Related Party Transactions

During the fiscal year July 01, 2020 thru April 06, 2021, David Lazar, paid $26,195 of expenses related transfer agent, state registration fees and legal fees on behalf of the company. On March 09, 2021, the Company issued 71,260,000 shares of common stock issued at par value of $0.001, as repayment of debt owed to Custodian Ventures, LLC in the amount of $18,355. On April 12, 2021, Custodian Ventures forgave all amounts owing to them by the Company in the amount of $5,801. As of ~~September~~March 3031, ~~2021~~2022 and June 30, 2021, a total of $0 and $5,179, remains outstanding to Custodian Ventures, LLC, respectively.

During the ~~six~~nine months ended ~~December~~March 31, ~~2021~~2022, Calgary Thunder Bay paid $~~128~~126,~~635~~163 of expenses related to accounting, audit, legal and consulting fees. As ~~December~~ March 31, ~~2021~~2022, a total of $~~230~~228,~~855~~382 remains outstanding to Calgary Thunder Bay Limited.

~~On October~~Note ~~25,~~5 ~~2021,~~– weConvertible 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”).notes

~~Pursuant to~~On January 24, 2022, the ~~Amendment~~Company received $200,000 ~~each~~in ~~Mr.~~exchange ~~Jean-Michel~~for ~~Doublet~~a ~~and~~January ~~Mr.~~24, ~~Lionel~~2021 ~~Therond~~promissory ~~are~~convertible tonote ~~provide~~in ~~25%~~the amount of ~~their~~$200,000 ~~working~~from ~~hours~~an ~~each~~unrelated third ~~week~~party. toThe ~~their~~note ~~duties to~~matures ~~the~~on ~~Company~~December in31, ~~exchange~~2022 ~~for~~after the ~~following:~~issuance ~~(i)~~date ~~Blue~~and ~~Oak~~bears a 10% interest rate. The note is toconvertible ~~receive~~at anany time ~~increased~~based ~~success~~on ~~fee~~the ~~under~~indebtedness of such conversion divided by the ~~Original~~value ~~Agreement~~per ~~upon~~share ~~consummation~~ of ~~the~~common ~~Proposed~~stock ~~Business~~as ~~Combination~~determined based on a company valuation of $30,000,000. ~~(ii)~~The Mrwill be at a current fixed price of $0.40 ~~Jean~~Due to these provisions, this convertible notes not qualify for derivative accounting under ASC 815-~~Michel~~15, ~~Doublet~~Derivatives and MrHedging. ~~Lionel~~In ~~Therond~~addition, ~~are~~this ~~each~~convertible note was issued pursuant to ~~receive~~a ~~0.5%~~share ofpurchase agreement between the Company~~’s common~~ ~~stock~~and onthe note holder. The Company shall issue and sell to Buyer a ~~fully~~number ~~diluted~~of ~~basis~~shares ~~upon~~of Common Stock equal to (i) $200,000 (the ~~occurrence~~“Shares ofPurchase Price”) 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 the Shares Closing (~~iii)~~the Mr“Shares”). By ~~Jean-Michel~~way ~~Doublet~~of example and ~~Mr.~~not ~~Lionel~~limitation, ~~Therond~~in the event that as of the Shares Closing, there are ~~each~~75,000,000 toshares ~~receive~~of ~~additional~~Common Stock issued and ~~shares~~outstanding, ~~constituting~~Buyer ~~1.5%~~will ofacquire ~~the~~500,000 ~~Company’s~~shares ~~then~~of ~~fully~~Common ~~diluted~~Stock ~~common~~($200,000 ~~stock~~divided toby ~~vest~~$0.40), ~~upon~~at ~~the~~a ~~Company’s~~purchase ~~uplisting~~price toof ~~the~~$0.40 ~~OTCQB~~per share of orCommon ~~Nasdaq~~Stock.

~~Mr.~~On March 07, 2022, the ~~Doublet~~Company isreceived $30,000 in exchange for a ~~beneficial~~promissory ~~owner~~convertible ofnote ~~60%~~in the amount of ~~Blue~~$30,000 ~~Oak~~from ~~and~~an isunrelated third party. The note matures on December 31, 2022 after the ~~Chief~~issuance ~~Executive~~date ~~Officer~~and ofbears ~~Blue~~a ~~Oak.~~10% Mrinterest rate. ~~Lionel~~The ~~Therond~~note is aconvertible ~~beneficial~~at ~~owner~~any time based on the indebtedness of ~~40%~~such conversion divided by the value per share of ~~Blue~~common ~~Oak~~stock ~~and~~as isdetermined based on a ~~director~~company valuation of $30,000,000. The will be at ~~Blue~~a ~~Oak~~current fixed price of $0.40 Due to these provisions, this convertible notes not qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

~~Blue Oak~~A issummary ~~set~~of value changes to ~~receive remuneration from~~ the ~~Company~~notes infor ~~connection with~~ the ~~Proposed~~nine ~~Business~~months ~~Combination~~ended ~~pursuant~~March to31, ~~the~~2022 ~~Original~~is ~~Agreement.~~as follows:

-12-


Carrying value of Convertible Notes at July 01, 2021	$	—
New principal		230,000
Total principal		230,000
Less: conversion of principal		—
Less: discount related to fair value of the beneficial conversion feature		100,000
Less: discount related to original issue discount		—
Less: deferred financing fees		—
Add: amortization of discount and deferred financing fees		19,355
Carrying value of Convertible Notes at March 31, 2022	$	149,355

As of March 31, 2022, the was a total unamortized discount remaining in the amount of $80,645 with a remaining life of 275 days or 9 months.

F-8

Table of Contents

~~ZHRH Corp~~Note 6 – Common stock

F/K/A Ketdarina Corp.

