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EX-32.1 - CERTIFICATION - TRHF Co LIMITED, INC.trhf_ex321.htm
EX-31.1 - CERTIFICATION - TRHF Co LIMITED, INC.trhf_ex311.htm

 

U.S. 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 June 30, 2016

 

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

 

For the transition period from __________ to ___________

 

Commission File No. 333-197103

 

TRHF COMPANY LIMITED, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

80-0952322

5122

(State or Other Jurisdiction of

IRS Employer

Primary Standard Industrial

Incorporation or Organization)

Identification Number

Classification Code Number

 

TRHF Company Limited, Inc.

Unit B, 5/F, CKK Commercial Center, 289 Hennessy Road,

Hong Kong, China

Tel. 852-28452283

(Address and telephone number of principal executive offices)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes x No ¨

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

 

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

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

 

Applicable Only to Corporate Registrants

 

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

 

Class

Outstanding as of July 16, 2016

Common Stock, $0.001

600,000,000

 

 

 
 
 

TABLE OF CONTENTS

 

 

 

Page

 

PART I

FINANCIAL INFORMATION

 

ITEM 1

FINANCIAL STATEMENTS

3

CONDENSED BALANCE SHEETS

3

CONDENSED STATEMENTS OF OPERATIONS

4

CONDENSED STATEMENTS OF CASH FLOWS

5

NOTES TO CONDENSED FINANCIAL STATEMENTS

6

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

21

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

24

ITEM 4

CONTROLS AND PROCEDURES

24

 

PART II

OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS

25

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

25

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

25

ITEM 4

MINE SAFETY DISCLOSURES

25

ITEM 5

OTHER INFORMATION

25

ITEM 6

EXHIBITS

26

SIGNATURE

27

 

 
2
 

 

PART I. - FINANCIAL INFORMATION

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2016 AND DECEMBER 31, 2015

(STATED IN US DOLLARS)

 

June 30
2016

 

 

December 31,
2015

 

 

 

(Unaudited)

ASSETS

Current assets

Cash and cash equivalents

417,037

Account receivable, net

-344

Other receivable

7169,923

Advance to suppliers

-6,275

Inventories

3,8473,597

Prepaid tax

764-

 

5,33137,176

 

Intangible assets

200,000,000-

 

Property, plant and equipment, net

68,32278,141

 

200,073,653115,317

 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities

Accounts payable

-45,109

Other payables

102,78245,973

Tax payable

-967

Due to related parties

175,790144,714

Accrued liabilities

7,18830,000

 

285,760266,763

 

Long term loan

200,000,000-

 

TOTAL LIABILITIES

200,285,760266,763

STOCKHOLDERS' DEFICIENCY

Common stock, $0.001 par value; 600,000,000 shares authorized; 600,000,000 shares issued and outstanding as of March 31, 2016 and December 31, 2015

600,000600,000

Additional paid in capital

163,590163,590

Accumulated deficits

(989,427)(922,743)

Accumulated other comprehensive income

13,7307,707

TOTAL STOCKHOLDERS' DEFICIENCY

(212,107)(151,446)

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

200,073,653115,317

 

 
3

 

CONDENSED STATEMENTS OF OPERATIONS

  

For the Three Months

For the Six Months

Ended June 30,

Ended June 30,

2016

2015

2016

2015

Revenue

$-$-$-$-

 

Operating Expenses:

General & administrative expenses

68,1172,003149,53026,545

 

Total operating expenses

68,1172,003149,53026,545

 

Other income

36,37382,846

Net loss from operations

(31,744)(2,003)(66,684)(26,545)

 

Foregin Exchange currency

79716,022

Loss before income tax

(23,773)(2,003)(60,662)(26,545)

Provision for income taxes

---

Net Loss

$(23,773)$(2,003)$(60,662)$(26,545)

 

Basic and diluted loss per share

$-$-$-$-

 

Basic and diluted weighted average shares

600,000,00012,580,000600,000,00012,580,000

 

 
4

 

CONDENSED STATEMENTS OF CASH FLOWS

  

For the Six Months

Ended June 30,

2016

2015

Cash flow from operating activities:

Net loss

$(66,684)$(26,545)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortisation

9,819134

Decrease in accounts receivable

344

Decrease in other receivable

9,207

Decrease in advance to suppliers

6,275

(Decrease)/Increase in inventories

(250)

