ZHRH: Management’s discussion and analysis of financial condition and operating results. (form 10-K)

The following discussion and analysis of the results of operations and the financial position of the Company for the years ended: June 30, 2020 and 2019, should be read in conjunction with the other sections of this annual report, including the “Description of the Business” and the Company’s financial statements and related notes included in this annual 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 in this annual report as well as other matters on which we have no responsibility. control. See “Caution Regarding Forward-Looking Statements”. Our actual results may differ materially. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this annual report.

History of the organization of the company and overview

ZHRH Company (“We”, “our”, “our” or the “Company”) was originally incorporated into the State of nevada to July 13, 2011, like Ketdarina Corp. At May 7, 2021, the Company amended its articles of association Nevada change its corporate name to ZHRH Company, our current name, came into effect on July 16, 2021.

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Up to November 19, 2014, the Company was engaged in wholesaling bedding products to industrial, commercial and institutional retailers and other professional users, or to other wholesalers and related subordinate services. At November 19, 2014, the principal shareholders of the Company at the time sold their shares of the Company to Western Highlands Minerals, Ltd., a Vietnamese company (“WHM”), has resigned from all its positions within the Company and appointed the persons appointed by WHM as new management; WHM then took over the inactive bedding business of the company and canceled all previous debts owed to them at that time.

Around 2015, the Company withdrew from its previous activities and became a “shell company”, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act ”). The Company is currently a shell company.

At December 11, 2020, following a receivership Court of the Eighth Judicial District in Clark County, Nevada, Case number: A-20-816621-B, the claimant creditor in the case, Custodian Ventures LLC (the “Custodian”) has received an order from Clark County Court nomination David Lazar as receiver of the Company. On the same date, David Lazar has been appointed Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors of the Company. At
December 29, 2020, the Charter of the Society was reinstated in the State of nevada. The receivership was terminated by the Court of the Eighth Judicial District in Clark County, Nevada, under file number: A-20-816621-B on May 10, 2021 and on the same date the court also acquitted Mr. Lazar as a receiver.

At March 9, 2021, in accordance with the approval of the Board of Directors of the Company dated March 9, 2021, the Company issued 71,260,000 ordinary shares, in repayment of the debt owed to the Custodian, for an amount of $ 18,355.

At April 6, 2021, the Custodian has entered into an agreement to purchase common shares (the “SPA”) with Calgary Thunder Bay Limited (“Calgary”), pursuant to which Calgary purchased 71,260,000 common shares of the Company from the Custodian, representing 95.01% of the total issued and outstanding common shares of the Company. The sale was closed on April 13, 2021. Following the sale, there was a change of control of the Company.

On the same date, Mr. David Lazar, who was then the sole officer and director of the Company, resigned from all his positions within the Company and appointed Brett lovegrove as the sole director and officer of the Company.

At May 7, 2021, with the consent of the sole director of the Company and of Calgary, as the majority shareholder, the Company changed its name to ZHRH Company
and the name change came into effect on July 16, 2021.

At July 16, 2021, the Company changed its trade symbol from KTDR to ZHEC.

No current operation and shell state

Around 2015, the Company gradually withdrew from its previous activities and became a “shell company”, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act ”). The Company is currently a shell company.

The Company does not currently have any activity and does not currently have any main product or service, customer or intellectual property. As the Company has no current operations, it is also not currently subject to competitive business terms. In addition, the Company is not subject to any government approvals at this time, other than those applicable to it as a “shell company”, as that term is defined in Rule 12b-2 of the Exchange. Act.

Prior Receivership

At December 11, 2020, following a receivership Court of the Eighth Judicial District in Clark County, Nevada, Case number: A-20-816621-B, the claimant creditor in the case, Custodian Ventures LLC (the “Custodian”) has received an order from Clark County Court nomination David Lazar as receiver of the Company. On the same date, David Lazar has been appointed Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors of the Company. At
December 29, 2020, the Charter of the Society was reinstated in the State of nevada. The receivership was terminated by the Court of the Eighth Judicial District in Clark County, Nevada, under file number: A-20-816621-B on May 10, 2021 and on the same date the court also acquitted Mr. Lazar as a receiver.

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Results of Operations

Year ended June 30, 2020 Compared to the closed financial year June 30, 2019

Operating expenses for the year ended June 30, 2020 totaled $ 6,278, compared to
$ 0 for the same period in 2019. The increase is attributable to legal and accounting fees incurred.

Cash flows used in operating activities for the year ended June 30, 2020 totaled
$ 0 compared to $ 0 in 2019.

Going Concern

The Company was only recently released from receivership in Nevada. The financial statements of the Company have been presented on the basis that it is a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. TO June 30, 2020, the Company had an unallocated deficit of $ 52,444 and a negative working capital of $ 16,715. The financial statements do not include any adjustments that may be necessary if the Company is unable to continue to operate.

Liquidity and capital resources

TO June 30, 2020 and 2019, our liquidity consisted of liquidity of $ 0 and $ 0, respectively.

Critical accounting conventions and estimates

The MD&A and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with we 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, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of income and expenses as of the date of the financial statements. during the period under review. 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 depending on different assumptions or conditions.

Our significant accounting policies are described in detail in note 3 to our consolidated financial statements included elsewhere in this annual report, and we believe that these accounting policies are essential to the process of significant judgment and estimation in the preparation of our financial statements. consolidated.

Income Taxes

Due to historical operating losses, the inability to recognize a tax benefit, and the failure to file income tax returns for many years, there is no provision for federal or state income taxes. current or deferred for the period from inception to the period ended. June 30, 2020. From June 30, 2020, the Company had a retained earnings deficit of $ 52,444, however, the amount of this loss that could be carried forward to offset future income taxes is not determinable.

Off-balance sheet provisions

Nothing.

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