10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the Quarterly Period Ended June 30, 2018

OR

☐ 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. 000-1621697

NATURAL HEALTH FARM HOLDINGS INC.

(Exact name of small business issuer as specified in its charter)

NEVADA	98-1032170
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

No.48 & 49, Jalan Velox 2, Taman Velox, Rawang Industrial Park

48000 Rawang, Selangor, Malaysia

(Address of principal executive offices)

+60(3) 6091 6321

(Registrant’s telephone number, including area code)

100 Challenger Road, Suite 831

Ridgefield, NJ 07660

(424) 354-4973

(Former name, former address and former fiscal year, if changed since last report)

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 filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NHEL	OTC Markets Group

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

The number of shares of Common Stock, $0.001 par value, of the registrant outstanding at August 14, 2018 was 161,405,000.

TABLE OF CONTENTS

		Page No.
PART I.
Item 1. Financial Statements.		1
	Condensed Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and September 30, 2017	1
	Condensed Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2018 and 2017 (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended June 30, 2018 and 2017 (Unaudited)	3
	Notes to Unaudited Condensed Consolidated Financial Statements	4

Explanatory Note

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Natural Health Farm Holdings Inc. for the period ended June 30, 2018, originally filed with the Securities and Exchange Commission on August 14, 2018 (the “Form 10-Q”), is to restate its previously reported consolidated financial statements as at June 30, 2018. The restatement of the company’s consolidated financial statements followed an internal review of the company’s consolidated financial statements and accounting records that inadvertently excluded the financials reporting for NHF International Limited and its subsidiaries, Natural Tech R&D Sdn. Bhd. and NHF Management & Business Sdn. Bhd. This restatement has presented the periodic consolidated earnings of the company as a group.

The following sections in the Original Filing are revised in this Form 10-Q/A, solely as a result of, and to reflect, the restatement:

Part I - Item 1 - Financial Statements

Part I - Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part II - Item 6 – Exhibits

Subsequent to the filing of this Quarterly Report on Form 10-Q/A we expect to file the Annual Report on Form 10-K for the year ended September 30, 2018 and the quarterly periods ended December 31, 2018. These reports will include restatement of the consolidated financial statements (and related disclosures) for the periods described therein, as set forth in those reports.

No other changes have been made to the Form 10-Q.  This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.

PART I.

Item 1. Financial Statements.

NATURAL HEALTH FARM HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2018			September 30, 2017
ASSETS	(Unaudited & Restated)			(Audited)
Current Assets
Cash and cash equivalents	$	310,747		$	-
Account receivables		557,513			-
Total Current Assets		868,260			-
Plant & equipment, net		185,658			-
Total Assets	$	1,053,918		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Account payables	$	103,671		$	-
Accrued expense		4,219			2,070
Other payables – related parties		311,338			78,067
Deferred revenue – related parties		63,924			-
Deferred revenue – non-related parties		53,861			-
Note payable		40,000
Advance from director		11,418			-
Total Current Liabilities		588,431			80,137
Deferred tax liabilities		6,984			-
Total Liabilities		595,415			80,137
Stockholders' Equity
Common Stock, $0.001 par value, 500,000,000 shares authorized, 161,405,000 shares and 150,150,000 shares issued and outstanding at June 30, 2018 and September 30, 2017, respectively		161,405			150,150
Additional Paid in Capital		1,076,293			(111,821	)
Stock subscription receivables		(10,050	)		-
Accumulated Deficit		(766,884	)		(118,466	)
Foreign currency translation reserve		(2,261	)		-
Total Stockholders' Equity		458,503			(80,137	)
Total Liabilities and Stockholders' Equity	$	1,053,918		$	-

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

 1

NATURAL HEALTH FARM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2018			2017			2018			2017
	Restated						Restated
Revenues – related parties	$	264,692		$	-		$	480,350		$	-
Revenues – third parties		9,782			-			14,647			-
Total Revenues		274,474			-			494,997			-
Cost of Goods Sold		(121,513	)		-			(242,613	)		-
Gross Profit		152,961			-			252,384			-
Operating Expenses:
Consulting fees		(109,626	)		-			(145,240	)		-
Legal and filing fees		(12,130	)		(6,738	)		(35,845	)		(8,643	)
Stock compensation		(526,295	)		-			(526,295	)		-
Other general and administrative		(123,892	)		(19,052	)		(194,474	)		(26,292	)
Total Operating Expenses		(771,943	)		(25,790	)		(901,854	)		(34,935	)
Loss from Operations		(618,982	)		(25,790	)		(649,470	)		(34,935	)
Other Income		446			-			1,052			-
Loss Before Provision For Income Tax		(618,536	)		(25,790	)		(648,418	)		(34,935	)
Provision for Income Tax		-			-			-			-
Net Loss	$	(618,536	)	$	(25,790	)	$	(648,418	)	$	(34,935	)
Other comprehensive loss:
-Foreign currency translation loss		(37,222	)		-			(2,261	)		-
Total comprehensive loss attributable to the Company		(655,758	)		(25,790	)		(650,679	)		(34,935	)
Basic and Dilutive Net Loss Per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares Outstanding - Basic and Diluted		156,201,374			150,150,000			150,151,000			150,150,000

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

 2

NATURAL HEALTH FARM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended June 31,
	2018			2017
	Restated
Cash Flows from Operating Activities:
Net Loss	$	(648,418	)	$	(34,935	)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities
Amortization of computer software costs		7,582			-
Common stock issued to consultants for services		105,000			-
Stock compensation expense upon grant of stock options		526,295			-
Changes in operating assets and liabilities
Account receivables		(411,104	)		696
Account payables		457,681			2,070
Cash advance from director		11,418			32,169
Net Cash Flows Provided by Operating Activities		48,454			-
Cash Flows from Investing Activities
Purchase of plant & equipment		(55,611	)		-
Cash inflows from merger and acquisition, net		277,180			-
Net Cash Flows Provided by Investing Activities		221,569			-
Cash Flows from Financing Activity
Proceeds from issuance of shares		40,724			-
Net Cash Flows Provided by Financing Activity		40,724			-
Net Increase in Cash and Cash Equivalents		310,747			-
Cash and Cash Equivalents, Beginning of the Period		-			-
Cash and Cash Equivalents, End of the Period	$	310,747		$	-
Supplemental Disclosures of Cash Flow Information:
Cash paid for Income Taxes	$	-		$	-
Cash paid for Interest	$	-		$	-

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

 3

NATURAL HEALTH FARM HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

Natural Health Farm Holdings Inc. (the “Company”, “We”, “Its”, and “NHEL”) was incorporated under the laws of the State of Nevada on July 10, 2014 (Inception date). The Company has developed web-based business and launched itself into the healthcare industry. The Company has plans to provide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The company has positioned itself to be a fully integrated nutraceutical biotechnology company offering products and related services through healthcare practitioners and direct-to-consumers. The company now owns a research & development laboratory in Malaysia, franchisee management services company and an Australia manufacturing facility producing practitioner only naturopathic and homeopathic medicines.