Increase in prepaid expenses

0

Decrease in accounts payable

(45,109)(100)

Increase in other payable

56,809

Decrease in tax payable

(967)

(Decrease)/Increase in prepaid tax

(764)

Decrease in accrued liabilities

(22,812)

 

Net cash used in operating activities

(54,132)(26,511)

 

Cash flows used by investing activities:

Purchase of equipment

--

Net cash used in investing activities

00

 

Cash flows from financing activities:

Proceeds from related parties

31,0760

 

Net decrease in cash

(23,056)(26,511)

Effect of exchange rate changes on cash and cash equivalents

6,023

Cash at beginning of the period

17,037

Cash at end of the period

$4$(26,511)

 

 
5

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR

ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Business

 

TRHF Company Limited, Inc., formerly known as Lagoon Group Corp., (the "Company") was incorporated under the laws of the State of Nevada on September 24, 2013. On June 15, 2015, as a result of a private transaction, the control block of stock of the Company, represented by 10,000,000 shares of common stock, was transferred from Anastasiia Iurova to Wang Bo, and a change of control of the Company occurred. The Company then altered its business plan so that it is now a provider of platforms supporting relaxed and replenishing life in a beautiful ecological countryside. On June 16, 2015, the Company amended its Articles of Incorporation with the State of Nevada in order to change its name to TRHF Company Limited, Inc. and to increase the authorized shares of common stock from 75,000,000 to 600,000,000 (the "Amendments"). The name change was undertaken in order to more closely align with the operations of the Company going forward. The increase in authorized shares was undertaken to allow the Company to acquire a new operating entity. The board of directors of the Company approved the Amendments on June 16, 2015. The shareholders of the Company approved of the Amendments by written consent on June 16, 2015.

 

On July 9, 2015, the Company entered into a share exchange agreement (the "Exchange Agreement") with Health Plus International Ltd. ("HPIL") and Wang Bo, on behalf of himself and certain other individuals who received shares of the Company pursuant to the Exchange Agreement. On the terms and subject to the conditions set forth in the Exchange Agreement, on July 9, 2015, Wang Bo, holding all 50,000 shares of HPIL common stock, sold, assigned, transferred and delivered, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of HPIL held by him to the Company; the objective of such transfer being the acquisition by the Company of all the issued and outstanding shares of HPIL common stock. In exchange for the transfer of such securities by Wang Bo, the Company is issuing, to the shareholders listed on Composite Exhibit A to the Exchange Agreement (the "Shareholders"), 587,420,000 shares of the Company's common stock, par value $.001 per share, as set forth therein. The Exchange Agreement has been filed as an Exhibit to Form 8-K with the U.S. Securities and Exchange Commission on July 13, 2015. Wang Bo has surrendered his certificate representing all of the HPIL shares to the Company. The Shareholder have received certificates evidencing their ownership of the Company.

 

On July 9, 2015, the Company acquired all of the outstanding equity of HPIL.

 

On September 9, 2015, HPIL entered into agreements with Shenzhen Tian Rui Hui Feng Agriculture Co., Ltd. (formerly known as Shenzhen Branch innovation and Technology Company Limited)("SZTRHF"), its shareholders: Shenzhen City Hai Zhuo Tian Rui Investment Company Limited and Wang Jing, whereby the Company, through HPIL, controls SZTRHF and receives substantially all of the economic benefits of SZTRHF.

 

The agreements include an Exclusive Option Agreement allowing HPIL or its nominee to acquire the shares of SZTRHF, a Voting Rights Proxy Agreement that provides HPIL with the voting rights of SZTRHF, and an Equity Pledge Agreement that pledges the shares in SZTRHF to HPIL, and a Entrusted Management Agreement whereby the Company has been entrusted to manage and direct the operations SZTRHF for the all of the economic benefits derived in SZTRHF's operations. Effective control of SZTRHF was transferred to HPIL through these series of contractual arrangements without transferring legal ownership in SZTRHF. As a result, SZTRHF became a variable interest entity ("VIE") and, accordingly, its financial position and results of operations have been included in the pro forma condensed consolidated financial statements of the Company.

