Item
1. Financial Statements.
ZHRH
Corp
formerly
known as
Ketdarina
Corp.
Balance
Sheets
(Stated
in U.S. Dollars)
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|
September 30,
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|
June 30,
|
|
|
|
|
2021
|
|
|
2021
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|
ASSETS
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Current assets
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Cash and cash equivalents
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$
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—
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$
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—
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|
Total current assets
|
|
|
—
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|
|
|
—
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|
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TOTAL ASSETS
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$
|
—
|
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|
$
|
—
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current liabilities
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Accrued liabilities and other current liabilities
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$
|
161,767
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|
|
$
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60,664
|
|
|
Related parties loan payable
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193,535
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|
|
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108,020
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|
|
Current liabilities of discontinued operations
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|
|
—
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|
|
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—
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|
Total current liabilities
|
|
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355,301
|
|
|
|
168,684
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|
|
TOTAL LIABILITIES
|
|
|
355,301
|
|
|
|
168,684
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|
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COMMITMENTS & CONTINGENCIES
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|
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—
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—
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STOCKHOLDERS’ DEFICIT
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Common stock, no par value; 75,000,000 shares authorized, 75,000,000
and 3,740,000 shares issued and outstanding, respectively
|
|
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75,000
|
|
|
|
75,000
|
|
|
Additional paid-in capital
|
|
|
(15,115
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)
|
|
|
(20,916
|
)
|
|
Accumulated deficit
|
|
|
(415,186
|
)
|
|
|
(222,768
|
)
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|
TOTAL STOCKHOLDERS’ DEFICIT
|
|
|
(355,301
|
)
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|
|
(168,684
|
)
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|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
—
|
|
|
$
|
—
|
|
See
accompanying notes to the financial statements
ZHRH
Corp
formerly
known as
Ketdarina
Corp.
Statements
of Operations and Comprehensive Income
(Stated
in U.S. Dollars)
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For the Three
Months Ended
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|
|
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September 30,
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September 30,
|
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2021
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2020
|
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Operating expenses
|
|
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Consulting fees
|
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44,141
|
|
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—
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|
Audit and Accounting fees
|
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51,100
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2,500
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Legal fees
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97,177
|
|
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—
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General and administrative expenses
|
|
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—
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—
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Total operating expenses
|
|
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192,418
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|
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|
2,500
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|
|
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|
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Income (loss) from operation
|
|
|
(192,418
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)
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|
|
(2,500
|
)
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Other income (expenses)
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Gain from discontinued operations
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—
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—
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Total other income (expenses)
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—
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—
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—
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Income tax
|
|
|
—
|
|
|
|
—
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Net loss
|
|
$
|
(192,418
|
)
|
|
$
|
(2,500
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)
|
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Loss per share
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Basic
|
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Continuing operations
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—
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—
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Discontinued operations
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—
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—
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Basic, net
|
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$
|
—
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$
|
—
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|
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Weighted average shares outstanding
|
|
|
|
|
|
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Basic
|
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75,000,000
|
|
|
|
3,740,000
|
|
See
accompanying notes to the financial statements
ZHRH
Corp
formerly
known as
Ketdarina
Corp
Statements
of Cash Flows
(Stated
in U.S. Dollars)
|
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For the Years
Ended
|
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September 30,
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September 30,
|
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2021
|
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|
2020
|
|
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Cash flows from operating activities
|
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Net loss
