Accounts payable at DecemberMarch 31, 20172019 and September 30, 20172018 totaled $7,462$197,040 and $0,$69,805, respectively. Accounts payable consisted of $6,628 and $0 in legal and consulting fees and $835 and $0 of filing fees payable as of DecemberWhile the accrued expenses at March 31, 20172019 and September 30, 2017,2018 totaled $591,457 and 38,499, respectively.

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.

The Company’s capitalization at DecemberMarch 31, 20172019 was 500,000,000 authorized common shares with a par value of $0.001 per share.

On November 30, 2016,December 3, 2018, the Company increasedagreed to purchase 51% of the authorized shareissued and outstanding capital from 75,000,000stock 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 to 500,000,000 shares of common stock. In addition,valued at $1,218,000 based on the Company effectuated a 30:1 forward stock splitfair value of the common stock on suchthe closing date.

On March 12, 2019, the Company executed a convertible promissory note with Labrys Fund, LP (the “Labrys”). In connection with the funding of the First Tranche of the Note, the Company shall issue to Labrys, as a commitment fee, 92,105 shares of its common stock (the “First Returnable Shares”), as further provided in the Note, as well as to issue 15,000 shares (the “Commitment Shares”) to Labrys on the Closing Date, as a commitment fee.

On March 19, 2019, the Company executed a convertible promissory note with Auctus Fund, LLC (the “Auctus”). In connection with the funding of the Note, the Company shall issue to Auctus on the Closing Date, as a commitment fee, 35,000 shares of the Company’s common stock (the “Commitment Shares”), as well as 175,000 shares of its common stock (the “Returnable Shares”, as further provided in the Note). The Returnable Shares and Commitment Shares shall be deemed earned in full as of the Closing Date.

On March 20, 2019, the company executed a convertible promissory note with EMA Financial, LLC (the “EMA”). In connection with the funding of the First Tranche of the Note, the Company shall issue to EMA, 15,000 shares of restricted common stock as a commitment fee the “Commitment Shares”), as well as 86,800 shares of restricted common stock (the “Returnable Shares”), as further provided in the Note). In the event the Company fails to redeem the tranche by its maturity date the Returnable Shares shall not be returned to the Company

As a result of all common stock issuances, the Company had 150,150,000162,278,405 shares and 161,555,000 shares of common stock issued and outstanding as of Decemberat March 31, 20172019 and September 30, 2017,2018, respectively.

Management has evaluated subsequent events through February 20, 2018,May 15, 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.

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 has plans to provide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The Company is currently providingcompany started as a nutritional consulting servicesservice provider by offering a web based naturopathic learning management system that allows distributors, chiropractors and consumers to educate users withbe 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 health products relatedcompany acquired the total outstanding share of NHF International Limited at at nominal value. 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 various illnesses,$517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and howdevelopment, 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 platform could be usedwebinars and seminars for practitioners to improve their general wellbeing.

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 owning and maintaining that property and recovers these costs through rental charges and rental recoveries pursuant to a long-term lease.

From inception, through the date of this quarterly report, we reported small revenues and incurred expenses and accumulated operating losses, as part of our development activities. We recorded a net loss of $17,078$68,245 for the threesix months ended DecemberMarch 31, 2017, working capital deficiency of $118,458, and2019, an accumulated deficit of $135,544$1,097,418 at DecemberMarch 31, 2017.

We anticipate that we will need substantial working capital over the next 12 months to continue as a going concern and to expand our operations to distribute, sell and market naturopathic learning management system together with online learning courses.business. 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 result

The company will be restating its previously reported consolidated financial statements as at and for the years ended September 30, 2018 and all related disclosures, as well as the interim filing of three months ended December 31, 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. That review identified an understatement of the consolidated net assets and the periodic consolidated earnings of the company. The Company has presented the restated consolidated financial statements in this Quarterly Report Form 10-Q, and will be submitting an amendment to the Annual Report From 10-K for the year ended September 30, 2018.

Results of Operations

Our results of operations for the three months ended DecemberMarch 31, 20172019 and 2018 included the operations of the Company, NHF International and its subsidiaries as a common control situation, and both Prema Life Pty Ltd and GGLG Properties Pty Ltd from January 1, 2019.