 

 
6

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR

ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

SZTRHF is a limited company incorporated on April 6, 2012 in Shenzhen, People's Republic of China ("PRC"). The SZTRHF is in the business of design and distribution of close caption television and monitoring products for application in the agricultural sector. The Company is owned by Shenzhen City Hai Zhuo Tian Rui Investment Company Limited and Wang Jing, 75% and 25%, respectively. As of the date of these financial statements, the Company has registered for a maximum authorized capital of RMB 5 million of which RMB 2,061,000 has been paid up. The Company has submitted an application to the PRC government to expand its scope of business activities to include ecological tourism. In accordance to the agreements detailed above, SZTRHF has been accounted for a wholly owned subsidiary of the Company.

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP").

 

This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company's principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the People's Republic of China ("PRC") or in the accounting standards used in the places of their domicile. The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP.

 

The transactions detailed above have been accounted for as reverse takeover transactions and a recapitalization of the Company; accordingly, the Company (the legal acquirer) is considered the accounting acquiree and SZTRHF (the legal acquiree) is considered the accounting acquirer. No goodwill has been recorded. As a result of this transaction, the Company is deemed to be a continuation of the business of SZTRHF. Accordingly, the financial data included in the accompanying consolidated financial statements for all prior periods are that of the accounting acquirer, SZTRHF. The historical stockholders' equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the transaction occurred as of the beginning of the first period presented.

 

Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of June 30, 2016, the Company has an accumulated deficit of $989,427 and further losses are anticipated in the development of its business. In addition, the Company has a working capital deficit, with current liabilities exceeds current assets by $212,107. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placements of common stock.

 

 
7

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR

ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Method of Accounting

 

 

 

 

 

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.

 

(b)

Principles of Consolidations

 

 

 

 

 

The accompanying consolidated financial statements which include the Company, its wholly owned subsidiaries, HPIL, and its variable interest entity, SZTRHF, are compiled in accordance with generally accepted accounting principles in the United States of America. All significant inter-company accounts and transactions have been eliminated in consolidation. In accordance with FASB ASC 810, Consolidation of Variable Interest Entities, variable interest entities, or VIEs, are generally entity that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. In connection with the adoption of this ASC 810, the Company concludes that SZTRHF is a VIE and HPIL is the primary beneficiary. The financial statements of SZTRHF are then consolidated with HPIL's financial statements.

 

As of June 30, 2016, the detailed identities of the consolidating subsidiaries are as follows:

 

Name of Company

Place of

incorporation

Attributable

equity interest %

Paid Up

capital

Health Plus International Limited

BVI

100%

USD 50,000

 

Shenzhen Tian Rui Hui Feng Agriculture Co., Ltd.

PRC

Variable Interest Entity,
with HPIL as the
primary beneficiary

RMB
2,061,000

 

 
8

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

(c)

Use of Estimates

 

 

 

 

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting years. These accounts and estimates include, but are not limited to, the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

 

(d)

Cash and Cash Equivalents

 

 

 

 

 

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2016 and December 31, 2015, cash and cash equivalents were mainly denominated in [USD and] RMB. These cash and cash equivalents may not be freely convertible into foreign currencies and the remittance of these funds out of the PRC may be subjected to exchange control restrictions imposed by the PRC government.

 

(e)

Accounts and Other Receivables

 

 

 

 

 

Accounts and other receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is made when recovery of the full amount is doubtful.

 

(f)

Inventories

 

 

 

 

 

Inventories are stated at the lower of cost or market value. Cost is computed using specific cost method and includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Market value is determined by reference to the sales proceeds of items sold in the ordinary course of business or estimates based on prevailing market conditions.

 

 
9

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

(g)

Accounting for Impairment of Long-Lived Assets

 

 

 

The Company adopts Accounting Standards Codification ("ASC") 360, "Accounting for the Impairment or Disposal of Long-Live Assets", which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360 which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.

 

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Recoverability of assets to be held and used is determined by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.

 

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the reporting periods, there was no impairment loss.

 

(h)

Revenue Recognition

 

 

 

 

 

The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin ("SAB") 104, included in the Codification as ASC 605, Revenue Recognition. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied, would be recorded as unearned revenue.

  

The Company does not allow its customers to return products. The Company's customers can exchange products only if they are damaged in transportation.

 

Revenue reported is net of value-added tax and sales discounts.

 

(i)

Cost of Sales

 

 

 

 

 

The Company's cost of sales is comprised of the inbound acquisition cost of packaged finished goods for resale and business taxes recognized upon sales of goods.