Notes to Financial Statements

For the six months ended December 31, 2021 and June 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 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 6 7 – Additional paid in capital

On April 12, 2021, Custodian Ventures forgave all amounts owing to them by the Company in the amount of $5,801. This is recorded in additional paid in capital.

Note 7 8 – Subsequent Events

In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements were available to be issued, there was only one material subsequent event.

F-~~13-~~9

Table of Contents

~~Item~~ ITEM 2. ~~Management~~MANAGEMENT’sS ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis~~ANALYSIS ofOF ~~Financial~~FINANCIAL ~~Condition~~CONDITION ~~and~~AND ~~Results~~RESULTS ofOF ~~Operations.~~OPERATIONS

The following discussion and analysis of the results of operations and financial condition of the Company for the quarters ended ~~December~~ March 31, ~~2021~~2022 and ~~2020~~2021, should be read in conjunction with the other sections of this Quarterly Report, including the Financial Statements and notes thereto of the Company included in this Quarterly Report. The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Quarterly Report as well as other matters over which we have no control. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report. Operating results for the nine months ended March 31, 2021, are not necessarily indicative of results that may occur in future interim periods or for the full fiscal year.

Organizational ~~History~~ History of the Company and Overview

ZHRH Corporation (“we,” “our,” “us” or the “Company”) was originally incorporated in the State of Nevada on July 13, 2011, as Ketdarina Corp. On May 7, 2021, the Company amended its Articles of Incorporation in Nevada to change its corporate name to ZHRH Corporation, our current name, which became effective on July 16, 2021.

Until November 19, 2014, the Company was in the business of wholesale of bedding products to industrial, commercial and institutional retailers, and other professional business users, or to other wholesalers and related subordinated services. On November 19, 2014, the 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.-4-

~~-14-~~Table of Contents

~~Table~~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 ~~Contents~~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.

NoOn October 4, 2021, the ~~Current~~Board ~~Operations~~of Directors of the Company increased the size of the Board by two persons and ~~Shell~~appointed ~~Status~~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.

InOn October 25, 2021, orwe ~~about~~entered ~~2015~~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 ~~phased~~was ~~out~~not ofa ~~its~~party ~~prior~~to ~~business~~the Original Agreement between ZHRH China and ~~became~~Blue aOak. The Amendment is aeffective ~~“shell~~as ~~company~~of October 25,” 2021, and sets forth that Mr. Jean-Michel Doublet is to be appointed as ~~such~~the ~~term~~Company’s Chief Executive Officer and Mr. Lionel Therond is ~~defined~~to inbe appointed as the Company’s Chief Financial Officer. ~~Rule~~The ~~12b~~Amendment was entered into with the intent to set forth renumeration to be received by Mr. Jean-2Michel ~~under~~Doublet and Mr. Lionel Therond in connection with any proposed business combination in which the ~~Exchange~~Company ~~Act~~acquires ofZHRH ~~1934~~China. The Company has not entered into any agreements, letters asof ~~amended~~intent (or any other oral or written agreements in connection with any proposed business combination in which the ~~“Exchange~~Company ~~Act”)~~acquires ZHRH China, other than the Amendment. ~~The~~There can be no assurance that the Company iswill ~~currently~~enter ainto ~~shell~~any ~~company~~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”).

~~The Company~~Pursuant ~~has~~to nothe ~~operations~~Amendment, each atMr. ~~this~~Jean-Michel ~~time,~~Doublet and ~~currently~~Mr. ~~does~~Lionel ~~not~~Therond ~~have~~are ~~any~~to ~~principal~~provide ~~products~~25% orof ~~services,~~their ~~customers~~working orhours ~~intellectual~~each ~~property. As~~week to their duties to the Company in ~~has~~exchange nofor ~~current~~the ~~operations,~~following: it(i) ~~also~~Blue ~~currently~~Oak is ~~not~~to ~~subject~~receive toan ~~any~~increased ~~competitive~~success ~~business~~fee ~~conditions.~~under ~~Further~~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 isstock ~~not~~on ~~subject~~a tofully ~~any~~diluted ~~government~~basis ~~approvals~~upon atthe ~~this~~occurrence ~~time,~~of ~~other~~the ~~than~~Proposed ~~those~~Business ~~applicable~~Combination to itvest as50% aupon ~~“shell~~completion ~~company,”~~of asthe ~~such~~Proposed Business ~~term~~Combination isand ~~defined~~50% in6 ~~Rule~~months ~~12b~~thereafter and (iii) Mr. Jean-2Michel ~~under~~Doublet and Mr. Lionel Therond are each to receive additional shares constituting 1.5% of the ~~Exchange~~Company’s ~~Act~~then fully diluted common stock to vest upon the Company’s uplisting to the OTCQB or Nasdaq.

~~Prior~~On October 25, 2021, ~~Receivership~~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 ~~December~~ ~~11,~~October ~~2020~~25, ~~as a result of a receivership in the Eighth Judicial District Court in Clark County~~2021, ~~Nevada, Case Number: A-20-816621-B,~~ the ~~plaintiff~~Board ~~creditor~~of inDirectors ~~the case, Custodian Ventures LLC (the “Custodian”) received an order from the Clark County Court appointing David Lazar as the receiver~~ of the Company. Ontook the ~~same~~following ~~date,~~actions: ~~David~~(i) ~~Lazar~~appointed ~~was~~Mr. ~~appointed~~Jean-Michel Doublet as the Company’s Chief Executive Officer, ~~President,~~(ii) ~~Secretary,~~appointed ~~Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors~~Mr. OnLionel ~~December~~Therond ~~29, 2020,~~as the Company’s ~~Charter~~Chief ~~was~~Financial ~~reinstated~~Officer inand ~~the~~(iii) ~~State~~appointed ~~of Nevada~~Mr. ~~The~~Brett ~~receivership~~Lovegrove ~~was~~as ~~terminated by~~ the ~~Eighth Judicial District~~ ~~Court~~Chairman inof ~~Clark~~the ~~County~~Board, ~~Nevada,~~all ~~under~~effective ~~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~~Mr. Doublet is a beneficial ~~Developments~~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.

