ITEM 1. DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use ofusing terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof.  We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Background

The Company is a development stage company and has limited operating history and is expected to experience losses in the near term.

Natural Health Farm Holdings Inc., incorporated in the State of Nevada on JuneJuly 10, 2014 (inception date), has developed and intendedlaunched 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 offer local guided tours via our web platform. Our future web site will connect travelers with freelance guidesbe educated on health-related aspects of various diseases. The company has positioned itself to facilitatebe 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 January 31, 2018, the creationcompany 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 private tours aroundnutraceuticals 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.

On December 3, 2018, the world. Customers will simply enterCompany 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. Prema Life, who has more than 30 years operations, is an Australia manufacturer and supplier of functional foods and supplements, especially practitioner only medicines in naturopathic and homeopathic industry.

Natural Health Farm Holdings Inc. – NHEL- exists to enable healthier life for everyone and believes that a complete healthcare eco-system from farm, research & development, manufacturing, distribution and professional support is necessary of consumers and shall make NHEL a global player in this industry.

Employees

Currently the Company has no employees other than its President/CEO and Secretary who devote approximately 65% and 50%, respectively, of their destination, choose a tour with favorite guide and in just a few clicks, customers can book tour directly with the local guide. Before booking customers can check the guide's profile, see their feedbacks and even message the guide to customize a tour, tailored to customer needs. We intend to offer guided tours in Europe and North America (USA and Canada), and we plan to run our business from outside the United States during the first year of operation. Currently we have only testing version of our website.  Whether customer is looking for a city tour, wine tasting experiences, walking tours, bicycle tours or any other activity he/she wants to do together with a local, our web site will help customer to connect with locals all over the world.

Jumpstart Our Business Startups Act 

In April 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things: Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to tour guide.

The Company meets the definition of an emerging growth company will be affected by some of the changes provided in the JOBS Act and certain of the new exemptions. The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the advertisement needs to be made or if they would like to add more link ads. WeSecurities Act of 1933 will follow up eitherdiffer from registration statements filed by telephoning our clients or directlyother companies as follows:

However, the requirements for financial disclosure provided by arranging an appointment with oneRegulation S-K promulgated by the Rules and Regulations of the managers.

Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the marketing service providerCompany’s independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company. As full compensationCompany’s accounting firm or for a supplemental auditor report about the promoter performanceaudit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting.

Section 102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act § 14A(e) for companies with a class of securities registered under the agreement,1934 Act to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the promoter will get 10%JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the total prices paid by customer via Company web site.

Subsidiaries- The Company owns 100% of NHF International Limited and its subsidiaries, Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd, 51% of Prema Life Pty Ltd, an Australian corporation and 60% of GGLG Properties Pty Ltd, an Australian corporation.

Employees and Employment Agreements

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

ITEM 1A. RISK FACTORS

Not applicable to smaller reporting companies.

ITEM 2. DESCRIPTION OF PROPERTY

The Company owns no real estate. We currently maintain our corporate office at No.48 & 49, Jalan Velox 2, Taman Velox, Rawang Industrial Park, 48000 Rawang, Selangor, Malaysia. We believe that this current office space is adequate for our current operations and we do not ownanticipate that we will require any real estate or other properties.

ITEM 3. 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 to 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 proceedingsrepresentative has been authorized to which we are a party ortravel to which any of our property isSouth Africa to commence the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Public Market for Common Stock

On March 17, 2018, our common shares. Our common shares are quotedstock was approved for quotation on the OTC Markets under the trading symbol “NHEL,” however an active“NHEL”. The OTC Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Markets securities are traded by a community of market hasmakers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges and any prices quoted may not yet developed forbe a reliable indication of the value of our common stock.  

On December 27, 2018, the closing price of our common stock reported on the OTC Markets was $2.48 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low sales prices of our common stock, as reported on the OTCQB.

As of December 27, 2018, there were approximately 72 shareholders of record of our 161,859,500 shares common stock based upon the shareholders’ listing provided by our transfer agent.

Dividends

We cannot assure youhave never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that thereany cash dividends will be a marketpaid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant. Our retained earnings deficit currently limits our ability to pay dividends.

Shares Available for our common stock.

Approximately 81% of September 30, 2017, noall outstanding shares of our common stock have traded.

Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us, unless the following conditions are met:  

On February 1, 2018, the Company notified the SEC by through the filing of a Form 8-K that is was no longer a “shell” corporation. In view of this, any time after February 1, 2019, and assuming the Company has been current in its required filings pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, and all other requirements set forth above are met, shareholders may utilize Rule 144 for the sale of their shares.

Penny Stock Regulations

Our common stock is deemed to be “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to: 

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; 

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and 

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account. 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock even if our common stock becomes publicly traded. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.

Repurchases of Equity Securities

None

Reports to Stockholders

We are currently subject to 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 splitinformation and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements.

Transfer Agent

Transhare Corporation, 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760 is the registrar and transfer agent for the Company’s common stock.

Recent Sales of common stock for cash proceeds of $20,100.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Annual Report Form 10-K contains forward-looking statements that reflect our plans, estimates and beliefs.statements. Our actual results could differ materially from those discussedset forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. OurThe following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements are statedand accompanying notes and the other financial information appearing elsewhere in United States Dollarsthis report. The analysis set forth below is provided pursuant to applicable Securities and are preparedExchange Commission regulations and is not intended to serve as a basis for projections of future events. Refer also to “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in accordanceItem 1 above. 

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.