 

 
10

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

(j)

Selling Expenses

 

 

 

 

 

Selling expenses are comprised of salaries for the sales force, client entertainment, commissions, advertising, and travel and lodging expenses.

 

(k)

General & Administrative Expenses

 

 

 

 

 

General and administrative expenses include executive compensation, general overhead such as the finance department and administrative staff, depreciation, office rental and utilities.

 

(l)

Advertising

 

 

 

 

 

The Company expensed all advertising costs as incurred.

 

(m)

Foreign Currency Translation

 

 

 

 

 

The Company maintains its financial statements in the functional currencies on Chinese Renminbi (RMB). Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

 

 

 

 

 

For financial reporting purposes, the financial statements of the Company, which are prepared using the functional currency, have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders' equity is translated at historical exchange rates. Translation adjustments are not included in determining net loss but are included in foreign exchange adjustment to other comprehensive loss, a component of stockholders' equity.

 

Exchange Rates

6/30/2016

3/31/2015

12/31/2015

Period end RMB: US$ exchange rate

6.656.35386.4907

 

Average period RMB: US$ exchange rate

6.576.16066.2175

 

 

 

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

 

 
11

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

(n)

Income Taxes

 

 

 

 

 

The Company adopts ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

 

 

 

 

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48"), included in the Codification as ASC 740, Income Taxes. The topic addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

(o)

Statutory Reserve

 

 

 

 

 

Statutory reserve refers to the amount appropriated from the net income in accordance with PRC laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit, must appropriate, on an annual basis, from its earnings, an amount to the statutory reserve to be used for future company development. Such an appropriation is made until the reserve reaches a maximum equal to 50% of the enterprise's registered capital.

 

(p)

Fair Value of Financial Instruments

 

 

 

 

 

For certain of the Company's financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

 
12

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

·

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

 

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities from Equity," and ASC 815.

 

 

 

 

 

The Company's financial instruments include cash and equivalents, accounts receivable, and accounts payable. Cash and cash equivalents consist deposits financial institutions with original maturities of three months or less. Management estimates the carrying amounts of the non-related party financial instruments approximate their fair values due to their short-term nature.

 

 

 

(q)

Other Comprehensive Income

 

 

  

 

 

The Company's functional currency is the Renminbi ("RMB"). For financial reporting purposes, RMB were translated into United States Dollars ("USD" or "$") as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income". Gains and losses resulting from foreign currency transactions are included in income.

 

 

 

 

 

The Company uses FASB ASC Topic 220, "Reporting Comprehensive Income". Comprehensive loss is comprised of net loss and all changes to the statements of stockholders' equity, except for changes in paid-in capital and distributions to stockholders due to investments by stockholders.

 

(r)

Recent Accounting Pronouncements

 

 

 

 

 

In January 2015, The FASB issued ASU No. 2015-01, "Income Statement— Extraordinary and Unusual Items (Subtopic 225-20)".This Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification:

 

 
13

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

1.) Unusual nature. The underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates.

 

 

 

 

 

2.) Infrequency of occurrence. The underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates.

 

 

 

 

 

If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item.

 

 

 

 

 

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities.

 

 

 

 

 

The Company adopted ASU No. 2015-01 prospectively and has applied it to the presentation of the financial statements.

 

 

 

 

 

In February 2015, the FASB issued Accounting Standards Update ASU No. 2015-02, "Consolidation" (Topic 810). ASU 2015-02 changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Alllegal entities are subject to reevaluation under the revised consolidation mode. ASU 2015-02 affects the following areas: (1) Limited partnerships and similar legal entities. (2) Evaluating fees paid to a decision maker or a service provider as a variable interest. (3) The effect of fee arrangements on the primary beneficiary determination. (4) The effect of related parties on the primary beneficiary determination. (5) Certain investment funds. ASU2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the guidance in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The adoption of ASU 2015-02 is not expected to have any impact on the Company's financial statements.

 

 
14

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

(r)

In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory," which applies to inventory that ismeasured using first-in, first-out ("FIFO") or average cost. Under the updated guidance, an entity should measure inventory that is within scope at thelower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using last-in, last-out ("LIFO"). This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption permitted at the beginning of an interim or annual reporting period. The adoption of this accounting guidance is not expected to have a material impact on the Company's financial statements.