On November 30, 2016, the Company filed a certificate of amendment to its articles of incorporation with the Nevada Secretary of State to change its name from Amber Group Inc. to Natural Health Farm Holdings Inc. and effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million). This amendment was unanimously approved by the Company’s board of directors on November 29, 2016, and with the stockholders holding a majority of the Company’s voting power.

On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the Company’s authorized shares of common stock to 500,000,000 shares, and approved 30:1 forward stock split effective March 17, 2017.  The new trading symbol for our common stock is “NHEL”.

On January 31, 2018, the company acquired the total outstanding share of NHF International Limited at USD$1. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd become wholly subsidiaries of the Group. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing.

The corporate structure is depicted below:

 4

Basis of Presentation

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at June 30, 2018, and the results of operations for three months and nine months ended June 30, 2018, and cash flows for the nine months ended June 30, 2018 and 2017. The balance sheet as of September 30, 2017 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim condensed consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s September 30, 2017 Annual Report filed with the Securities and Exchange Commission on Form 10-K on December 28, 2017.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of Natural Health Farm Holdings Inc. and all controlled subsidiaries. All intercompany transactions and balances have been eliminated.

The condensed consolidated financial statements as of June 30, 2018 and for the period ended June 30, 2018, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company's condensed consolidated financial position, results of operations, statements of comprehensive income, and statements of stockholders' equity and cash flows for all periods presented.

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company recorded a total comprehensive loss of $650,679 from October 1, 2017 to June 30, 2018 and has an accumulated deficit of $766,884 as of June 30, 2018.

These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 5

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had a cash balance of $310,747 at June 30, 2018 and $0 at September 30, 2017, respectively.

Equipment Costs

Equipment costs include direct costs incurred for purchase of fixed assets and payments made to independent suppliers. The Company accounts for equipment costs in accordance with the FASB guidance for the costs of equipment to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). As for the equipment costs, they are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation.

Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis.

Revenue Recognition and Concentrations

We generate revenue from licensing and other software services from our web-based software to distributors and retailers of nutritional supplements in the healthcare industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting.

Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues.

Through our subsidiary, Natural Tech R&D Sdn Bhd, we generate revenue from the sales of health supplement and other health food products, as well as in providing laboratory analytical testing services. As for NHF Management & Business Sdn Bhd, we generate revenue in providing franchisee management and consultation services to client.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at June 30, 2018 and September 30, 2017, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 6

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2018 and September 30, 2017, there were options granted to certain employees and independent consultants that when vested convert into 450,000 shares of common stock. At June 30, 2018 and September 30, 2017, there were no convertible notes, warrants available for conversion that if exercised, may dilute future earnings per share.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table presents assets and liabilities that were measured and recognized at fair value as of June 30, 2018 on a recurring basis:

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis:

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

 7

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

Recent Accounting Pronouncements (continued)

In 2015, the FASB issued ASU No. 2015-17, “Income Taxes” (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be classified as noncurrent in a classified balance sheet. Current US GAAP requires an entity to separate deferred tax assets and liabilities into current and noncurrent amounts in a classified balance sheet. For public entities, ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018, and may be applied either prospectively or retrospectively, with early application permitted for financial statements that have not been previously issued. The Company has not yet determined the effect of the adoption of this standard on the Company’s financial position and results of operations.

NOTE 3 – PLANT & EQUIPMENT

The Company purchased web-based naturopathic learning management system computer software, developed by a third party, to educate users with the health-related products for various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. The amount capitalized include direct costs incurred in developing the software purchased from the third party.

The following table presents details of our computer software costs as of June 30, 2018 and September 30, 2017:

	Balance at September 30, 2017		Additions and consolidated through merger of subsidiaries		Amortization			Balance at June 30, 2018
Equipment, net	$	-	$	193,240	$	(7,582	)	$	185,658

Equipment costs are being amortized on a straight-line basis over their estimated lives.

The future amortization expense of equipment costs as of June 30, 2018 are to be recorded in accordance with their estimated useful lives.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Account payables at June 30, 2018 and September 30, 2017 totaled $103,671 and $0, respectively. While the accrued expenses as of June 30, 2018 and September 30, 2017 totaled $4,219 and $2,070, respectively.

NOTE 5 – PAYABLE TO RELATED PARTIES

The Company has received an advance of $11,418 and $32,169 from a director for its working capital needs as of June 30, 2018 and September 30, 2017, respectively (see NOTE 6).

The Company has received advances from an affiliate for its working capital needs from an entity in which its Chief Executive Officer is also a director in such entity (NOTE 6). The advance received is non-interest bearing, unsecured and payable on demand is summarized as follows.

	Balance June 30, 2018		Balance September 30, 2017
	(Unaudited)		(Audited)
Other payables – related parties	$	311,338	$	78,067
Total	$	311,338	$	78,067

 8

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company received an advance of $11,418 and $32,169 from a director for its working capital needs as of June 30, 2018 and September 30, 2017, respectively. Funds advanced to the Company by the director are non-interest bearing, unsecured and due on demand (NOTE 5).

The Company has received advances for its working capital needs from an affiliate in which the Company’s Chief Executive Officer holds the position of director in such entity (see NOTE 5).

As for the sales to related parties, the amounts are disclosed on Condensed Consolidated Statements Of Operations (Page 2).

On May 30, 2018, the Company granted stock options to three officers/directors to purchase 250,000 shares of common stock at exercise price of $1.50 per share over a five (5) years term.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.

Contingent liabilities that are probable to arise from the recent legal related to the company and it’s subsidiary Prema Life Pty Ltd, the details are disclosed on Part II, Item 1. Legal Proceedings.

NOTE 8 – STOCKHOLDERS’ DEFICIT

The Company’s capitalization at June 30, 2018 was 500,000,000 authorized common shares with a par value of $0.001 per share.

Common Stock

On November 30, 2016, the Company increased the authorized share capital from 75,000,000 shares of common stock to 500,000,000 shares of common stock. In addition, the Company effectuated a 30:1 forward stock split of the common stock on such date.

On February 1, 2018, the Company entered into consulting agreements with two contractors for providing business advisory and consulting services. The Company issued 1,000,000 shares of common stock valued at $20,000 as the fair market value of the stock.

On March 1, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) with its shareholders whereby, the shareholders agreed to exchange, sell, convey, transfer and assign to the Company their shareholdings, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description plus pay to the Company an aggregate purchase price of $50 (the “Purchase Price”), and the Company agreed to accept from its shareholders the old shares plus the Purchase Price in exchange for the transfer of old shares the new shares. As of March 31, 2018, the Company received cash proceeds of $35,537 from its shareholders to exchange the old shares for new shares, and recorded it as contributed capital in the accompanying financial statements.

On May 16, 2018, the Company issued 50,000 shares of its common stock for a cash consideration of $50 pursuant to an agreement dated February 15, 2018. In addition, on the same date, the Company issued 105,000 shares of common stock for a cash consideration of $210 pursuant to an agreement dated March 1, 2018. The common shares issued were valued at the fair value on the date of execution of the agreement to issue such shares.

On May 16, 2018, the Company issued 10,050,000 shares of common stock for a cash consideration of $10,050 pursuant to an agreement dated March 1, 2018. The common shares were valued at $10,050 being their fair value on the date of execution of the agreement. The Company recorded $10,050 as subscriptions receivable as of June 30, 2018 since the Company did not receive the cash proceeds for stock subscriptions.