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.

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.

Prema Life Pty Ltd is a manufacturer and supplier of functional foods, vitamins and supplements, of practitioner only naturopathic and homeopathic medicines in Australia. The Company hosts regular educational webinars and seminars for practitioners to learn about the natural products. The Company operates from a Hazard Analysis and Critical Control Point (“HACCP”) certified manufacturing facility and has the capacity to produce a wide range of powder and liquid products to requirements.

GGLG Properties Pty Ltd. owns industrial property and factory at Brendale in Brisbane, Queensland, Australia. The Company leases this property to Prema Life Pty Ltd, and incurs costs in connection with United States Generally Accepted Accounting Principles.

From inception, through the date of this annual report, we reported revenues and incurred expenses and accumulated operating losses, as part of our development activities. We have incurred recurring losses to date. Our financial statements have been prepared assumingrecorded a net loss of $948,614 for the year ended September 30, 2018, working capital deficiency of $213,742, and an accumulated deficit of $1,067,080 at September 30, 2018.

We anticipate that we will need substantial working capital over the next 12 months to continue as a going concern and accordingly, do not include adjustmentsto expand our operations to distribute, sell and market naturopathic learning management system together with online learning courses. Our independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless we are able to generate sufficient cash flows from operations and/or obtain additional financing, there is a 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 September 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 for the Years Ended September 30, 2018 and 2017

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

Revenues and Cost of Goods Sold

Revenues for the year ended September 30, 2018 were $769,969 ($652,367 from related parties and $117,602 from third parties) compared to $0 for the same comparable period in 2017. 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 recoverabilitysubsidiary companies. Cost of goods sold recorded for the year ended September 30, 2018 was $362,847. No revenues and realizationcost of assetsgoods sold were realized for the year ended September 30, 2017. 

Operating Expenses

Operating expenses for the year ended September 30, 2018 and classification2017 were $1,354,462 and $89,359, respectively. Operating expenses for the year ended September 30, 2018 consisted of liabilities that might be necessary shouldus engaging outside consultants and business advisors for professional fees totaling $159,862, legal and filing fees of $51,719 upon becoming a public reporting entity, stock compensation expense of $826,295 for grant of stock options to employees, directors and consultants, and general and administrative expenses of $316,586. Operating expenses for the year ended September 30, 2017 consisted of professional fees of $33,986, legal and filing fees of $9,093, and general and administrative expenses of $46,280.

Other Income (Expense)

Interest expense for the year ended September 30, 2018 and 2017 was $1,026 and $0. On June 5, 2018, we be unableexecuted a promissory note of $40,000 at 8% annual interest, due and payable in full on March 5, 2019. We recorded interest expense of $1,026 for the year ended September 30, 2018.

Net loss

We reported a net loss of $948,614 and $89,359 and for the year ended September 30, 2018 and 2017, respectively.

Liquidity and Capital Resources

Cash and cash equivalents were $439,846 at September 30, 2018 as compared to continue$0 at September 30, 2017. As reported in operation.  We expectthe accompanying financial statements, we will require additionalrecorded a net loss of $948,614 for the year ended September 30, 2018. Our working capital to meetdeficit and accumulated deficit at September 30, 2018 was $213,742 and $1,067,080, respectively. These factors and our long term operating requirements. We expectability to raise additional capital through, amongto 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. We anticipate generating only minimal revenues over the next twelve months. 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 things,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.

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 year ended September 30, 2017 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30, 2016.

Investing Activities:

Net cash flows from investing activities for the fiscal year ended September 30, 2016. The Company2018 was $137,805 primarily due to cash inflows from merger amounting to $289,208 and net off the purchase of plant and equipment of $57,823 and acquisition of other investments of $93,580. We did not earnrecord any revenues duringcash flows in investing activities for the year ended September 30, 2017.

Financing Activities

Net cash flows provided by financing activities for the year ended September 30, 2018 was $1,032,219, consisting of $11,210 in cash advance from director, drawdowns of borrowings of $40,000 and proceeds from issuance of share of $981,009. Net cash flows provided by financing activities for the year ended September 30, 2017 as compared to revenues of $1,995 earned for the year ended September 30, 2016.

As a result of the fiscalabove activities, we experienced a net increase in cash of $439,846 and $0 for the year ended September 30, 2016, cash flows provided by financing activities was $20,466, consisting of cash proceeds of $20,100 from the sale of our common stock2018 and cash advances of $366 received from our director.

Critical Accounting Policies and anticipated cash flowSignificant 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 herein, 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 expectedemerging growth companies.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “FairValue Measurements and Disclosures”,requires an entity to be adequatemaximize 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 fund our operations. 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 no linesnot engaged in any off-balance sheet arrangements as defined in Item 303(c) of creditthe 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 bank financing arrangements.  Generally, wecontractually narrow or limited purposes.

Recent Accounting Pronouncements

We have financed operations to date through the proceeds of the private placement of equityimplemented all new accounting pronouncements that are in effect and advances from directors. In connection withthat may impact our business plan, management anticipates additional increases in operating expensesfinancial statements and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securitiesdo not believe that there are any other new accounting pronouncements that have been issued that might have rights, preferencesa material impact on our financial position or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantageresults of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Material Commitments

As of the date of this Annual Report, we do not have any material commitments.

Purchase of Significant Equipment

As of the date of this Annual Report, we do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

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

GOING CONCERN

The independent auditors' reports accompanying our September 30, 20172018 and September 30, 20162017 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.  The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.