 

 

 

 

 

In September 2015, the FASB issued ASU 2015-16, the guidance eliminates the requirement to restate prior period financial statements formeasurement period adjustments following a business combination. The new guidance requires that the cumulative impact of a measurement periodadjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The prior period impactof the adjustment should be either presented separately on the face of the income statement or disclosed in the notes. The adoption of this accountingguidance is not expected to have a material impact on the Company's financial statements.

 

 

 

 

 

On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) A lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) A right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term.

 

 

 

 

 

Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach.

 

 

 

 

 

As of June 30, 2016, there are no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company's financial statements.

 

 
15

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

(s)

Contingencies

 

 

 

 

 

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

 

 

 

 

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

 

 

 

 

 

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

 

(t)

Unaudited Interim Financial Information

 

 

  

 

 

These unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the period ending June 30, 2016.

 

3. OTHER RECEIVABLES

 

As of June 30, 2016 and December 31, 2015, the Company had other receivables of $716 and $9,923 respectively. These receivables bear no interest and are due on demand except otherwise noted.

 

4. ADVANCES TO SUPPLIERS

 

As of March 30, 2016 and December 31, 2015, the Company had made advance to suppliers of $0 and $6,275, respectively, for the purchases of property, plant and equipment, and inventories.

 

 
16

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR

ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

5. PROPERTY PLANT AND EQUIPMENT

 

Plant and equipment consisted of the following as of June 30, 2016 and December 31, 2015:

 

Estimated

Useful Lives

June 30,

2016

December 31,

2015

Office equipment

3-5 years

$91,929$91,929

less: Accumulated depreciation

(23,607)(13,788)

Property, plant and equipment, net

$68,322$78,141

 

Depreciation expenses for the three-month periods ended June 30, 2016 and 2015 were $3,461 and $67, respectively.

 

6. DUE TO RELATED PARTIES

 

As of June 30, 2016 and December 31, 2015, the Company obtained an advance of $175,790 and $144,714, respectively, from related parties in order to meet the need of cash flows during normal operations. The loan was unsecured, non-interest bearing and payable upon demand.

 

7. INCOME TAX

 

The Company was incorporated in PRC and all its operations are in the PRC. In accordance with the relevant tax laws and regulations or PRC, the corporate income tax rate is 25%. The Company generated net losses from its operations in the PRC for the three-month periods ended June 30, 2016 and 2015, and no income tax provision has been recorded for the periods. The Company did not recognize any deferred tax assets as results of operating losses because the Company is uncertain when the Company will generate profits to utilize such potential deferred tax assets.

 

 
17

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR

ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

8. OTHER COMPREHENSIVE INCOME

 

Balance of related after-tax components comprising accumulated other comprehensive income included in stockholders' equity as of June 30, 2016 and December 31, 2015 were as follows:

 

June 30,

2016

December 31,

2015

Accumulated other comprehensive loss, beginning of period

$5,758$1,930

Cumulative translation adjustment

7,9725,777

Accumulated other comprehensive loss, end of period

$13,730$7,707

 

9. LOSS PER SHARE

 

Basic net loss per share is computed using the weighted average number of the ordinary shares outstanding during the periods.

 

The following table sets forth the computation of basic net loss per share for the periods ended June 30, 2016 and 2015, respectively:

 

Three months ended

6/30/2016

6/30/2015

Basic Loss Per Share:

Numerator:

Net loss used in computing basic loss per share

$(23,773)$(2,003)

 

Denominator:

Weighted average common shares outstanding

600,000,00012,580,000

Basic loss per share:

$(0.00)$(0.00)

 

Diluted loss Per Share:

Numerator:

Net loss used in computing diluted loss per share

$(31,744)$(2,003)

 

Denominator:

Weighted average common shares outstanding

600,000,00012,580,000

Diluted loss per share

$(0.00)$(0.00)

 

 
18

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR

ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

10. OPERATING LEASE COMMITMENT

 

The Lessee

 

As of June 30, 2016, the Company had commitments for future minimum lease under non-cancellable operating leases in respect of rental premises which due as follows:

 

June 30,

2016

December 31,

2015

Within one year

$92,193$-

In the second to fifth years inclusive

46,588-

After the fifth year

$-$-

 

138,780-

 

The leases typically run for an initial period of two to five years. None of the leases included contingent rentals.