|
|
$
|
(192,418
|
)
|
|
|
(2,500
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities
|
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Gain from discontinued operations
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—
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—
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Changes in assets and liabilities
|
|
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|
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Increase/(decrease) in accruals and other payables
|
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101,102
|
|
|
|
—
|
|
|
Increase/(decrease) in related party payables
|
|
|
91,315
|
|
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|
2,500
|
|
|
Net cash used in operating activities from
continuing operations
|
|
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—
|
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—
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Net cash (used in) from
operating activities from discontinued operations
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—
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—
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Net cash used in operating activities
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—
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—
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Net increase in cash and cash equivalents
|
|
|
—
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—
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Effect of foreign currency translation on cash and cash equivalents
|
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—
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—
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Cash and cash equivalents–beginning of period
|
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—
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—
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Cash and cash equivalents–end of period
|
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—
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—
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|
Less cash and cash equivalents of discontinued operations–end
of period
|
|
$
|
—
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|
|
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—
|
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|
Cash and cash equivalents of continuing operations–end
of period
|
|
$
|
—
|
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|
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—
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|
Supplementary cash flow information:
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Interest paid
|
|
$
|
—
|
|
|
|
—
|
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|
Income taxes paid
|
|
$
|
—
|
|
|
|
—
|
|
|
|
|
|
|
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|
|
|
|
Non-Cash Financing and Investing Activities:
|
|
|
|
|
|
|
|
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Forgiveness of related party debt
|
|
|
(5,801)
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
See
accompanying notes to the financial statements
ZHRH
Corp
formerly
known as
Ketdarina
Corp
Statements
of Stockholders’ Equity (Deficit)
(Stated
in U.S. Dollars)
For
the three months ended September 30, 2021
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Common Stock
|
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Total
|
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|
Number of
Shares
|
|
|
Par Value
|
|
|
Additional Paid
In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Balance - June 30, 2021
|
|
|
75,000,000
|
|
|
$
|
75,000
|
|
|
$
|
(20,916
|
)
|
|
$
|
(222,768
|
)
|
|
$
|
(168,684
|
)
|
|
Forgiveness of related party debt
|
|
|
—
|
|
|
|
—
|
|
|
|
5,801
|
|
|
|
—
|
|
|
|
5,801
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(192,418
|
)
|
|
|
(192,418
|
)
|
|
Balance -September 30, 2021
|
|
|
75,000,000
|
|
|
$
|
75,000
|
|
|
$
|
(15,115
|
)
|
|
$
|
(415,186
|
)
|
|
$
|
(355,301
|
)
|
For
the three months ended September 30, 2020
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
Number of
Shares
|
|
|
Par Value
|
|
|
Additional Paid
In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Stockholders’
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
|
)
|
See
accompanying notes to the financial statements
ZHRH
Corp
formerly
known as
Ketdarina
Corp
Notes
to Financial Statements
For
the three months ended September 30, 2021 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 Registrant. As a result thereof,
the Designee is now the sole director and officer of the Registrant.
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.
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).
The
three levels of the fair value hierarchy are as follows:
Level
1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets
are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on
an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and
listed equities.
Level
2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers
for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary
institutional markets, and valuations are based on observable market data in those markets.
Level
3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used
with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value
its derivative instruments.
Subsequent
Event
The
Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.
Recent
Accounting Pronouncements
On
December 18, 2019, the FASB issued ASU 2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments
are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s
effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial
statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,
2020. The Company is evaluating the impact of this on its consolidated financial statements.
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 is evaluating the impact of this on its consolidated 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.
Note
4 – Related Party Transactions
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.
During
the fiscal year July 01, 2020 through 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 30, 2021 and June 30, 2021, a total of $0 and $5,179,
remains outstanding to Custodian Ventures, LLC, respectively.
During
the three months ended September 30, 2021, Calgary Thunder Bay paid $91,316 of expenses related to accounting, audit and consulting fees.
As September 30, 2021, a total of $193,535 remains outstanding to Calgary Thunder Bay Limited.
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 September 30, 2021, 75,000,000 shares of common stock with a par value of $0.001 remain outstanding.
Note
6 – Additional paid in capital
On
April 12, 2021, Custodian Ventures forgave all amounts owing to them by the Company in the amount of $5,801. This is recorded in additional
paid in capital.
Note
7 – Subsequent 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.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion and analysis of the results of operations and financial condition of the Company for the quarters ended September
30, 2021 and 2020, should be read in conjunction with the other sections of this Quarterly Report, including the Financial Statements
and notes thereto of the Company included in this Quarterly Report. The various sections of this discussion contain forward-looking statements,
all of which 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.
