ZHRH Corp - Quarter Report: 2015 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Commission file number: 333-192874

KETDARINA CORP.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (212) 960-8595

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 filings requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

Indicate the number of shares outstanding of each of the Issuer’s classes of common stock, as of the most practicable date:

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KETDARINA CORP.

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

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KETDARINA CORP.

Condensed Statement of Operations

(unaudited)

The accompanying notes are an integral part of these financial statements.

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KETDARINA CORP.

Condensed Statements of Cash Flows

(unaudited)

The accompanying notes are an integral part of these financial statements.

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KETDARINA CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2015

NOTE 1 — CONDENSED FINANCIAL STATEMENTS

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”) and/or Mr. Phap Bui as representative; (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.

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended September 30, 2015 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2015 audited financial statements as reported in its Form 10-K. The results of operations for the three-month period ended September 30, 2015 are not necessarily indicative of the operating results for the full year ending June 30, 2015.

NOTE 2 — GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenues through the three months ended September 30, 2015, and is no longer in the bedding business. The Company currently has no working capital, and has not completed the acquisition of any assets or a business.

Management anticipates that the Company will be dependent, for the near future, on investment capital to fund any acquisitions and operating expenses. The Company intends to position itself so that it may be able to raise funds through the capital markets. New management can give no assurances that the Company will be successful in this or any of its endeavors or become financially viable as a going concern.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a June 30 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $0 of cash and cash equivalents as of September 30, 2015 and $0 of cash and cash equivalents as of June 30, 2015.

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KETDARINA CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2015

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company ’ s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2015.

Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

Ketdarina Corp. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

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KETDARINA CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2015

NOTE 4 — LOAN FROM DIRECTOR

On February 2, 2012, the director loaned $100 to open bank account.

On March 22, 2012, director loaned $180 for Sample Purchase.

On December 4, 2013, the director loaned $3,670 to cover Professional fees.

On December 5, 2013, the director loaned $3,670 to cover Professional fees.

During the year ended June 30, 2014, the director loaned $20,000 to fund operations for the Company.

The loans are unsecured, non-interest bearing and due on demand

As part of the change of control, the now-former director forgave all indebtedness owed to him as of November 19, 2014.

As of September 30, 2015, an affiliate of the new principal shareholder loaned the Company $2,220, which is unsecured, non-interest bearing, and due on demand.

As of June 30, 2015 an affiliate of the new principal shareholder loaned the Company $5,707 as a loan, which is unsecured, non-interest bearing, and due on demand

NOTE 5 — COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On February 10, 2012, the Company issued 2,000,000 shares of common stock for cash proceeds of $2,000 at $0.001 per share.

On May 3, 2012, the Company issued 1,680,000 shares of common stock for cash proceeds of $16,772 at $0.01 per share.

In February 2014, the Company issued 60,000 shares of common stock for cash proceeds of $600 at $0.01 per share.

There were 3,740,000 shares of common stock issued and outstanding as of September 30, 2015.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 — SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations up to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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FORWARD LOOKING STATEMENTS

Statements made in this Quarterly Report on Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Because of the change of control which took place on November 19, 2014, as of the date of filing this Quarterly Report on Form 10-Q, we have not entered into any definitive agreement to change our direction by acquiring any assets or a business. We are currently a “shell” company, as that term is defined in the Securities Exchange Act of 1934.

Our principal address is located 7260 W. Azure Dr., Suite 140-951, Las Vegas, NY 89130. We were incorporated in the State of Nevada on July 13, 2011. Our fiscal year end is June 30.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

Three Months Period Ended September 30, 2015 and September 30, 2014

Our net loss for the three months period ended September 30, 2015 was $0 , compared to $15,411 for the three months ended September 30, 2014. During the three month period ended September 30, 2015 we did not generate any revenues.

During the three month period ended September 30, 2015, our operating expenses were general and administrative expenses of $0, professional fees of $0. The weighted average number of shares outstanding was 3,740,000 for the three month period ended September 30, 2015. During the three month period ended September 30, 2014, our operating expenses were general and administrative expenses of $107, and professional fees of $15,304. The weighted average number of shares outstanding was 3,740,000 for the three month period ended September 30, 2014

Three Months Period Ended September 30, 2015 and September 30, 2014

Our net loss for the three months period ended September 30, 2015 was $20,173, compared to $9,341 for the three months ended September 30, 2014. During the three month period ended September 30, 2015 we did not generate any revenues.

During the three month period ended September 30, 2015, our operating expenses were general and administrative expenses of $0, professional fees of $0. The weighted average number of shares outstanding was 3,740,000 for the three month period ended September 30, 2015. During the three month period ended September 30, 2014, our operating expenses were general and administrative expenses of $107, and professional fees of $15,304. The weighted average number of shares outstanding was 3,740,000 for the three month period ended September 30, 2014.

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Liquidity and Capital Resources

Three Month Period Ended September 30, 2015

As of September 30, 2015, our total assets were $0, compared to $13,805 at September 30, 2014, which was cash.  Our total liabilities were $0 as of September 30, 2015 and $0 as of June, 2015. Our stockholders’ equity (deficit) was ($46,166) as of September 30, 2015 compared to stockholders' equity of $46,166 as of June 30, 2015.

Cash Flows from Operating Activities

We do not have operations, and therefore have not generated positive cash flows from operating activities. For the three month period ended September 30, 2015, net cash flows used in operating activities was $0. For the three month period ended September 30, 2014, we had net cash flows used in operating activities of $15,411.

Cash Flows from Financing Activities

We do not have operations, and therefore have not generated positive cash flows from operating activities. For the three month period ended September 30, 2015, net cash flows used in financing activities was $0. For the three months period ended September 30, 2014, net cash flows used in operating activities was $15,411.

Plan of Operation and Funding

We are currently a “shell,” as that term is defined in the Securities Exchange Act of 1934. New management has not entered into any agreements or understanding for the acquisition of any assets or a business. We expect that if and when we acquire assets and/or a business, we will need to raise capital. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict any proposed business operations. We currently do not have a specific plan of how we will obtain any needed funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We do not have any agreements or arrangements in place for any future equity or debt financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The independent registered public accounting firm’s audit opinion accompanying our June 30, 2015 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable to smaller reporting companies.

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ITEM 4. CONTROLS AND PROCEDURES

The term "disclosure controls and procedures" (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within required time periods. "Disclosure controls and procedures" include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officers also confirmed that there was no change in our internal control over financial reporting during the three-month period ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

Not Applicable to smaller reporting companies

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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