 9

On June 21, 2018, the Company issued 50,000 shares of common stock to a consultant pursuant to an agreement, for providing consulting and business advisory services to the Company. The common shares were valued at $85,000 being their fair value on the date of execution of the agreement to issue such shares.

As a result of all common stock issuances, the Company had 161,405,000 shares and 150,150,000 shares of common stock issued and outstanding as of June 30, 2018 and September 30, 2017, respectively.

Stock Option Plan

On May 30, 2018, the Board of Directors authorized and approved the 2018 Non-Qualified Stock Option Plan (the “2018 Plan) and reserved 10,000,000 shares of the Company’s common stock intended to be issued to selected officers, directors, consultants and key employees provided that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction and do not promote or maintain a market for the Company’s securities. The Company filed a Registration Statement with the SEC on May 31, 2018 disclosing formation of 2018 Plan.

On May 30, 2018, the Board granted stock options under the 2018 Plan to two directors, an officer and an employee, and three independent consultants to purchase up to 450,000 shares of common stock with a five-year term. The stock options vested immediately upon the issuance date. The exercise price of the stock options to purchase common stock was at $1.50 per share, and the quoted market price of the Company stock on the grant date was $1.70. The option to purchase common stock expires on May 30, 2023. The fair value of options granted was $526,295, calculated using Black-Scholes option pricing model using the assumptions of risk free discount rate of 2.79%, volatility of 106%, 2.5 year-term for employees and directors and 5 year-term for non-employees, and dividend yield of 0%. The Company has recorded stock compensation expense of $526,295 for the three months and nine months ended June 30, 2018.

NOTE 9 – RELATED PARTIES

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

NOTE 10 – RESTATEMENT

On January 31, 2018, the company acquired the total outstanding share of NHF International Limited, an investment holding company, at nominal value. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd, in turn, became wholly-owned subsidiaries of the Company. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing.

The following balances and amounts in the initial financial statements announced on 14 August 2018 were inadvertently reported on the condensed consolidated balance sheets and condensed consolidated statements of operations. The effects of correction of errors are disclosed as below:

Condensed Consolidated Balance Sheets

	As previously reported			Adjustments arising from merger of subsidiaries		As restated
	$			$		$
Current assets		51,592			816,668		868,260
Non-current assets		34,268			151,390		185,658
Total assets		85,860			968,058		1,053,918
Current liabilities		272,968			315,463		588,431
Non-current liabilities		-			6,984		6,984
Total liabilities		272,968			322,447		595,415
Share Capital		161,405			-		161,405
Reserves		(348,513	)		645,611		297,098
Total equity		(187,108	)		645,611		458,503

 10

Condensed Consolidated Statement of Operations For the Nine Months Ended June 30, 2018

	As previously reported			Adjustments arising from merger of subsidiaries			As restated
	$			$			$
Revenues – related parties		15,076			465,274			480,350
Revenues – third parties		8,139			6,508			14,647
Total revenues		23,215			471,782			494,997
Cost of Goods Sold		(7,582	)		(235,031	)		(242,613	)
Gross Profit		15,633			236,751			252,384
Total Operating Expenses		(794,623	)		(107,231	)		(901,854	)
Loss From Operations		(778,990	)		129,520			(649,470	)
Other Income		-			1,052			1,052
Loss Before Tax		(778,990	)		130,572			(648,418	)
Tax expense		-			-			-
Net Loss		(778,990	)		130,572			(648,418	)

The above restatements do not have any significant impact to the basic and dilutive net loss per share as compared to initial announcement on 14 August 2018.

NOTE 11 – SUBSEQUENT EVENTS

On December 3, 2018, the Company agreed to purchase 51% of the issued and outstanding capital stock of Prema Life Pty Ltd and 60% of the issued and outstanding capital stock of GGLG Properties Pty Ltd, collectively in exchange for 304,500 shares of the Company’s common stock. On December 28, 2018, the parties mutually agreed to extend the closing date of the purchase transaction on January 1, 2019. The Company issued 304,500 shares of its common stock on December 3, 2018 in good faith for consummating the purchase. These newly acquired entities were consolidated since 1 January 2019.

Management has evaluated subsequent events through June 30, 2019, the date the financial statements were available to be issued, noting no items that would impact the accounting for events or transactions in the current period or require additional disclosure.

Item 2. Management’s Discussion and Analysis or Plan of Operation

This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

Natural Health Farm Holdings Inc., incorporated in the State of Nevada on July 10, 2014 (inception date), has developed and launched itself into the healthcare industry. The company started as a nutritional consulting service provider by offering a web based naturopathic learning management system that allows distributors, chiropractors and consumers to be educated on health-related aspects of various diseases. The company has positioned itself to be a fully integrated nutraceutical biotechnology company offering products and related services through healthcare practitioners and direct-to-consumers. The company now owns a research & development laboratory in Malaysia, franchisee management services company and an Australia manufacturing facility producing practitioner only naturopathic and homeopathic medicines.

 11

On January 31, 2018, the company acquired the total outstanding share of NHF International Limited at USD$1. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd become wholly subsidiaries of the Group. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing.

We anticipate that we will need substantial working capital over the next 12 months to continue as a going concern and to expand our business. Our independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. We intend to make an equity offering of our common stock for the acquisition and operation expenses. If we cannot raise the required cash, we will issue additional shares of our common stock in lieu of cash.

Restatement of Financial Results

The company is restating its previously reported consolidated financial statements as at June 30, 2018. The restatement of the company’s consolidated financial statements followed an internal review of the company’s consolidated financial statements and accounting records that inadvertently excluded the financials reporting for NHF International Limited and its subsidiaries, Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd. This restatement has presented the periodic consolidated earnings of the company as a group.

Results of Operations

Our results of operations for the three months ended June 30, 2018 and 2017 included the operations of the Company, NHF International and its subsidiaries as a common control situation.

For the three months ended June 30, 2018 and 2017, we recorded total revenues of $274,474 ($264,692 from related parties and $9,782 from third parties) and $0 respectively. Revenues recorded were from licensing fees and other software related revenues relating to web-based naturopathic learning management system and training provided to four customers by NHEL, as well as selling supplements, providing laboratory testing services and providing franchisee and marketing consultation by the subsidiary companies. Cost of goods sold recorded was $121,513 and $0, for the three months ended June 30, 2018 and 2017, respectively.

For the nine months ended June 30, 2018, and 2017, we recorded total revenues of $494,997 ($480,350 from related parties and $14,647 from third parties) and $0, respectively. Revenues recorded were from licensing fees and other software related revenues relating to web-based naturopathic learning management system and training provided by NHEL to two customers and two related party affiliates in which our directors also hold the directors’ position, as well as selling supplements, providing laboratory testing services and providing franchisee and marketing consultation by the subsidiary companies. Cost of goods sold of $242,614 and $0, for the nine months ended June 30, 2018 and 2017, respectively.