Organizational
History of the Company and Overview
ZHRH
Corporation (“we,” “our,” “us” or the “Company”) was originally incorporated in the State of
Nevada on July 13, 2011, as Ketdarina Corp. On May 7, 2021, the Company amended its Articles of Incorporation in Nevada to change its
corporate name to ZHRH Corporation, our current name, which became effective on July 16, 2021.
Until
November 19, 2014, the Company was in the business of wholesale of bedding products to industrial, commercial and institutional retailers,
and other professional business users, or to other wholesalers and related subordinated services. On November 19, 2014, the Company’s
then principal shareholders sold their shares of the Company to Western Highlands Minerals, Ltd., a Vietnamese corporation (“WHM”),
resigned from all positions with the Company and appointed WHM’s designees as new management; WHM then took over the inactive bedding
business from the Company, and cancelled all previous debt which was owed to them at that time.
In
or about 2015, the Company phased out of its prior business and became a “shell company,” as such term is defined in Rule 12b-2
under the Exchange Act of 1934, as amended (the “Exchange Act”). The Company is currently a shell company.
On
December 11, 2020, as a result of a receivership in the Eighth Judicial District Court in Clark County, Nevada, Case Number: A-20-816621-B,
the plaintiff creditor in the case, Custodian Ventures LLC (the “Custodian”) received an order from the Clark County Court
appointing David Lazar as the receiver of the Company. On the same date, David Lazar was appointed as the Company’s Chief Executive
Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. On December 29,
2020, the Company’s Charter was reinstated in the State of Nevada. The receivership was terminated by the Eighth Judicial District
Court in Clark County, Nevada, under Case Number: A-20-816621-B on May 10, 2021 and on the same date, the court also discharged Mr. Lazar
as the receiver.
On
March 9, 2021, pursuant to the approval of the board of directors of the Company dated March 9, 2021, the Company issued 71,260,000 shares
of common stock, as repayment of debt owed to the Custodian, in the amount of $18,355.
On
April 6, 2021, the Custodian entered into a Common Stock Purchase Agreement (the “SPA”) with Calgary Thunder Bay Limited (“Calgary”),
pursuant to which Calgary purchased 71,260,000 shares of common stock of the Company from the Custodian, representing 95.01% of the total
issued and outstanding shares of the Company’s common stock. The sale was consummated on April 13, 2021. As a result of
the sale, there was a change of control of the Company.
On
that same date, Mr. David Lazar, who was the Company’s then sole officer and director, submitted his resignation from all positions
with the Company and appointed Brett Lovegrove as the sole director and officer of the Company.
On
May 7, 2021, by consent of the Company’s sole director and Calgary, as majority shareholder, the Company amended its corporate name
to ZHRH Corporation and the name change became effective on July 16, 2021.
On
July 16, 2021, the Company changed its trading symbol from KTDR to ZHEC.
No
Current Operations and Shell Status
In
or about 2015, the Company phased out of its prior business and became a is a “shell company,” as such term is defined in Rule
12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”). The Company is currently a shell company.
The
Company has no operations at this time, and currently does not have any principal products or services, customers or intellectual property.
As the Company has no current operations, it also currently is not subject to any competitive business conditions. Further, the Company
is not subject to any government approvals at this time, other than those applicable to it as a “shell company,” as such term
is defined in Rule 12b-2 under the Exchange Act.
Prior
Receivership
On
December 11, 2020, as a result of a receivership in the Eighth Judicial District Court in Clark County, Nevada, Case Number: A-20-816621-B,
the plaintiff creditor in the case, Custodian Ventures LLC (the “Custodian”) received an order from the Clark County Court
appointing David Lazar as the receiver of the Company. On the same date, David Lazar was appointed as the Company’s Chief Executive
Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors. On December 29,
2020, the Company’s Charter was reinstated in the State of Nevada. The receivership was terminated by the Eighth Judicial District
Court in Clark County, Nevada, under Case Number: A-20-816621-B on May 10, 2021 and on the same date, the court also discharged Mr. Lazar
as the receiver.
Recent
Developments
On
October 4, 2021, the Board of Directors of the Company increased the size of the Board by two persons and appointed each James Purnell
Bond and Aymar de Lencquesaing as directors of the Company effective as of October 4, 2021. On October 4, 2021, the Board of the
Company adopted Amended and Restated Bylaws.