~~On October~~Blue 4,Oak ~~2021,~~is ~~the~~set ~~Board~~to ofreceive remuneration ~~Directors~~from of the Company ~~increased~~in ~~the~~connection ~~size~~with of the ~~Board~~Proposed byBusiness ~~two~~Combination ~~persons~~pursuant ~~and~~to ~~appointed each James Purnell Bond and Aymar de Lencquesaing as directors of~~ the ~~Company~~Original ~~effective as of October 4, 2021~~Agreement. ~~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. Jean5-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”).

~~-15-~~Table of Contents

~~Table~~No ofCurrent ~~Contents~~Operations and Shell Status

~~Pursuant to~~In ~~the~~or ~~Amendment~~about 2015, ~~each~~the Company ~~Mr.~~phased ~~Jean-Michel~~out ~~Doublet and Mr. Lionel Therond are to provide 25%~~ of ~~their~~its ~~working~~prior ~~hours~~business ~~each~~and ~~week~~became toa ~~their~~is ~~duties to~~a ~~the~~“shell ~~Company~~company,” inas ~~exchange~~such ~~for~~term ~~the following: (i) Blue Oak~~ is todefined ~~receive~~in anRule ~~increased~~12b-2 ~~success fee~~ under the Exchange ~~Original~~Act ~~Agreement upon consummation~~ of ~~the Proposed Business Combination~~1934, ~~(ii)~~as ~~Mr.~~amended ~~Jean-Michel Doublet and Mr. Lionel Therond are each to receive 0.5% of~~ (the ~~Company’s common~~“Exchange ~~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~~Act”) Mr. ~~Jean-Michel~~The ~~Doublet and Mr. Lionel Therond are each to receive additional shares constituting 1.5% of the~~ Company’s ~~then~~is ~~fully~~currently ~~diluted~~a ~~common~~shell ~~stock to vest upon the Company’s uplisting to the OTCQB or Nasdaq~~company.

OnThe Company has no operations ~~October~~at 25this time, ~~2021~~and currently does not have any principal products or services, Mrcustomers or intellectual property. ~~Brett~~As ~~Lovegrove,~~the ~~who~~Company has ~~served~~no current asoperations, ~~the~~it ~~sole~~also ~~director~~currently ~~and~~is ~~officer~~not ofsubject to any competitive business conditions. Further, the Company ~~since~~is ~~April~~not ~~13,~~subject ~~2021,~~to ~~resigned~~any ~~from~~government ~~all~~approvals ~~officer~~at ~~positions~~this ~~with~~time, ~~the~~other ~~Company~~than ~~effective~~those onapplicable to it as a “shell company,” as such term is defined in Rule 12b-2 under the ~~same~~Exchange ~~date~~Act.

~~On October~~Prior 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.Receivership

~~Mr.~~On December 11, 2020, ~~Doublet~~as isa result of a ~~beneficial~~receivership ~~owner~~in ofthe ~~60%~~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 ~~Blue~~the ~~Oak~~Company. ~~and~~On isthe same date, David Lazar was appointed as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of ~~Blue~~the ~~Oak.~~Board Mrof Directors. ~~Lionel~~On ~~Therond~~December is29, a2020, ~~beneficial~~the ~~owner~~Company’s ofCharter ~~40%~~was reinstated in the State of ~~Blue~~Nevada. ~~Oak~~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 ison athe ~~director~~same atdate, ~~Blue~~the ~~Oak~~court also discharged Mr. Lazar as the receiver.

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

~~Results~~Note Purchase Agreement ofdated ~~Operations~~March 7, 2022 and Related Agreements

~~Results~~On March 7, 2022, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with James Purnell Bond, a member of ~~Operations~~the ~~for~~Company’s Board of Directors. Pursuant to the ~~three~~Note ~~months~~Purchase ~~period~~Agreement, ~~ended~~the Company agreed to sell and issue to Mr. Bond, a convertible promissory note in the principal amount of $30,000 (the “Note”). The Note was issued to Mr. Bond on March 7, 2022. The Note carries an interest rate of 10% per annum and matures on December 31, ~~2021~~2022 (the “Maturity Date”). The Note converts automatically on the first business day following the completion of a transaction between the Company and Zhonghuan Ruiheng Environmental Technology Co., Ltd. (“ZHRH China”) pursuant to which the Company shall obtain a controlling interest in ZHRH China, shall have been completed and the Company shall have obtained such controlling interest, as determined by the Company (the “ZHRH Transaction”), into a number of unregistered and restricted fully paid and nonassessable shares of shares of the Company’s common stock equal to (i) the indebtedness under the Note as of such conversion date divided by (ii) the value per share of common stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of common stock as of such conversion date (the “Conversion Shares”). In the event that the ZHRH Transaction is not completed prior to the Maturity Date, none of the indebtedness under the Note will convert or be convertible into shares of the Company’s common stock and instead the indebtedness under the Note will come due and payable in full. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all. In connection with the Note Purchase Agreement and the Note, on March 7, 2022, the Company entered into an Escrow Agreement (the “Escrow Agreement”) with Mr. Bond, and Anthony L.G., PLLC as the escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, Mr. Bond agreed to deliver the purchase price for the ~~three~~Note ~~months~~to ~~period~~the ~~ended~~escrow ~~December~~account 31to be held by the Escrow Agent, ~~2020~~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.