Operating expenses for the three months ended June 30, 2018 and 2017 were $771,943 and $25,790, respectively. Operating expenses for the three months ended June 30, 2018 consisted of $109,626 in fees paid to professional consultants and business advisors for services, $12,130 in legal and filing fees, stock compensation expense of $526,295 for grant of options to employees, directors and consultants, and $123,892 in other general and administrative expenses. Operating expenses for the three months ended June 30, 2017 consisted of $19,052 in fees paid to professional consultants and business advisors for services and $6,738 in legal and filing fees for being a public company.

Operating expenses for the nine months ended June 30, 2018 and 2017 were $901,854 and $34,935, respectively. Operating expenses for the nine months ended June 30, 2018 consisted of the Company engaging outside consultants and business advisors for consulting fees totaling $145,240, legal and filing fees of $35,845 upon becoming a public reporting entity, stock compensation expense of $526,295 for grant of stock options to employees, directors and consultants, and $194,474 in other general and administrative expenses. Operating expenses for the nine months ended June 30, 2017 consisted of $8,643 in legal and filing fees for being a public company, and $26,292 in other general and administrative expenses.

Our results of operations for the three months ended June 30, 2018 and 2017 included the operations of the Company. We reported a net loss of $618,536 and a loss of $25,790 for the three months ended June 30, 2018 and 2017, respectively.

Our results of operations for the nine months ended June 30, 2018 and 2017 included the operations of the Company. We reported a net loss of $648,418 and a net loss of $34,935 for the nine months ended June 30, 2018 and 2017, respectively.

 12

Liquidity and Capital Resources

Cash and cash equivalents were $310,747 at June 30, 2018 as compared to $0 at September 30, 2017. As reported in the accompanying financial statements, we recorded a net loss of $648,418 0 for the nine months ended June 30, 2018. Our accumulated deficit at June 30, 2018 was $766,884. These factors and our ability to raise additional capital to accomplish our objectives, raises doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our current business operations. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our accumulated operating losses, our operations have not been a source of liquidity. We will need to acquire other profitable entities or obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results.

Operating Activities

Net cash flows provided by operating activities for the nine months ended June 30, 2018 was $48,454 which resulted primarily from our net loss of $648,418, amortization of software costs of $7,582, common stock valued at $105,000 issued to consultants for business advisory services, stock compensation expense of $526,295 for grant of stock options to employees, directors and consultants, and a net change in operating liabilities of 57,995. Net cash flows used in operating activities for the nine months ended June 30, 2017 was $0 resulted due to the net loss of $34,935 and a net change in operating liabilities of $34,935.

Investing Activities:

Net cash flows used in investing activities for the nine months ended June 30, 2018 were primarily due to the purchase of plant & equipment of $55,611 and cash inflow from merger and acquisition of 277,180. We did not record any cash flows in investing activities during the nine months ended June 30, 2017.

Financing Activities

Net cash flows provided by financing activities for the nine months ended June 30, 2018 was $40,724, consisting of cash received from shareholders for stock subscription. Net cash flows provided by financing activities for the nine months ended June 30, 2017 was $0.

As a result of the above activities, we experienced a net increase in cash of $310,747 and $0 for the nine months ended June 30, 2018 and 2017, respectively. We expect that working capital will continue to be funded through a combination of our existing sales and further issuance of securities or obtaining financing. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common shares.

 13

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our Annual Report filed with the SEC on December 28, 2017, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

Not Applicable.

 14

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2018 were not effective to ensure that information required to be disclosed by us 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 Securities and Exchange Commission’s rules and forms. The term “disclosure controls and procedures,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means 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 or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Notwithstanding the identified material weaknesses, management believes the financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months ended March 31, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

On 25 January 2019, Craig Popplestone obtained default judgment in Magistrates Court of Queensland proceedings no. M205, M206 and M207 (Magistrates Court Proceedings) against Prema Life Pty Ltd for alleged unpaid invoices. The default judgments were irregularly obtained on the basis that the Uniform Civil Procedure Rules 1999 have not been complied with and Prema Life Pty Ltd was never served with any document filed in the proceedings. The irregular Default Judgments were set aside by the Magistrates Court on 21 June 2019. Prema Life Pty Ltd has a defence to the proceeding on the basis that the parties entered into a Deed of Release in respect of the debt and accordingly, no debt is owed by Prema Life Pty Ltd to Mr Popplestone. Mr Popplestone has until 19 July 2019 to file any claim and statement of claim in the proceeding should he elect to pursue his claim against Prema Life Pty Ltd. To date no such claim and statement of claim has been served on Prema Life Pty Ltd.

On 11 March 2019, Mr Popplestone served a statutory demand on Prema Life Pty Ltd demanding payment of Australian Dollar 49,733 (approximately $34,500),the amount owed pursuant to the default judgments awarded in the Magistrates Court Proceedings. On 1 April 2019, Prema Life Pty Ltd filed an application in the Supreme Court of Queensland proceeding no. 3472 of 2019 seeking to have the statutory demand set aside due to the statutory demand being defective and on the basis that there is a genuine dispute about the nature of the debt. The proceeding has been adjourned to a date to be agreed to by the parties post the hearing of the application to have the default judgments obtained in the Magistrates Court Proceedings set aside as once these default judgments are set aside there will be no debt able to be relied upon by Mr Popplestone for the purpose of the statutory demand.

On March 6, 2019, the company has executed a term sheet t acquire a majority interest in Biodelta (Pty) Ltd (“Biodelta”) and on May 14, 2019, announced termination of the term sheet. The company is investigating the indebtedness of Biodelta regarding the repayment of refundable deposit of $160,000 for the acquisition of the shares and other business assets in Biodelta. Biodelta failed or neglected to repay the funds on demand when the transaction did not occur. A letter of demand has been issued on May 22, 2019 and June 17, 2019 respectively against Biodelta which Biodelta disputes the obligation to repay. The decision has been made to pursue both civil and criminal proceedings against Biodelta and its director Leon Giese. The legal representative has been authorized to travel to South Africa to commence the proceedings.

 15

Item 1A. Risk Factors.

Not Applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

 None 

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

Item 6. Exhibits.

 (a) Exhibits.

Exhibit	Item
31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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. 

	Natural Health Farm Holdings Inc.
Date: August 6, 2019	/s/ Tee Chuen Meng
	Tee Chuen Meng, President (Principal Executive Officer and Principal Accounting Officer)

 16

EXHIBIT INDEX

Exhibit	Item
31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 17

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Tee Chuen Meng, certify that:

1.	I have reviewed this report on Form 10-Q of Natural Health Farm Holdings Inc. (“Registrant) for the quarter ended June 30, 2018
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c.	disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Tee Chuen Meng

Tee Chuen Meng

President (Principal Executive Officer)

August 6, 2019

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Tee Chuen Hau, certify that:

1.	I have reviewed this report on Form 10-Q of Natural Health Farm Holdings Inc. (“Registrant”) for the quarter ended June 30, 2018;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Tee Chuen Hau

Tee Chuen Hau, Chief Financial Officer

(Principal Accounting Officer)

August 6, 2019

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of Natural Health Farm Holdings Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned’s, in the capacities and on the dates indicated below, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Tee Chuen Meng

Tee Chuen Meng

President (Principal Executive Officer)

August 6, 2019

 /s/Tee Chuen Hau

 Tee Chuen Hau

Chief Financial Officer (Principal Accounting Officer)