On
October 25, 2021, we entered into an amendment with Blue Oak Advisory Limited (“Blue Oak”) and Zhonguan Ruiheng Environmental
Technology Company Limited (“ZHRH China”) (the “Amendment”), which was an amendment to an original agreement between
ZHRH China and Blue Oak dated January 6, 2021, (the “Original Agreement”). The Company was not a party to the Original Agreement
between ZHRH China and Blue Oak. The Amendment is effective as of October 25, 2021, and sets forth that Mr. Jean-Michel Doublet is to
be appointed as the Company’s Chief Executive Officer and Mr. Lionel Therond is to be appointed as the Company’s Chief Financial
Officer. The Amendment was entered into with the intent to set forth renumeration to be received by Mr. Jean-Michel Doublet and Mr. Lionel
Therond in connection with any proposed business combination in which the Company acquires ZHRH China. The Company has not entered into
any agreements, letters of intent or any other oral or written agreements in connection with any proposed business combination in which
the Company acquires ZHRH China, other than the Amendment. There can be no assurance that the Company will enter into any letters of
intent or any other oral or written agreements in connection with any proposed business combination in which the Company acquires ZHRH
China, or that any such business combination can occur at all (the “Proposed Business Combination”).
Pursuant
to the Amendment, each Mr. Jean-Michel Doublet and Mr. Lionel Therond are to provide 25% of their working hours each week to their duties
to the Company in exchange for the following: (i) Blue Oak is to receive an increased success fee under the Original Agreement upon consummation
of the Proposed Business Combination, (ii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are each to receive 0.5% of the Company’s
common stock on a fully diluted basis upon the occurrence of the Proposed Business Combination to vest 50% upon completion of the Proposed
Business Combination and 50% 6 months thereafter and (iii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are each to receive additional
shares constituting 1.5% of the Company’s then fully diluted common stock to vest upon the Company’s uplisting to the OTCQB
or Nasdaq.
On
October 25, 2021, Mr. Brett Lovegrove, who has served as the sole director and officer of the Company since April 13, 2021, resigned
from all officer positions with the Company effective on the same date.
On
October 25, 2021, the Board of Directors of the Company took the following actions: (i) appointed Mr. Jean-Michel Doublet as the Company’s
Chief Executive Officer, (ii) appointed Mr. Lionel Therond as the Company’s Chief Financial Officer and (iii) appointed Mr. Brett
Lovegrove as the Chairman of the Board, all effective on the same date.
Mr.
Doublet is a beneficial owner of 60% of Blue Oak and is the Chief Executive Officer of Blue Oak. Mr. Lionel Therond is a beneficial owner
of 40% of Blue Oak and is a director at Blue Oak.
Blue
Oak is set to receive remuneration from the Company in connection with the Proposed Business Combination pursuant to the Original Agreement.
Results
of Operations
Results
of Operations for the three month period ended September 30, 2021 and for the three month period ended September 30, 2020
For
the three months period ended September 30, 2021 we generated $0 in revenues.
For
the three months period ended September 30, 2021 we had $192,418 of operating expenses consisting of $97,177 of legal fees, $51,100 of
accounting and audit fees and $44,141 of consulting fees compared to $2,500 of legal fees during the period the three months ended September
30, 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.
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 September 30, 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 Resources
As
of September 30, 2021, and June 30, 2021 we had no cash on hand.
Critical
Accounting Policies and Estimates
Our
management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation
of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses
during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or
conditions.
Our
significant accounting policies are fully described in Note 3 to our consolidated financial statements appearing elsewhere in this Annual
Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation
of our consolidated financial statements.
Income
Taxes
Due
to the historical operating losses, the inability to recognize an income tax benefit, and the failure to file tax returns for numerous
years, there is no provision for current or deferred federal or state income taxes for the period from inception through the period ended
September 30, 2021. As of September 30, 2021, the Company had a retained earnings deficit of $415,186, however, the amount of that loss
that could be carried forward to offset future taxes is indeterminable.
Off-Balance
Sheet Arrangements
None.