Document and Entity Information
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 | 1,621,697 | |
Document Type | 10-Q | |
Trading Symbol | NHEL | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 161,405,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 46,992 | |
Prepaid expense | 4,600 | |
Total Current Assets | 51,592 | |
Computer Software, net | 34,268 | |
Total Assets | 85,860 | 0 |
Current Liabilities | ||
Accounts payable | 11,627 | |
Accrued expense | 4,219 | 2,070 |
Deferred revenue - related party | 63,924 | |
Deferred revenue - third party | 53,861 | |
Payable to affiliate | 98,837 | 78,067 |
Note payable | 40,000 | |
Advance from director | 500 | |
Total Current Liabilities | 272,968 | 80,137 |
Total Liabilities | 272,968 | 80,137 |
Stockholders' Deficit | ||
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 | 558,993 | (111,821) |
Stock subscriptions receivable | (10,050) | |
Accumulated Deficit | (897,456) | (118,466) |
Total Stockholders' Deficit | (187,108) | (80,137) |
Total Liabilities and Stockholders' Deficit | $ 85,860 | $ 0 |
CONDENSED BALANCE SHEETS (Unau3
CONDENSED BALANCE SHEETS (Unaudited) (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 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED 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 party | $ 6,583 | $ 15,076 | ||
Revenues - non-related party | 5,167 | 8,139 | ||
Total Revenues | 11,750 | 23,215 | ||
Cost of Goods Sold | 3,488 | 7,582 | ||
Gross Profit | 8,262 | 15,633 | ||
Operating Expenses: | ||||
Consulting fees | 109,626 | 145,240 | ||
Legal and filing fees | 12,130 | 6,738 | 35,845 | 8,643 |
Professional fees | 5,650 | 19,052 | 5,650 | 19,052 |
Loan commitment fee | 40,000 | 40,000 | ||
Stock compensation | 526,295 | 526,295 | ||
Other general and administrative | 33,227 | 41,374 | 7,240 | |
Total Operating Expenses | 726,928 | 25,790 | 794,404 | 34,935 |
Loss from Operations | (718,666) | (25,790) | (778,771) | (34,935) |
Other Income (Expense) | (219) | (219) | ||
Loss Before Provision For Income Tax | (718,885) | (25,790) | (778,990) | (34,935) |
Provision for Income Tax | ||||
Net Loss | $ (718,885) | $ (25,790) | $ (778,990) | $ (34,935) |
Basic and Dilutive Net Loss Per Share (in dollars per share) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 156,201,374 | 150,150,000 | 152,379,579 | 150,150,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (778,990) | $ (34,935) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||
Amortization of computer software costs | 7,582 | |
Loan commitment fee | 40,000 | |
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 | ||
(Increase) decrease in prepaid expense | (4,600) | 696 |
Increase in accounts payable | 11,627 | |
Increase in accrued expense | 2,149 | 2,070 |
Increase in deferred revenue - related party | 63,924 | |
Increase in deferred revenue - third party | 53,861 | |
Net Cash Flows Provided by (Used in) Operating Activities | 26,848 | (32,169) |
Cash Flows from Investing Activities | ||
Purchase of computer software | (41,850) | |
Net Cash Flows Used in Investing Activities | (41,850) | |
Cash Flows from Financing Activities | ||
Cash proceeds from affiliate | 20,770 | |
Cash advance from director | 500 | |
Cash proceeds from sale of common shares | 260 | |
Cash proceeds from stock subscriptions | 40,464 | |
Net Cash Flows Provided by Financing Activities | 61,994 | |
Net Increase in Cash and Cash Equivalents | 46,992 | (32,169) |
Cash and Cash Equivalents, Beginning of the Period | ||
Cash and Cash Equivalents, End of the Period | 46,992 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for Income Taxes | ||
Cash paid for Interest | ||
Supplemental disclosures of non-cash investing and financing activities: | ||
Stock issued for subscriptions receivable | $ 10,050 |
NATURE OF OPERATIONS, BASIS OF
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 “NHFH”) 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 currently provides nutritional consulting services by offering a web based naturopathic learning management system that allows distributors, chiropractors and consumers to educate users products with the health-related aspects of various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. 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. The Company effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million) shares. 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, and provided us a trading symbol for our common stock as “NHEL”. Basis of Presentation The accompanying interim condensed 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 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. 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 has recorded a net loss of $778,990 from October 1, 2017 to June 30, 2018, provided net cash flows in operating activities of $26,848, has a working capital deficit of $221,377, and has an accumulated deficit of $897,456 as of June 30, 2018. The Company has had difficulty in obtaining working capital lines of credit from financial institutions and trade credit from vendors. 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. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