For the three months ended March 31, 2019 and 2018, we recorded total revenues of $524,860 ($149,730 from related parties and $375,131 from third parties) and $218,524 ($213,659 from related parties and $4,865 from third parties) respectively. Revenues recorded were earned by supplying manufactured goods, providing laboratory testing services and providing franchisee and marketing consultation. Cost of goods sold recorded was $217,365 and $120,494, for the three months ended March 31, 2019 and 2018, respectively.

Operating expenses for the three months ended March 31, 2019 and 2018 were $446,948 and $111,442, respectively. Operating expenses for the three months ended March 31, 2019 consisted of the Company recording consulting fees of $47,424 payable to consultants and business advisors for services, $32,870 in legal and filing fees, and $366,654 in other general and administrative expenses. Operating expenses for the three months ended March 31, 2018 totaled $111,442, consisting of $20,050 in fees paid to professional consultants and business advisors for services, $20,810 in legal, filing fees and $70,582 in other general and administrative expenses.

As a result of the above, we reported a net loss of $145,770 and a net loss of $12,806 for the three months ended March 31, 2019 and 2018. The net loss for the three months ended March 31, 2019 resulted primarily due to operation expenses from its subsidiaries, other than the incurring legal and filing fees, hiring third party consultants for providing business and advisory services to the Company. Our results of operations for the six months ended March 31, 2019 and 2018 included the operations of the Company. We reported a net loss of $17,078 applicable to the Company’s common stockholders$68,245 and a net loss of $29,882 for the threesix months ended DecemberMarch 31, 2017. The loss resulted primarily due to the operating expenses incurred by us during the three months ended December 31, 2017 in selling our web based naturopathic learning management system2019 and training provided by us to our customers.

Liquidity and Capital Resources

Cash and cash equivalents were $69,342$1,255,178 at DecemberMarch 31, 20172019 as compared to $0$439,846 at September 30, 2017.2018. As reported in the accompanying financial statements, we recorded a net loss of $17,078$145,770 for the three months ended DecemberMarch 31, 2017.2019. Our working capital deficit and accumulated deficit at DecemberMarch 31, 20172019 was $118,458 and $135,544, respectively.$1,097,418. 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. 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 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 threesix months ended DecemberMarch 31, 20172019 was $69,922a negative $191,284 which resulted primarily from our net loss of $17,078, amortization of software$68,245, depreciation costs of $607, increase$67,879, and a net change in accounts payableoperating assets of $7,462, increase in accrued expense of $1,930 and increase in deferred revenues from related party of $77,001.a negative $190,918. Net cash flows used inprovided by operating activities for the threesix months ended DecemberMarch 31, 20162018 was $8,526$225,274 resulted due to the net loss of $4,240$29,882, depreciation costs of $4,094, and increasea net change in prepaid expenseoperating liabilities of $4,286.

Investing Activities:

Net cash flows used in investing activities werefor the six months ended March 31, 2019 was primarily due to the acquisition of Prema Life Pty Ltd and GGLG Properties Pty Ltd of $1,196,967. Net cash flows used in investing activities for the six months ended March 31, 2018 was $227,629, due to purchase of web-based computer software of $21,850 during$49,551 and cash inflow of $227,180 from NHF International Limited and its subsidiaries.

Financing Activities

Net cash flows used in financing activities for the threesix months ended DecemberMarch 31, 2017. We did not record any cash flows in investing activities during the three months ended December 31, 2016.

As a result of the above activities, we experienced a net increase in cash of $69,342 and $0$1,255,178 for the threesix months ended DecemberMarch 31, 20172019, and 2016,a net increase of $464,216 for the six months ended March 31, 2018, 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.

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, 2017,2018, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

We are an “emerging“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.

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.

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.

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.

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 DecemberMarch 31, 20172019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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. On 1 May 2019, Applications were filed in the Magistrates Court Proceedings to seek orders that the Default Judgments be set aside and Mr Popplestone pay the costs of and incidental to the applications. The application are notlisted to be heard by the Magistrates Court on 21 June 2019. Prema Life Pty Ltd has a partydefence to any legal proceedings.

None

(a) Exhibits.

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.