August 6, 2019

XML

Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2018	Aug. 14, 2018
Document And Entity Information
Entity Registrant Name	NATURAL HEALTH FARM HOLDINGS INC
Entity Central Index Key	0001621697
Document Type	10-Q/A
Document Period End Date	Jun. 30, 2018
Amendment Flag	true
Amendment Description	Explanatory Note The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Natural Health Farm Holdings Inc. for the period ended June 30, 2018, originally filed with the Securities and Exchange Commission on August 14, 2018 (the “Form 10-Q”), is to restate its previously reported consolidated financial statements as at June 30, 2018. The restatement of the company’s consolidated financial statements followed an internal review of the company’s consolidated financial statements and accounting records that inadvertently excluded the financials reporting for NHF International Limited and its subsidiaries, Natural Tech R&D Sdn. Bhd. and NHF Management & Business Sdn. Bhd. This restatement has presented the periodic consolidated earnings of the company as a group. The following sections in the Original Filing are revised in this Form 10-Q/A, solely as a result of, and to reflect, the restatement: Part I - Item 1 - Financial Statements Part I - Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II - Item 6 – Exhibits Subsequent to the filing of this Quarterly Report on Form 10-Q/A we expect to file the Annual Report on Form 10-K for the year ended September 30, 2018 and the quarterly periods ended December 31, 2018. These reports will include restatement of the consolidated financial statements (and related disclosures) for the periods described therein, as set forth in those reports. No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Entity File Number	000-56028
Current Fiscal Year End Date	--09-30
Entity Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		161,405,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Current Assets
Cash and cash equivalents	$ 310,747
Account receivables	557,513
Total Current Assets	868,260
Plant & equipment, net	185,658
Total Assets	1,053,918
Current Liabilities
Account payables	103,671
Accrued expense	4,219	2,070
Other payables - related parties	311,338	78,067
Deferred revenue - related parties	63,924
Deferred revenue - non-related parties	53,861
Note payable	40,000
Advance from director	11,418
Total Current Liabilities	588,431	80,137
Deferred tax liabilities	6,984
Total Liabilities	595,415	80,137
Stockholders' Equity
Common Stock, $0.001 par value, 500,000,000 shares authorized, 161,405,000 shares and 150,150,000 shares issued and outstanding at June 30, 2018 and September 30, 2017, respectively	161,405	150,150
Additional Paid in Capital	1,076,293	(111,821)
Stock subscription receivables	(10,050)
Accumulated Deficit	(766,884)	(118,466)
Foreign currency translation reserve	(2,261)
Total Stockholders' Equity	458,503	(80,137)
Total Liabilities and Stockholders' Equity	$ 1,053,918

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2018	Sep. 30, 2017
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	161,405,000	150,150,000
Common stock, outstanding	161,405,000	150,150,000

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues - related parties	$ 264,692		$ 480,350
Revenues - third parties	9,782		14,647
Total Revenues	274,474		494,997
Cost of Goods Sold	(121,513)		(242,613)
Gross Profit	152,961		252,384
Operating Expenses:
Consulting fees	(109,626)		(145,240)
Legal and filing fees	(12,130)	(6,738)	(35,845)	(8,643)
Stock compensation	(526,295)		(526,295)
Other general and administrative	(123,892)	(19,052)	(194,474)	(26,292)
Total Operating Expenses	(771,943)	(25,790)	(901,854)	(34,935)
Loss from Operations	(618,982)	(25,790)	(649,470)	(34,935)
Other Income	446		1,052
Loss Before Provision For Income Tax	(618,536)	(25,790)	(648,418)	(34,935)
Provision for Income Tax
Net Loss	(618,536)	(25,790)	(648,418)	(34,935)
Other comprehensive loss:
Foreign currency translation loss	(37,222)		(2,261)
Total comprehensive loss attributable to the Company	$ (655,758)	$ (25,790)	$ (650,679)	$ (34,935)
Basic and Dilutive Net Loss Per Share (in dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares)	156,201,374	150,150,000	150,151,000	150,150,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash Flows from Operating Activities:
Net Loss	$ (648,418)	$ (34,935)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities
Amortization of computer software costs	7,582
Common stock issued to consultants for services	105,000
Stock compensation expense upon grant of stock options	526,295
Changes in operating assets and liabilities
Account receivables	(411,104)	696
Account payables	457,681	2,070
Cash advance from director	11,418	32,169
Net Cash Flows Provided by Operating Activities	48,454	34,935
Cash Flows from Investing Activities
Purchase of plant & equipment	(55,611)
Cash inflows from merger and acquisition, net	277,180
Net Cash Flows Provided by Investing Activities	221,569
Cash Flows from Financing Activity
Proceeds from issuance of shares	40,724
Net Cash Flows Provided by Financing Activity	40,724
Net Increase in Cash and Cash Equivalents	310,747
Cash and Cash Equivalents, Beginning of the Period
Cash and Cash Equivalents, End of the Period	310,747
Supplemental Disclosures of Cash Flow Information:
Cash paid for Income Taxes
Cash paid for Interest

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NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

9 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

Natural Health Farm Holdings Inc. (the “Company”, “We”, “Its”, and “NHEL”) was incorporated under the laws of the State of Nevada on July 10, 2014 (Inception date). The Company has developed web-based business and launched itself into the healthcare industry. The Company has plans to provide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The company has positioned itself to be a fully integrated nutraceutical biotechnology company offering products and related services through healthcare practitioners and direct-to-consumers. The company now owns a research & development laboratory in Malaysia, franchisee management services company and an Australia manufacturing facility producing practitioner only naturopathic and homeopathic medicines.

On November 30, 2016, the Company filed a certificate of amendment to its articles of incorporation with the Nevada Secretary of State to change its name from Amber Group Inc. to Natural Health Farm Holdings Inc. and effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million). This amendment was unanimously approved by the Company’s board of directors on November 29, 2016, and with the stockholders holding a majority of the Company’s voting power.

On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the Company’s authorized shares of common stock to 500,000,000 shares, and approved 30:1 forward stock split effective March 17, 2017.  The new trading symbol for our common stock is “NHEL”.

On January 31, 2018, the company acquired the total outstanding share of NHF International Limited at USD$1. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd become wholly subsidiaries of the Group. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing.

The corporate structure is depicted below:

Basis of Presentation

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at June 30, 2018, and the results of operations for three months and nine months ended June 30, 2018, and cash flows for the nine months ended June 30, 2018 and 2017. The balance sheet as of September 30, 2017 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim condensed consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s September 30, 2017 Annual Report filed with the Securities and Exchange Commission on Form 10-K on December 28, 2017.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of Natural Health Farm Holdings Inc. and all controlled subsidiaries. All intercompany transactions and balances have been eliminated.

The condensed consolidated financial statements as of June 30, 2018 and for the period ended June 30, 2018, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company's condensed consolidated financial position, results of operations, statements of comprehensive income, and statements of stockholders' equity and cash flows for all periods presented.

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company recorded a total comprehensive loss of $650,679 from October 1, 2017 to June 30, 2018 and has an accumulated deficit of $766,884 as of June 30, 2018.