~~For the three months period ended December 31, 2021 we generated $0 in revenues.~~-6-

~~For the~~Table ~~three months period ended December 31, 2021 we had $50,834~~ of operating expenses consisting of $30,235 of legal fees and $10,400 of accounting and audit fees, and $10,199 of general and administrative expense compared to $19,388 of consulting, 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 its prior receivership and for the preparation of financials and SEC reports.Contents

~~Results~~Securities Purchase ofAgreement ~~Operations~~dated ~~for~~January ~~the six months period ended December 31~~24, ~~2021~~2022 and ~~for~~Related ~~the six months period ended December 31, 2020~~Agreements

~~For~~On January 24, 2022, the ~~six~~Company ~~months~~entered ~~period~~into ~~ended~~a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Badon Partners SAS and Calgary Thunder Bay Limited. Calgary Thunder Bay Limited is the Company’s majority shareholder, holding 71,260,000 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 100% owner of Calgary Thunder Bay Limited and has the power to vote and dispose of the shares held by Calgary Thunder Bay Limited. Badon Partners SAS is 100% owned and controlled by Aymar de Lencquesaing a member of the Company’s Board of Directors. Pursuant to the Securities Purchase Agreement, the Company agreed to sell and issue Badon Partners SAS a convertible promissory note in the principal amount of $200,000 (the “Note”) and to sell and issue to Badon Partners SAS and a number of shares of the Company’s common stock equal to (i) $200,000 (the “Shares Purchase Price”) divided by (ii) the value per share of common stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of common stock as of the “Shares Closing,” as such term is defined in the Securities Purchase Agreement (the “Shares”). The term “Share Closing” is defined in the Securities Purchase Agreement as the first business day after the completion of the ZHRH Transaction. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all. Pursuant to the Securities Purchase Agreement, Calgary Thunder Bay Limited agreed that in the event that the ZHRH Transaction does not occur, and the Note becomes due and payable, Calgary Thunder Bay Limited will transfer 50% of the shares it holds in the Company to Badon Partners SAS in full satisfaction of the indebtedness under the Note. Calgary Thunder Bay Limited also agreed in the Securities Purchase Agreement to not directly or indirectly sell or offer to sell the shares of the 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 Note was issued to Badon Partners SAS on January 24, 2022. The Note carries an interest rate of 10% per annum and matures on December 31, ~~2021~~2022 we(the ~~generated~~“Maturity Date”). The Note converts automatically on the first business day following the completion of the ZHRH Transaction, into a number of unregistered and restricted fully paid and nonassessable shares of shares of the Company’s common stock equal to (i) the indebtedness under the Note as of such conversion date divided by (ii) the value per share of common stock as determined based on a valuation of the Company of $030,000,000 and the number of issued and outstanding shares of common stock as of such date conversion date (the “Conversion Shares”). In the event that the ZHRH Transaction is not completed prior to the Maturity Date, none of the indebtedness under the Note will convert or be convertible into shares of the Company’s common stock and Calgary Thunder Bay Limited will transfer to Badon Partners SAS 50% of the shares of the Company’s common stock held by Calgary Thunder Bay limited in ~~revenues~~accordance with the terms of the Note and the terms of the Securities Purchase Agreement. In connection with the Securities Purchase Agreement and the Note, on January 24, 2022, the Company entered into an Escrow Agreement (the “Escrow Agreement”) with Badon Partners SAS and Anthony L.G., PLLC as the escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement, Badon Partners SAS agreed to deliver the purchase price for the Note to the escrow account to be held by the Escrow Agent, until such time as the Escrow Agent receives an Escrow Release Notice signed by the Company and Badon Partners SAS instructing the release of the escrowed funds to the Company. The Escrow Agent’s fee under the Escrow Agreement is $2,500 to be paid by the Company.

~~For the~~New ~~six~~Director 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 $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 preparation of financials and SEC reports.Appointments

AtOn March 9, 2022, the Board of Directors (the ~~present~~“Board”) ~~time,~~of wethe ~~have~~Company ~~not~~increased ~~made~~the ~~any~~size ~~arrangements~~of tothe ~~raise~~Board ~~additional~~by ~~cash.~~three If(3) wepersons ~~are~~and ~~unable~~appointed toeach ~~raise~~Jean-Michel Doublet, ~~additional~~Lionel ~~cash~~Therond, weand ~~will~~Cindy ~~either have~~Zhongye toLi, ~~suspend~~as ~~operations~~directors ~~until~~of wethe doCompany ~~raise~~effective as of March 9, 2022. Mr. Therond is currently the Company’s ~~cash~~Chief orFinancial ~~cease~~Officer, ~~operations~~and ~~entirely~~Mr. Doublet is currently the Company’s Chief Executive Officer.

-167-

Table of Contents

~~Going~~Entry into Director ~~Concern~~Agreements

~~The Company~~On ~~was~~March ~~only~~9, ~~recently~~2022, ~~released from receivership in Nevada. The Company’s financial statements have been presented on~~ the ~~basis~~ ~~that~~Board itapproved ~~is a going concern, which contemplates~~ the ~~realization~~entry of ~~assets and~~ the ~~satisfaction~~following ofdirectors ~~liabilities~~into indirector ~~the~~agreements ~~normal~~with ~~course of business. At December 31, 2021,~~ the Company ~~had a retained deficit of $415,186 and no working capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.~~:

~~Liquidity and~~● ~~Capital~~Aymar ~~Resources~~de Lencquesaing ● Brett Lovegrove ● Cindy Li ● James P. Bond ● Jean-Michel Doublet ● Lionel Therond

Asas further described in detail below. Brett Lovegrove is currently the Chairman of ~~December~~the ~~31,~~Board. ~~2021~~Mr. Therond is currently the Company’s Chief Financial Officer, and ~~June~~Mr. ~~30,~~Doublet ~~2021~~is wecurrently ~~had~~the noCompany’s ~~cash~~Chief onExecutive ~~hand~~Officer.

