Notes
to Financial Statements
For
the six months ended December 31, 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 WHMs 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 Companys 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 Registrants 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 Purchasers affiliates.
On
that same date, Mr. David Lazar, who was the Registrants sole officer and director, submitted his resignation from all management
positions and appointed Brett Lovegrove as the sole director and officer of the Company.
On
May 7, 2021, by consent of the Companys 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.
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.
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 Companys Chief Executive Officer and Mr. Lionel Therond is to be appointed as the Companys 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 Companys
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 Companys then fully diluted common stock to vest upon the Companys 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 Companys
Chief Executive Officer, (ii) appointed Mr. Lionel Therond as the Companys 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 Companys 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.
ZHRH
Corp
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).
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 Companys 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 managements 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 ASUs amendments
are based on changes that were suggested by stakeholders as part of the FASBs simplification initiative (i.e., the Boards
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.
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 managements opinion will not have a material impact on the Companys present or future
consolidated financial statements.
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
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 Companys 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 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 30, 2021 and June 30, 2021, a total of $0 and $5,179,
remains outstanding to Custodian Ventures, LLC, respectively.
During
the six months ended December 31, 2021, Calgary Thunder Bay paid $128,635 of expenses related to accounting, audit, legal and consulting
fees. As December 31, 2021, a total of $230,855 remains outstanding to Calgary Thunder Bay Limited.
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 Companys Chief Executive Officer and Mr. Lionel Therond is to be appointed as the Companys 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 Companys
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 Companys then fully diluted common stock to vest upon the Companys uplisting to the OTCQB
or Nasdaq.
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.
ZHRH
Corp
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 – 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 Companys management reviewed all material events through the date these financial statements were
available to be issued, there was only one material subsequent event.