These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had a cash balance of $310,747 at June 30, 2018 and $0 at September 30, 2017, respectively.

Equipment Costs

Equipment costs include direct costs incurred for purchase of fixed assets and payments made to independent suppliers. The Company accounts for equipment costs in accordance with the FASB guidance for the costs of equipment to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). As for the equipment costs, they are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation.

Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis.

Revenue Recognition and Concentrations

We generate revenue from licensing and other software services from our web-based software to distributors and retailers of nutritional supplements in the healthcare industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting.

Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues.

Through our subsidiary, Natural Tech R&D Sdn Bhd, we generate revenue from the sales of health supplement and other health food products, as well as in providing laboratory analytical testing services. As for NHF Management & Business Sdn Bhd, we generate revenue in providing franchisee management and consultation services to client.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at June 30, 2018 and September 30, 2017, respectively.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2018 and September 30, 2017, there were options granted to certain employees and independent consultants that when vested convert into 450,000 shares of common stock. At June 30, 2018 and September 30, 2017, there were no convertible notes, warrants available for conversion that if exercised, may dilute future earnings per share.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table presents assets and liabilities that were measured and recognized at fair value as of June 30, 2018 on a recurring basis: 

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis:

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements. 

In 2015, the FASB issued ASU No. 2015-17, “Income Taxes” (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be classified as noncurrent in a classified balance sheet. Current US GAAP requires an entity to separate deferred tax assets and liabilities into current and noncurrent amounts in a classified balance sheet. For public entities, ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018, and may be applied either prospectively or retrospectively, with early application permitted for financial statements that have not been previously issued. The Company has not yet determined the effect of the adoption of this standard on the Company’s financial position and results of operations.

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PLANT & EQUIPMENT

9 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

PLANT & EQUIPMENT

NOTE 3 – PLANT & EQUIPMENT

The Company purchased web-based naturopathic learning management system computer software, developed by a third party, to educate users with the health-related products for various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. The amount capitalized include direct costs incurred in developing the software purchased from the third party.

The following table presents details of our computer software costs as of June 30, 2018 and September 30, 2017:

	Balance at September 30, 2017		Additions and consolidated through merger of subsidiaries		Amortization			Balance at June 30, 2018
Equipment, net	$	-	$	193,240	$	(7,582	)	$	185,658

Equipment costs are being amortized on a straight-line basis over their estimated lives.

The future amortization expense of equipment costs as of June 30, 2018 are to be recorded in accordance with their estimated useful lives.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Account payables at June 30, 2018 and September 30, 2017 totaled $103,671 and $0, respectively. While the accrued expenses as of June 30, 2018 and September 30, 2017 totaled $4,219 and $2,070, respectively.

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PAYABLE TO RELATED PARTIES

9 Months Ended

Jun. 30, 2018

Payable To Affiliates

PAYABLE TO RELATED PARTIES

NOTE 5 – PAYABLE TO RELATED PARTIES

The Company has received an advance of $11,418 and $32,169 from a director for its working capital needs as of June 30, 2018 and September 30, 2017, respectively (see NOTE 6).

The Company has received advances from an affiliate for its working capital needs from an entity in which its Chief Executive Officer is also a director in such entity (NOTE 6). The advance received is non-interest bearing, unsecured and payable on demand is summarized as follows.

	Balance June 30, 2018		Balance September 30, 2017
	(Unaudited)		(Audited)
Other payables – related parties	$	311,338	$	78,067
Total	$	311,338	$	78,067

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RELATED PARTY TRANSACTIONS

9 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company received an advance of $11,418 and $32,169 from a director for its working capital needs as of June 30, 2018 and September 30, 2017, respectively. Funds advanced to the Company by the director are non-interest bearing, unsecured and due on demand (NOTE 5).

The Company has received advances for its working capital needs from an affiliate in which the Company’s Chief Executive Officer holds the position of director in such entity (see NOTE 5).

As for the sales to related parties, the amounts are disclosed on Condensed Consolidated Statements Of Operations (Page 2).

On May 30, 2018, the Company granted stock options to three officers/directors to purchase 250,000 shares of common stock at exercise price of $1.50 per share over a five (5) years term.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.

Contingent liabilities that are probable to arise from the recent legal related to the company and it’s subsidiary Prema Life Pty Ltd, the details are disclosed on Part II, Item 1. Legal Proceedings.

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STOCKHOLDERS' DEFICIT

9 Months Ended

Jun. 30, 2018

Equity [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 8 – STOCKHOLDERS’ DEFICIT

The Company’s capitalization at June 30, 2018 was 500,000,000 authorized common shares with a par value of $0.001 per share.

Common Stock

On November 30, 2016, the Company increased the authorized share capital from 75,000,000 shares of common stock to 500,000,000 shares of common stock. In addition, the Company effectuated a 30:1 forward stock split of the common stock on such date.

On February 1, 2018, the Company entered into consulting agreements with two contractors for providing business advisory and consulting services. The Company issued 1,000,000 shares of common stock valued at $20,000 as the fair market value of the stock.

On March 1, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) with its shareholders whereby, the shareholders agreed to exchange, sell, convey, transfer and assign to the Company their shareholdings, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description plus pay to the Company an aggregate purchase price of $50 (the “Purchase Price”), and the Company agreed to accept from its shareholders the old shares plus the Purchase Price in exchange for the transfer of old shares the new shares. As of March 31, 2018, the Company received cash proceeds of $35,537 from its shareholders to exchange the old shares for new shares, and recorded it as contributed capital in the accompanying financial statements.

On May 16, 2018, the Company issued 50,000 shares of its common stock for a cash consideration of $50 pursuant to an agreement dated February 15, 2018. In addition, on the same date, the Company issued 105,000 shares of common stock for a cash consideration of $210 pursuant to an agreement dated March 1, 2018. The common shares issued were valued at the fair value on the date of execution of the agreement to issue such shares.

On May 16, 2018, the Company issued 10,050,000 shares of common stock for a cash consideration of $10,050 pursuant to an agreement dated March 1, 2018. The common shares were valued at $10,050 being their fair value on the date of execution of the agreement. The Company recorded $10,050 as subscriptions receivable as of June 30, 2018 since the Company did not receive the cash proceeds for stock subscriptions. 

On June 21, 2018, the Company issued 50,000 shares of common stock to a consultant pursuant to an agreement, for providing consulting and business advisory services to the Company. The common shares were valued at $85,000 being their fair value on the date of execution of the agreement to issue such shares.

As a result of all common stock issuances, the Company had 161,405,000 shares and 150,150,000 shares of common stock issued and outstanding as of June 30, 2018 and September 30, 2017, respectively.

Stock Option Plan

On May 30, 2018, the Board of Directors authorized and approved the 2018 Non-Qualified Stock Option Plan (the “2018 Plan) and reserved 10,000,000 shares of the Company’s common stock intended to be issued to selected officers, directors, consultants and key employees provided that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction and do not promote or maintain a market for the Company’s securities. The Company filed a Registration Statement with the SEC on May 31, 2018 disclosing formation of 2018 Plan.