~~Critical~~Director Agreement ~~Accounting~~with ~~Policies~~Aymar ~~and~~de ~~Estimates~~Lencquesaing

~~Our management’s~~On ~~discussion~~March ~~and~~9, ~~analysis~~2022, ofthe Company ~~our~~entered ~~financial~~into ~~condition~~a ~~and~~Director ~~results~~Agreement ofwith ~~operations~~Aymar isde ~~based~~Lencquesaing on(the ~~our~~“ADL ~~consolidated~~Director ~~financial statements,~~Agreement”). ~~which~~Pursuant ~~have~~to ~~been~~the ~~prepared~~ADL inDirector Agreement, ~~accordance with U~~Mr.S. ~~generally~~de ~~accepted~~Lencquesaing ~~accounting~~agreed ~~principles,~~to orperform ~~“GAAP.”~~the ~~The~~duties ~~preparation~~ of ~~these~~a ~~financial~~director ~~statements~~in ~~requires~~accordance uswith tothe ~~make~~terms ~~estimates~~of ~~and~~the ~~assumptions~~ADL ~~that~~Director ~~affect~~Agreement ~~the~~with a ~~reported~~time ~~amounts~~commitment of ~~assets~~1-2 ~~and~~days ~~liabilities~~per month, ~~disclosure~~ ofwith ~~contingent~~4 ~~assets~~Board ~~and~~meetings ~~liabilities~~per atyear. ~~the~~The ~~date~~ADL ofDirector ~~the~~Agreement’s ~~financial~~term ~~statements,~~starts ~~and~~on ~~the~~March ~~reported~~9, ~~amounts~~2022 and ofterminates ~~revenue~~upon ~~and~~the ~~expenses during~~earlier of the ~~reported~~following ~~period.~~to Inoccur: ~~accordance~~(i) ~~with~~removal ~~GAAP,~~of weMr. ~~base~~de ~~our~~Lencquesaing ~~estimates~~as ona ~~historical~~director ~~experience~~of ~~and~~the onCompany ~~various~~upon ~~other assumptions~~proper ~~that~~shareholder weaction ~~believe~~in ~~are~~accordance ~~reasonable~~with ~~under~~ the ~~circumstances.~~Company’s ~~Actual~~articles, ~~results~~bylaws ~~may~~and ~~differ~~applicable ~~from~~law ~~these~~(ii) ~~estimates~~Mr. ~~under~~de ~~different~~Lencquesaing’s ~~assumptions or~~resignation ~~Our~~as ~~significant~~a ~~accounting~~director ~~policies~~of ~~are~~the ~~fully~~Company ~~described~~(iii) inMr. ~~Note~~de 3Lencquesaing todeath ~~our~~or ~~consolidated~~(iv) ~~financial~~failure ~~statements~~of ~~appearing~~the ~~elsewhere~~shareholders inof ~~this Annual~~the ~~Report,~~Company ~~and~~to were-elect ~~believe~~Mr. ~~those~~de ~~accounting~~Lencquesaing at ~~policies~~the ~~are~~Company’s ~~critical~~annual toshareholder ~~the~~meeting ~~process~~or ofany ~~making~~special ~~significant~~meeting ~~judgments~~of ~~and~~the ~~estimates~~shareholders in called for the ~~preparation~~purpose of ~~our~~electing ~~consolidated financial statements~~directors.

~~Income~~Pursuant to the ADL Director ~~Taxes~~Agreement, the Company agreed to indemnify Mr. de Lencquesaing, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. de Lencquesaing’s status as a director in accordance with the terms and conditions set forth in the ADL Director Agreement. Pursuant to the ADL Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company, with Mr. de Lencquesaing being named as an insured party under such insurance, following the completion of a transaction between the Company and Zhonghuan Ruiheng Environmental Technology Co., Ltd. (“ZHRH China”) pursuant to which the Company shall obtain a controlling interest in ZHRH China, shall have been completed and the Company shall have obtained such controlling interest, as determined by the Company (the “ZHRH Transaction”). There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

~~Due~~ Pursuant to the ~~historical~~ADL ~~operating losses~~Director Agreement, the ~~inability~~Company toagreed ~~recognize an income tax benefit, and the failure~~ to ~~file~~compensate ~~tax~~Mr. ~~returns~~de ~~for~~Lencquesaing ~~numerous years, there is no provision~~ for ~~current~~such orservices ~~deferred~~$80,000 ~~federal~~per oreach ~~state~~full ~~income~~year ~~taxes~~that ~~for~~he ~~the~~serves ~~period~~as ~~from~~a ~~inception through the period ended~~Director ~~December 31, 2021. As~~ of ~~December 31, 2021,~~ the Company ~~had a retained earnings deficit of $466~~,~~021,~~ ~~however,~~to ~~the amount of that loss that could~~ be ~~carried~~paid ~~forward~~as ~~to offset future taxes is indeterminable.~~ follows:

~~Off-Balance Sheet~~● ~~Arrangements~~The deferred cash grant will be made on the closing of the ZHRH Transaction and will be based on the length of Mr. de Lencquesaing service as a director of the Company as of that date at the time of closing (the “First Grant”), however the cash payment of the First Grant will not occur until the one year anniversary of the date of the First Grant.