 

The Lessor

 

As of June 30, 2016, the Company's total future minimum lease receipts under non-cancellable operating leases are receivable as follows:

 

March 31,

2016

December 31,

2015

Within one year

$190,266$-

In the second to fifth years inclusive

234,815-

After the fifth year

$-$-

 

425,081-

 

The leases typically run for an initial period of two to three years. None of the leases included contingent rentals.

 

 
19

 

TRHF COMPANY LIMITED, INC.

(F/K/A LAGOON GROUP CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE-MONTH PERIOD ENDED JUNE 30, 2016 AND FOR THE YEAR

ENDED DECEMBER 31, 2015

(STATED IN U.S. DOLLARS)

 

11. CONCENTRATION OF RISK

 

Concentration

 

As of the date of this report, the Company had a single supplier for all of the machinery as part of its procurement process. This is due in part to the Company's limited product portfolio. As the Company expands its product portfolio, it expects to diversify its supply risk amongst multiple qualified suppliers.

 

Economic and Political Risk

 

The Company's operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, restriction on international remittances, and rates and methods of taxation, among other things.

 

12. SUBSEQUENT EVENT

 

The Company has evaluated subsequent events for potential recognition and disclosure through the date of financial statements are issued.

 

No significant event occurred from June 30, 2016 to the date these financial statements are filed with the Securities Exchange Commission that would have a material impact on the Company's financial statements.

 

 
20

 

FORWARD LOOKING STATEMENTS

 

Statements made in this 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 OPERATION

 

GENERAL

 

TRHF Company Limited, Inc., formerly known as Lagoon Group Corp., (the "Company") was incorporated under the laws of the State of Nevada on September 24, 2013. On June 15, 2015, as a result of a private transaction, the control block of stock of the Company, represented by 10,000,000 shares of common stock, was transferred from Anastasiia Iurova to Wang Bo, and a change of control of the Company occurred. The Company then altered its business plan so that it is now a provider of platforms supporting relaxed and replenishing life in a beautiful ecological countryside. On June 16, 2015, the Company amended its Articles of Incorporation with the State of Nevada in order to change its name to TRHF Company Limited, Inc. and to increase the authorized shares of common stock from 75,000,000 to 600,000,000 (the "Amendments"). The name change was undertaken in order to more closely align with the operations of the Company going forward. The increase in authorized shares was undertaken to allow the Company to acquire a new operating entity. The board of directors of the Company approved the Amendments on June 16, 2015. The shareholders of the Company approved of the Amendments by written consent on June 16, 2015.

 

On July 9, 2015, the Company entered into a share exchange agreement (the "Exchange Agreement") with Health Plus International Ltd. ("HPIL") and Wang Bo, on behalf of himself and certain other individuals who received shares of the Company pursuant to the Exchange Agreement. On the terms and subject to the conditions set forth in the Exchange Agreement, on July 9, 2015, Wang Bo, holding all 50,000 shares of HPIL common stock, sold, assigned, transferred and delivered, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of HPIL held by him to the Company; the objective of such transfer being the acquisition by the Company of all the issued and outstanding shares of HPIL common stock. In exchange for the transfer of such securities by Wang Bo, the Company is issuing, to the shareholders listed on Composite Exhibit A to the Exchange Agreement (the "Shareholders"), 587,420,000 shares of the Company's common stock, par value $.001 per share, as set forth therein. The Exchange Agreement has been filed as an Exhibit to Form 8-K with the U.S. Securities and Exchange Commission on July 13, 2015. Wang Bo has surrendered his certificate representing all of the HPIL shares to the Company. The Shareholder have received certificates evidencing their ownership of the Company.

 

On July 9, 2015, the Company acquired all of the outstanding equity of HPIL.

 

On September 9, 2015, HPIL entered into agreements with Shenzhen Tian Rui Hui Feng Agriculture Co., Ltd. (formerly known as Shenzhen Branch innovation and Technology Company Limited)("SZTRHF"), its shareholders: Shenzhen City Hai Zhuo Tian Rui Investment Company Limited and Wang Jing, whereby the Company, through HPIL, controls SZTRHF and receives substantially all of the economic benefits of SZTRHF.