On May 30, 2018, the Board granted stock options under the 2018 Plan to two directors, an officer and an employee, and three independent consultants to purchase up to 450,000 shares of common stock with a five-year term. The stock options vested immediately upon the issuance date. The exercise price of the stock options to purchase common stock was at $1.50 per share, and the quoted market price of the Company stock on the grant date was $1.70. The option to purchase common stock expires on May 30, 2023. The fair value of options granted was $526,295, calculated using Black-Scholes option pricing model using the assumptions of risk free discount rate of 2.79%, volatility of 106%, 2.5 year-term for employees and directors and 5 year-term for non-employees, and dividend yield of 0%. The Company has recorded stock compensation expense of $526,295 for the three months and nine months ended June 30, 2018.

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RELATED PARTIES

9 Months Ended

Jun. 30, 2018

Related Parties Abstract

RELATED PARTIES

NOTE 9 – RELATED PARTIES

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

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RESTATEMENT

9 Months Ended

Jun. 30, 2018

PAYABLE TO AFFILIATE

RESTATEMENT

NOTE 10 – RESTATEMENT

On January 31, 2018, the company acquired the total outstanding share of NHF International Limited, an investment holding company, at nominal value. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd, in turn, became wholly-owned subsidiaries of the Company. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing.

The following balances and amounts in the initial financial statements announced on 14 August 2018 were inadvertently reported on the condensed consolidated balance sheets and condensed consolidated statements of operations. The effects of correction of errors are disclosed as below:

Condensed Consolidated Balance Sheets

	As previously reported			Adjustments arising from merger of subsidiaries		As restated
	$			$		$
Current assets		51,592			816,668		868,260
Non-current assets		34,268			151,390		185,658
Total assets		85,860			968,058		1,053,918
Current liabilities		272,968			315,463		588,431
Non-current liabilities		-			6,984		6,984
Total liabilities		272,968			322,447		595,415
Share Capital		161,405			-		161,405
Reserves		(348,513	)		645,611		297,098
Total equity		(187,108	)		645,611		458,503

Condensed Consolidated Statement of Operations For the Nine Months Ended June 30, 2018

	As previously reported			Adjustments arising from merger of subsidiaries			As restated
	$			$			$
Revenues – related parties		15,076			465,274			480,350
Revenues – third parties		8,139			6,508			14,647
Total revenues		23,215			471,782			494,997
Cost of Goods Sold		(7,582	)		(235,031	)		(242,613	)
Gross Profit		15,633			236,751			252,384
Total Operating Expenses		(794,623	)		(107,231	)		(901,854	)
Loss From Operations		(778,990	)		129,520			(649,470	)
Other Income		-			1,052			1,052
Loss Before Tax		(778,990	)		130,572			(648,418	)
Tax expense		-			-			-
Net Loss		(778,990	)		130,572			(648,418	)

The above restatements do not have any significant impact to the basic and dilutive net loss per share as compared to initial announcement on 14 August 2018.

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SUBSEQUENT EVENTS

9 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

On December 3, 2018, the Company agreed to purchase 51% of the issued and outstanding capital stock of Prema Life Pty Ltd and 60% of the issued and outstanding capital stock of GGLG Properties Pty Ltd, collectively in exchange for 304,500 shares of the Company’s common stock. On December 28, 2018, the parties mutually agreed to extend the closing date of the purchase transaction on January 1, 2019. The Company issued 304,500 shares of its common stock on December 3, 2018 in good faith for consummating the purchase. These newly acquired entities were consolidated since 1 January 2019.

Management has evaluated subsequent events through June 30, 2019, the date the financial statements were available to be issued, noting no items that would impact the accounting for events or transactions in the current period or require additional disclosure.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had a cash balance of $310,747 at June 30, 2018 and $0 at September 30, 2017, respectively.

Equipment Costs

Equipment Costs

Equipment costs include direct costs incurred for purchase of fixed assets and payments made to independent suppliers. The Company accounts for equipment costs in accordance with the FASB guidance for the costs of equipment to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). As for the equipment costs, they are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation.

Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis.

Revenue Recognition and Concentrations

Revenue Recognition and Concentrations

We generate revenue from licensing and other software services from our web-based software to distributors and retailers of nutritional supplements in the healthcare industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting.

Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues.

Through our subsidiary, Natural Tech R&D Sdn Bhd, we generate revenue from the sales of health supplement and other health food products, as well as in providing laboratory analytical testing services. As for NHF Management & Business Sdn Bhd, we generate revenue in providing franchisee management and consultation services to client.

Concentration of Risk

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at June 30, 2018 and September 30, 2017, respectively.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2018 and September 30, 2017, there were options granted to certain employees and independent consultants that when vested convert into 450,000 shares of common stock. At June 30, 2018 and September 30, 2017, there were no convertible notes, warrants available for conversion that if exercised, may dilute future earnings per share.

Fair value of Financial Instruments and Fair Value Measurements

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table presents assets and liabilities that were measured and recognized at fair value as of June 30, 2018 on a recurring basis: 

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis:

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

In 2015, the FASB issued ASU No. 2015-17, “Income Taxes” (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be classified as noncurrent in a classified balance sheet. Current US GAAP requires an entity to separate deferred tax assets and liabilities into current and noncurrent amounts in a classified balance sheet. For public entities, ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018, and may be applied either prospectively or retrospectively, with early application permitted for financial statements that have not been previously issued. The Company has not yet determined the effect of the adoption of this standard on the Company’s financial position and results of operations.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Schedule of assets and liabilities measured and recognized at fair value

The following table presents assets and liabilities that were measured and recognized at fair value as of June 30, 2018 on a recurring basis: 

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis:

Description	Level 1		Level 2		Level 3
None	$	-	$	-	$	-

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PLANT & EQUIPMENT (Tables)

9 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of plant and equipment

The following table presents details of our computer software costs as of June 30, 2018 and September 30, 2017:

	Balance at September 30, 2017		Additions and consolidated through merger of subsidiaries		Amortization			Balance at June 30, 2018
Equipment, net	$	-	$	193,240	$	(7,582	)	$	185,658

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PAYABLE TO RELATED PARTIES (Tables)

9 Months Ended

Jun. 30, 2018

Payable To Affiliates

Schedule of payable to related parties

The Company has received advances from an affiliate for its working capital needs from an entity in which its Chief Executive Officer is also a director in such entity (NOTE 6). The advance received is non-interest bearing, unsecured and payable on demand is summarized as follows.