~~None~~● Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. de Lencquesaing continues to serve as a director of the Company, the Company will grant Mr. de Lencquesaing $20,000 (each a “Quarterly Grant”) with the payment in cash of same to be made on the one year anniversary of each Quarterly Grant.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~-8-

~~As a~~Table ~~smaller~~of ~~reporting company, we are not required to provide the information called for by this Item.~~Contents

~~Item~~Director Agreement 4.with ~~Controls~~Brett ~~and Procedures.~~Lovegrove

~~Evaluation~~On March 9, 2022, the Company entered into a Director Agreement with Brett Lovegrove (the “BL Director Agreement”). Pursuant to the BL Director Agreement, Mr. Lovegrove agreed to perform the duties of ~~Disclosure~~a ~~Controls~~director in accordance with the terms of the BL Director Agreement with a time commitment of 8-10 days per month, with 4 Board meetings per year. The BL Director Agreement’s term starts on March 9, 2022 and ~~Procedures~~terminates upon the earlier of the following to occur: (i) removal of Mr. Lovegrove as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Lovegrove’s resignation as a director of the Company (iii) Mr. Lovegrove’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Lovegrove at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

~~Disclosure~~Pursuant to the BL Director ~~controls~~Agreement, ~~and~~the ~~procedures~~Company ~~are~~agreed ~~controls~~to ~~and~~indemnify ~~other~~Mr. ~~procedures~~Lovegrove, ~~that~~if ~~are~~he ~~designed~~becomes toa ~~ensure~~party, ~~that~~or ~~information~~is ~~required~~threatened to bebecome ~~disclosed~~a inparty, ~~our~~to a proceeding (other ~~reports~~than ~~filed~~an action by or ~~submitted~~in ~~under~~the right of the ~~Exchange~~Company) ~~Act~~by isreason ~~recorded,~~of ~~processed,~~Mr. ~~summarized~~Lovegrove’s ~~and~~status ~~reported~~as ~~within~~a director in accordance with the ~~time~~terms and ~~periods~~conditions ~~specified~~set forth in the ~~SEC’s~~BL ~~rules~~Director ~~and forms~~Agreement. ~~Disclosure~~Pursuant ~~controls~~to ~~and~~the ~~procedures~~BL ~~include~~Director Agreement, ~~without~~the ~~limitation,~~Company ~~controls~~agreed ~~and~~to ~~procedures~~obtain ~~designed~~and tomaintain ~~ensure~~director ~~that~~and ~~information~~officer ~~required~~insurance tofor bethe ~~disclosed~~Company infollowing ~~Company~~the ~~reports~~completion ~~filed~~of orthe ~~submitted~~ZHRH Transaction and Mr. Lovegrove will be named as an insured party under such insurance. There can be no assurance that the ~~Exchange~~Company ~~Act~~will isenter ~~accumulated~~into ~~and~~any ~~communicated~~letters of intent or any other oral toor ~~management,~~written ~~including~~agreements ~~our~~in ~~Chief~~connection ~~Executive~~with ~~Officer~~the ZHRH Transaction, toor ~~allow~~that ~~timely~~the ~~decisions~~ZHRH ~~regarding~~Transaction ~~required~~can ~~disclosure~~occur at all.

~~-17-~~Pursuant to the BL Director Agreement, the Company agreed to compensate Mr. Lovegrove for such services by issuing him shares of the Company’s common stock as follows:

~~Table~~● The intent is that for each full year that he serves as a director of ~~Contents~~the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

~~As required~~● byThe ~~Rules~~first ~~13a-15~~grant ~~and~~of ~~15d-15~~shares ~~under~~of ~~the~~common ~~Exchange~~stock ~~Act,~~will ~~our~~be ~~Chief~~made ~~Executive~~on ~~Officer~~the closing of the ZHRH Transaction and ~~Chief~~will ~~Financial~~be ~~Officer~~based ~~carried~~on ~~out~~the anlength ~~evaluation~~ of ~~the~~Mr. ~~effectiveness~~Lovegrove’s service as a director of the ~~design~~Company ~~and~~as ~~operation~~of that date at the time of ~~our~~closing ~~disclosure~~(the ~~controls~~“First ~~and~~Grant”).The ~~procedures~~number asof shares of ~~December~~common ~~31,~~stock ~~2021.~~to ~~Based~~be ~~upon~~issued ~~this~~in ~~evaluation, our~~the ~~Chief~~First ~~Executive~~Grant ~~Officer~~shall ~~and~~be ~~Chief~~based ~~Financial~~on ~~Officer~~a ~~concluded~~value ~~that~~of ~~our~~each ~~disclosure~~share ~~controls~~of ~~and~~common ~~procedures~~stock (as ~~defined~~determined based on the number of shares of common stock issued to the shareholders of ZHRH China in ~~Rules~~the ~~13a-15(e) and~~ZHRH ~~15d~~Transaction assuming a pre-~~15(e)~~money ~~under~~valuation of ZHRH China of USD$30 million. In the ~~Exchange~~event ~~Act)~~that ~~were~~Mr. ~~not~~Lovegrove ~~effective~~ceases to serve as a director of ~~December~~the 31Company for any reason prior to the vesting of the First Grant shares, ~~2021~~such First Grant shares will be automatically forfeited.

~~Changes~~ ● Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Lovegrove continues to serve as a director of the Company, the Company will grant Mr. Lovegrove a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in ~~Internal~~any ~~Control~~case ~~Over~~without ~~Financial~~the ~~Reporting~~involvement of Mr. Lovegrove) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Lovegrove ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.