 

 
21

 

The agreements include an Exclusive Option Agreement allowing HPIL or its nominee to acquire the shares of SZTRHF, a Voting Rights Proxy Agreement that provides HPIL with the voting rights of SZTRHF, and an Equity Pledge Agreement that pledges the shares in SZTRHF to HPIL, and a Entrusted Management Agreement whereby the Company has been entrusted to manage and direct the operations SZTRHF for the all of the economic benefits derived in SZTRHF's operations. Effective control of SZTRHF was transferred to HPIL through these series of contractual arrangements without transferring legal ownership in SZTRHF. As a result, SZTRHF became a variable interest entity ("VIE") and, accordingly, its financial position and results of operations have been included in the pro forma condensed consolidated financial statements of the Company.

 

SZTRHF is a limited company incorporated on April 6, 2012 in Shenzhen, People's Republic of China ("PRC"). The SZTRHF is in the business of design and distribution of close caption television and monitoring products for application in the agricultural sector. The Company is owned by Shenzhen City Hai Zhuo Tian Rui Investment Company Limited and Wang Jing, 75% and 25%, respectively. As of the date of these financial statements, the Company has registered for a maximum authorized capital of RMB 5 million of which RMB 800,000 has been paid up. The Company has submitted an application to the PRC government to expand its scope of business activities to include ecological tourism. In accordance to the agreements detailed above, SZTRHF has been accounted for a wholly owned subsidiary of the Company.

 

RESULTS OF OPERATION

 

We are a development stage company with limited operations. As of June 30, 2016, we have accumulated a deficit of $23,773. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Three Months Ended June 30, 2016 Compared to the Three Months Ended June 30, 2015

 

Revenue

 

During the three months ended June 30, 2016, we recognized revenues of $104,490. During the three months ended June 30, 2015, we recognized $2,003. The increase was attributable to the increase number of clients and the amount of sales.

 

Operating Expenses

 

During the three months ended June 30, 2016, we incurred total expenses and professional fees of $68,117 compared to $2,003 incurred during the three months ended June 30, 2015. The increase was due to the increase scale and scope of our business operations.

 

Net Income (Loss)

 

Our net income for the three months ended June 30, 2016 was $23,773 compared to a net loss of $2,003 for the three months ended June 30, 2015, due to the increase of other income and revenue

 

 
22

 

Six Months Ended June 30, 2016 Compared to the Six Months Ended June 30, 2015

 

Revenue

 

During the six months ended June 30, 2016, we recognized revenues of $232,376. During the six months ended June 30, 2015, we recognized $26,545. The increase was attributable to the increase number of clients and the amount of sales.

 

Operating Expenses

 

During the six months ended June 30, 2016, we incurred total expenses and professional fees of $149,530 compared to $26,545 incurred during the six months ended June 30, 2015. General and administrative, professional and management fee expense incurred generally relates to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses. The increase in total expenses incurred in the six months ended June 30, 2016 compared to the six months ended June 30, 2015 was due to the increased scale and scope of our business operations.

 

Net Income (Loss)

 

Our net income for the six months ended June 30, 2016 was $60,662 compared to a net loss of $26,545 for the six months ended June 30, 2015, due to the increase of other income and revenue.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Flows from Operating Activities

 

For the six months ended June 30, 2016, net cash flows used in operating activities was $54,132 compared to $26,511 used in operating activities in the six months ended June 30, 2015. The increase in cash used in operations reflects the increase in activity between the two periods as we accelerated the implementation of our business plan during the six months ended June 30, 2016.

 

Cash Flows from Investing Activities

 

We $0 in cash in investing activities during the six months ended June 30, 2016. For the six months ended June 30, 2015 we used $0.

 

Cash Flows from Financing Activities

 

We received $23,056 from financing activities during the six months ended June 30, 2016. We received $26,511 from financing activities during the six months ended June 30, 2015. The decrease was due to the effect of exchange rate changes on cash and cash equivalents.

 

 
23

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through our existing funds and future revenue. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with current corporate funds. Thereafter, we expect we will generate revenues to meet long-term operating requirements. Additional 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 our business operations.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

None

 

GOING CONCERN

 

The independent auditors' report accompanying our June 30, 2016 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.

 

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 
24

 

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 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 to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
25

 

ITEM 6. EXHIBITS

 

Exhibits:

 

31.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

 

32.1Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

 

101.INS XBRL Instance Document

 

101.SCH XBRL Taxonomy Extension Schema Document

 

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF XBRL Taxonomy Extension Definition Document

 

101.LAB XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

 
26

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TRHF COMPANY LIMITED, INC.

Dated: August 15, 2016

By:

/s/ Song Zhilin

Song Zhilin, Director and Authorized Signatory

 

 

27