	Balance June 30, 2018		Balance September 30, 2017
	(Unaudited)		(Audited)
Other payables – related parties	$	311,338	$	78,067
Total	$	311,338	$	78,067

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RESTATEMENT (Tables)

9 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of condensed balance sheet

The effects of correction of errors are disclosed as below:

Condensed Consolidated Balance Sheets

	As previously reported			Adjustments arising from merger of subsidiaries		As restated
	$			$		$
Current assets		51,592			816,668		868,260
Non-current assets		34,268			151,390		185,658
Total assets		85,860			968,058		1,053,918
Current liabilities		272,968			315,463		588,431
Non-current liabilities		-			6,984		6,984
Total liabilities		272,968			322,447		595,415
Share Capital		161,405			-		161,405
Reserves		(348,513	)		645,611		297,098
Total equity		(187,108	)		645,611		458,503

Schedule of condensed consolidated statement of operations

Condensed Consolidated Statement of Operations For the Nine Months Ended June 30, 2018

	As previously reported			Adjustments arising from merger of subsidiaries			As restated
	$			$			$
Revenues – related parties		15,076			465,274			480,350
Revenues – third parties		8,139			6,508			14,647
Total revenues		23,215			471,782			494,997
Cost of Goods Sold		(7,582	)		(235,031	)		(242,613	)
Gross Profit		15,633			236,751			252,384
Total Operating Expenses		(794,623	)		(107,231	)		(901,854	)
Loss From Operations		(778,990	)		129,520			(649,470	)
Other Income		-			1,052			1,052
Loss Before Tax		(778,990	)		130,572			(648,418	)
Tax expense		-			-			-
Net Loss		(778,990	)		130,572			(648,418	)

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NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Nov. 30, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of forward stock split	30:1 forward stock split
Increased authorized share capital		500,000,000		500,000,000		500,000,000
Comprehensive loss		$ (655,758)	$ (25,790)	$ (650,679)	$ (34,935)
Accumulated deficit		$ (766,884)		(766,884)		$ (118,466)
Net cash used in operating activities				48,454	$ 34,935
Merger reserves				$ 517,300

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets and liabilities at fair value
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets and liabilities at fair value
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets and liabilities at fair value

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016
Accounting Policies [Abstract]
Cash balance	$ 310,747
Useful life of computer software	3 years
Prepaid expense	$ 4,600
Number of vested shares	450,000

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PLANT & EQUIPMENT (Details) - USD ($)	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Balance at beginning
Additions and consolidated through merger of subsidiaries	193,240
Amortization	(7,582)
Balance at end	$ 185,658

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Payables and Accruals [Abstract]
Accounts payable	$ 103,671
Accrued expense	$ 4,219	$ 2,070

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PAYABLE TO RELATED PARTIES (Details) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Payable To Affiliates
Other payables - related parties	$ 311,338	$ 78,067
Total	$ 311,338	$ 78,067

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PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Payable To Affiliates
Advance from director	$ 11,418	$ 32,169

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	May 30, 2018	Jun. 30, 2018	Sep. 30, 2017
Defined Benefit Plan Disclosure [Line Items]
Advance from director		$ 11,418	$ 32,169
Number of shares granted	250,000
Officers/Directors [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of shares granted	250,000
Exercise price (in dollars per share)	$ 1.50
Term	5 years

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STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($)	Jun. 21, 2018	May 16, 2018	Mar. 01, 2018	Nov. 30, 2016	Jun. 30, 2018	Sep. 30, 2017
Common stock, authorized					500,000,000	500,000,000
Common stock, par value (in dollars per share)					$ 0.001	$ 0.001
Previously common stock, authorized				75,000,000
Cash proceeds from issuance of shares		$ 10,050
Common stock, issued					161,405,000	150,150,000
Common stock, outstanding					161,405,000	150,150,000
Business Advisory Services [Member] | Consulting Agreements [Member]
Value of shares issued	$ 50,000
Number of shares issued, value	85,000
Shareholders [Member] | Share Exchange Agreement [Member]
Value of shares issued		105,000
Purchase price (in dollars per share)			$ 50
Cash proceeds from issuance of shares		$ 210	$ 35,537
Value of shares issued during the period		10,050,000
Common stock subscriptions, value					$ 10,050
Two Contractors [Member] | Consulting Agreements [Member]
Common stock, authorized				500,000,000
Value of shares issued				$ 1,000,000
Number of shares issued, value				20,000
Value of new shares issued		50,000
Number of new shares issued, value		$ 50

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STOCKHOLDERS' DEFICIT (Details Narrative 1) - USD ($)		3 Months Ended		9 Months Ended
	May 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Stock option granted	$ 1.70
Expiration date	May 30, 2023
Fair value of options granted	250,000
Risk free discount rate	2.79%
Volatility	106.00%
Dividend yield	0.00%
Stock based compensation		$ 526,295		$ 526,295
Non-employees [Member]
Expected Term	5 years
Employees and Directors [Member]
Expected Term	2 years 6 months
2018 Plan [Member]
Common stock capital reserve for future issuance	10,000,000
2018 Plan [Member] | Two directors [Member]
Number for shares purchased	450,000
Term	P5Y
Exercise price options to purchase	$ 1.5

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RESTATEMENT (Details) - USD ($)	Jun. 30, 2018	Sep. 30, 2017
Current assets	$ 868,260
Non-current assets	185,658
Total assets	1,053,918
Current liabilities	588,431	$ 80,137
Non-current liabilities	6,984
Total liabilities	595,415	80,137
Share Capital	161,405	150,150
Reserves	297,098
Total equity	458,503	$ (80,137)
As Previously Reported [Member]
Current assets	51,592
Non-current assets	34,268
Total assets	85,860
Current liabilities	272,968
Non-current liabilities
Total liabilities	272,968
Share Capital	161,405
Reserves	(348,513)
Total equity	(187,108)
Adjustments Arising From Merger of Subsidiaries [Member]
Current assets	816,668
Non-current assets	151,390
Total assets	968,058
Current liabilities	315,463
Non-current liabilities	6,984
Total liabilities	322,447
Share Capital
Reserves	645,611
Total equity	$ 645,611

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RESTATEMENT (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenues - related party	$ 264,692		$ 480,350
Revenues - third parties			14,647
Total revenues	274,474		494,997
Cost of Goods Sold	(121,513)		(242,613)
Gross Profit	152,961		252,384
Total Operating Expenses	(771,943)	(25,790)	(901,854)	(34,935)
Loss From Operations	(618,982)	(25,790)	(649,470)	(34,935)
Other Income	446		1,052
Loss Before Tax	(618,536)	(25,790)	(648,418)	(34,935)
Tax expense
Net Loss	$ (618,536)	$ (25,790)	(648,418)	$ (34,935)
As Previously Reported [Member]
Revenues - related party			15,076
Revenues - third parties			8,139
Total revenues			23,215
Cost of Goods Sold			(7,582)
Gross Profit			15,633
Total Operating Expenses			(794,623)
Loss From Operations			(778,990)
Other Income
Loss Before Tax			(778,990)
Tax expense
Net Loss			(778,990)
Adjustments Arising From Merger of Subsidiaries [Member]
Revenues - related party			465,274
Revenues - third parties			6,508
Total revenues			471,782
Cost of Goods Sold			(235,031)
Gross Profit			236,751
Total Operating Expenses			(107,231)
Loss From Operations			129,520
Other Income			1,052
Loss Before Tax			130,572
Tax expense
Net Loss			$ 130,572

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RESTATEMENT (Details Narrative)	9 Months Ended
	Jun. 30, 2018 USD ($)
PAYABLE TO AFFILIATE
Merger reserves	$ 517,300

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Dec. 03, 2018 shares
Number of shares issued	304,500
Prema Life Ptv Ltd [Member]
Description of issued and outstanding capital stock	51% of the issued and outstanding capital stock
GGLG Properties Pty Ltd [Member]
Description of issued and outstanding capital stock	60% of the issued and outstanding capital stock
Exchange of shares	304,500