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 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.9-

~~Other than~~Table ~~the~~of foregoing, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Contents

~~-18-~~Director Agreement with Cindy Li

~~Table~~On March 9, 2022, the Company entered into a Director Agreement with Cindy Li (the “CL Director Agreement”). Pursuant to the CL Director Agreement, Ms. Li agreed to perform the duties of ~~Contents~~a director in accordance with the terms of the CL Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The CL Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Ms. Li as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Ms. Li’s resignation as a director of the Company (iii) Ms. Li’s death or (iv) failure of the shareholders of the Company to re-elect Ms. Li at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

~~PART~~Pursuant to the CL Director IIAgreement, -the ~~OTHER~~Company ~~INFORMATION~~ agreed to indemnify Ms. Li, if she becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Ms. Li’s status as a director in accordance with the terms and conditions set forth in the CL Director Agreement. Pursuant to the CL Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Ms. Li will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

~~Item~~Pursuant to the CL Director 1.Agreement, ~~Legal~~the ~~Proceedings~~Company agreed to compensate Ms. Li for such services by issuing her shares of the Company’s common stock as follows:

~~From time~~● toThe ~~time,~~intent weis ~~may~~that ~~become~~for ~~involved~~each infull ~~various~~year ~~lawsuits~~that ~~and~~she ~~legal~~serves ~~proceedings,~~as ~~which~~a ~~arise,~~director inof the ~~ordinary course of business. Litigation is subject to inherent uncertainties~~Company, ~~and~~she’ll anreceive ~~adverse~~a ~~result~~number inof ~~these~~shares orof ~~other~~the ~~matters may arise from time to time that may harm our business. The~~ Company’s ~~officers~~common ~~and~~stock ~~directors~~having ~~are not aware of any threatened or pending litigation to which the Company is~~ a ~~party,~~total ~~or to~~value ~~which any~~ of ~~its property is the subject and which would have any material~~$80, ~~adverse effect on the Company~~000.

~~Item 1A~~● The first grant of shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of Ms. ~~Risk~~Li’s ~~Factors~~service as a director of the Company as of that date at the time of closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Ms. Li ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

As ● Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Ms. Li continues to serve as a ~~smaller~~director ~~reporting~~of ~~company~~the Company, the Company iswill ~~not~~grant ~~required~~Ms. Li a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Ms. Li) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to ~~provide~~no ~~information~~additional ~~under~~contractual ~~this~~lock-in ~~Item~~period. In the event that Ms. Li ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.~~-10-

~~None.~~Table of Contents

~~Item~~Director Agreement 3.with ~~Defaults~~James ~~Upon Senior Securities~~P. Bond

~~None~~On March 9, 2022, the Company entered into a Director Agreement with James P. Bond (the “JB Director Agreement”). Pursuant to the JB Director Agreement, Mr. Bond agreed to perform the duties of a director in accordance with the terms of the JB Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The JB Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. Bond as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Bond’s resignation as a director of the Company (iii) Mr. Bond’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Bond at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

~~Item~~Pursuant to the JB Director 4Agreement, the Company agreed to indemnify Mr. ~~Mine~~Bond, ~~Safety~~if ~~Disclosures~~he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. Bond’s status as a director in accordance with the terms and conditions set forth in the JB Director Agreement. Pursuant to the JB Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Mr. Bond will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

~~Not~~Pursuant to the JB Director ~~applicable~~Agreement, the Company agreed to compensate Mr. Bond for such services by issuing him shares of the Company’s common stock as follows:

~~Item 5.~~● ~~Other~~The ~~Information~~intent is that for each full year that he serves as a director of the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

~~None~~● The first grant of shares of common stock will be made on the Closing of the ZHRH Transaction and will be based on the length of Mr. Bond’s service as a director of the Company as of that date at the time of Closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Mr. Bond ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

● Following the Closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Bond continues to serve as a director of the Company, the Company will grant Mr. Bond a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Bond) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-19year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Bond ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.

~~Table of Contents~~-11-

~~Item 6.~~Table ~~Exhibits.~~of Contents

~~The~~Director Agreement ~~exhibits~~with ~~listed~~Jean-Michel ~~on the Exhibit Index below are provided as part of this report.~~Doublet

Exhibit No.		Description
3.1		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).
3.2		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).
3.3		Amended 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).
10.1		ZHRH- 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).
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		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.*

On March 9, 2022, the Company entered into a Director Agreement with Jean-Michel Doublet (the “JD Director Agreement”). Pursuant to the JD Director Agreement, Mr. Doublet agreed to perform the duties of a director in accordance with the terms of the JD Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The JD Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. Doublet as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Doublet’s resignation as a director of the Company (iii) Mr. Doublet’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Doublet at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

101.INS	Inline 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.SCH	Inline XBRL Taxonomy Extension Schema Document.*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

Pursuant to the JD Director Agreement, the Company agreed to indemnify Mr. Doublet, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. Doublet’s status as a director in accordance with the terms and conditions set forth in the JD Director Agreement. Pursuant to the JD Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Mr. Doublet will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

*Pursuant ~~Filed~~to ~~herewith~~the JD Director Agreement, the Company agreed to compensate Mr. Doublet for such services by issuing him shares of the Company’s common stock as follows:

~~-20-~~● The intent is that for each full year that he serves as a Director of the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

~~Table~~● The first grant of ~~Contents~~shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of Mr. Doublet’s service as a director of the Company as of that date at the time of closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Mr. Doublet ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

~~SIGNATURES~~● Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Doublet continues to serve as a director of the Company, the Company will grant Mr. Doublet a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Doublet) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Doublet ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.

~~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, thereunto duly authorized.~~-12-

	ZHRH CORPORATION
Dated: February 22, 2022	By:	/s/ Jean-Michel Doublet
		Jean-Michel Doublet
		Chief Executive Officer (principal executive officer)

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~~Pursuant to~~Director ~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the~~Agreement ~~registrant~~with ~~and~~Lionel ~~in the capacities and on the dates indicated.~~Therond

Signature	Title	Date
/s/ Lionel Therond	Chief Financial Officer	February 22, 2022
Lionel Therond	(principal financial and accounting officer)

On March 9, 2022, the Company entered into a Director Agreement with Lionel Therond (the “LT Director Agreement”). Pursuant to the LT Director Agreement, Mr. Therond agreed to perform the duties of a director in accordance with the terms of the LT Director Agreement with a time commitment of 1-2 days per month, with 4 Board meetings per year. The LT Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of Mr. Therond as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii) Mr. Therond’s resignation as a director of the Company (iii) Mr. Therond’s death or (iv) failure of the shareholders of the Company to re-elect Mr. Therond at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors.

~~-21-~~Pursuant to the LT Director Agreement, the Company agreed to indemnify Mr. Therond, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Mr. Therond’s status as a director in accordance with the terms and conditions set forth in the LT Director Agreement. Pursuant to the LT Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction, and Mr. Therond will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all.

Pursuant to the LT Director Agreement, the Company agreed to compensate Mr. Therond for such services by issuing him shares of the Company’s common stock as follows:

●

The intent is that for each full year that he serves as a Director of the Company, he’ll receive a number of shares of the Company’s common stock having a total value of $80,000.

●

The first grant of shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of Mr. Therond’s service as a director of the Company as of that date at the time of closing (the “First Grant”).The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that Mr. Therond ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited.

●

Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which Mr. Therond continues to serve as a director of the Company, the Company will grant Mr. Therond a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Therond) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that Mr. Therond ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited.

New Secretary Appointment

On April 11, 2022, the Company appointed Lionel Therond to serve as secretary of the Company effective immediately.

Results of Operations for the three months period ended March 31, 2022 and for the three months period ended March 31, 2021

For the three months period ended March 31, 2022 we generated $0 in revenues.

For the three months period ended March 31, 2022 we had $164,150 of operating expenses consisting of $9,681 of legal fees and $52,000 of accounting and audit fees, $1,401 of general and administrative expense compared to $58,003 of consulting, legal and registration fees during the period the three months ended March 31, 2021. The increase is attributable to legal and accounting fees incurred in order to take the Company out of its prior receivership and for the preparation of financials and SEC reports.

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Results of Operations for the nine months period ended March 31, 2022 and for the nine months period ended March 31, 2021

For the nine months period ended March 31, 2022 we generated $0 in revenues.

For the nine months period ended March 31, 2022 we had $404,903 of operating expenses consisting of $127,412 of legal fees, $111,000 of accounting and audit fees and $145,209 of consulting fees, and $11,601 of general administrative expense compared to $79,890 of legal, consulting and registration fees during the period the nine months ended March 31, 2021. The increase is attributable to legal and accounting fees incurred in order to take the Company out of its prior receivership and for the preparation of financials and SEC reports.

At the present time, we have not made any arrangements to raise additional cash. If we are unable to raise additional cash, we will either have to suspend operations until we do raise the cash or cease operations entirely.

Going Concern

The Company was only recently released from receivership in Nevada. The 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 March 31, 2022, the Company had a retained deficit of $651,139 and no working capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Liquidity and Capital Resources

As of March 31, 2022, and June 30, 2021 we had $10,349 and $0 cash on hand, respectively.

Off Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information called for by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2022. Based upon this evaluation, our Chief 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 March 31, 2022.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From 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 threatened or pending litigation to which the Company is a party, or to which any of its property is the subject and which would have any material, adverse effect on the Company.

ITEM 1A. RISK FACTORS

As a smaller reporting company, the Company is not required to provide information under this Item.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have no senior securities outstanding.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

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

Exhibit No.		Description
3.1		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).

3.2		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).

3.3		Amended 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).

10.1†		ZHRH- 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).

10.2		Form of Note Purchase Agreement with James Purnell Bond dated March 7, 2022. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).

10.3		Form of Convertibles Promissory Note issued to James Purnell Bond dated March 7, 2022. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).

10.4		Form of Escrow Agreement with James Purnell Bond dated March 7, 2022. (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).

10.5		Form of Securities Purchase Agreement with Badon Partners SAS and Calgary Thunder Bay Limited dated January 24, 2022. (Incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).

10.6		Form of Convertibles Promissory Note issued to Badon Partners SAS and Calgary Thunder Bay Limited dated January 24, 2022. (Incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).

10.7		Form of Escrow Agreement with Badon Partners SAS dated January 24, 2022. (Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 9, 2022).

10.8†		Director Agreement with Aymar de Lencquesaing dated March 9, 2022. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).

10.9†		Director Agreement with Brett Lovegrove dated March 9, 2022. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).

10.10†		Director Agreement with Cindy Li dated March 9, 2022. (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).

10.11†		Director Agreement with James P. Bond dated March 9, 2022. (Incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).

10.12†		Director Agreement with Jean-Michel Doublet dated March 9, 2022. (Incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).

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10.13†		Director Agreement with Lionel Therond dated March 9, 2022. (Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed with the Securities and Exchange Commission on March 11, 2022).

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2		Certification of the Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2		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.INS	Inline 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.SCH	Inline XBRL Taxonomy Extension Schema Document.*

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.*

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

Filed herewith.

†

Includes management contracts and compensation plans and arrangements.

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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, thereunto duly authorized.

	ZHRH CORPORATION

Dated: May 18, 2022	By:	/s/ Jean-Michel Doublet
		Jean-Michel Doublet
		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.

Signature	Title	Date
/s/ Lionel Therond	Chief Financial Officer	May 18, 2022
Lionel Therond	(principal financial and accounting officer)

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