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 Companys 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 $46,992 at June 30, 2018 and $0 at September 30, 2017, respectively. Prepaid Expenses Prepaid expenses represent payments made by the Company in advance for which the services have not been received. The Company recorded $4,600 and $0 in prepaid expense at June 30, 2018 and September 30, 2017, respectively. Computer Software Costs Computer software costs include direct costs incurred for purchase of developed software products and payments made to independent software developers. The Company accounts for computer software costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (ASC Subtopic 985-20). Computer software costs 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 The Company generates revenue from licensing and other software services from its web-based software to distributors and retailers of nutritional supplements in the healthcare industry. The Company 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. The Company considers 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. 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 Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” Fair value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, 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 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 Income Taxes Balance Sheet Classification of Deferred Taxes |
PREPAID EXPENSE
PREPAID EXPENSE | 9 Months Ended |
Jun. 30, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
PREPAID EXPENSE | NOTE 3 – PREPAID EXPENSE The Company recorded prepaid expense of $4,600 and $0 at June 30, 2018 and September 30, 2017. Prepaid expense consisted of $4,000 relating to legal fees and $600 for stock transfer agent fees, paid in advance as of June 30, 2018. No prepayments of expenses were made as of September 30, 2017. |
COMPUTER SOFTWARE COSTS
COMPUTER SOFTWARE COSTS | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
COMPUTER SOFTWARE COSTS | NOTE 4 – COMPUTER SOFTWARE COSTS 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 Amortization Balance at June 30, 2018 Computer Software Costs, net $ - $ 41,850 $ (7,582 ) $ 34,268 Computer software costs are being amortized on a straight-line basis over their estimated life of three years. Amortization expense for computer software costs was $3,488 and $0 for the three months ended June 30, 2018 and 2017, and $7,582 and $0 for the nine months ended June 30, 2018 and 2017, respectively. The estimated future amortization expense of computer software costs as of June 30, 2018 is as follows: Year ending September 30, Amount 2018 $ 3,488 2019 13,950 2020 13,950 2021 2,880 Total $ 34,268 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 9 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE 5 – ACCOUNTS PAYABLE Accounts payable at June 30, 2018 and September 30, 2017 totaled $11,627 and $0, respectively. Accounts payable consisted of $11,627 and $0 in legal and consulting fees payable as of June 30, 2018 and September 30, 2017, respectively. |
PAYABLE TO AFFILIATES
PAYABLE TO AFFILIATES | 9 Months Ended |
Jun. 30, 2018 | |
Payable To Affiliates | |
PAYABLE TO AFFILIATE | NOTE 6 – PAYABLE TO AFFILIATES The Company has received an advance of $500 from a director for its working capital needs as of June 30, 2018 (see NOTE 7). 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) Payable to affiliate $ 98,837 $ 78,067 Total $ 98,837 $ 78,067 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The Company received an advance of $500 and $0 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 6). 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 6). On November 20, 2017, the Company sold ten (10) naturopathic learning management system and modules for $29,000 to an entity solely owned by a director of the Company. The Company received the payment in full of $29,000 on December 21, 2017. The Company recorded $2,417 and $5,886 as revenues earned for the three months and nine months ended June 30, 2018, and $23,114 as deferred revenues at June 30, 2018. On December 11, 2017, the Company sold twenty (20) naturopathic learning management systems and modules for $50,000 to an entity in which the Company Chief Executive Officer holds the position of director in such entity. The Company received the payment of $50,000 on December 28, 2017. The Company recorded $4,167 and $9,190 as revenues earned for the three months and nine months ended June 30, 2018 and $40,810 as deferred revenues at June 30, 2018. 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. |
EQUITY FINANCING AGREEMENT AND
EQUITY FINANCING AGREEMENT AND NOTE PAYABLE | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
EQUITY FINANCING AGREEMENT AND NOTE PAYABLE | NOTE 8 – EQUITY FINANCING AGREEMENT AND NOTE PAYABLE Note payable consist of: June 30, 2018 September 30, 2017 (Unaudited) Note payable - GHS Investments, Inc. $ 40,000 $ - Total 40,000 - Current portion $ 40,000 $ - On June 5, 2018, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS Investments Inc. (“GHS”) pursuant to which GHS agreed to purchase up to $20,000,000 in shares of Company common stock. The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to GHS be filed with the Securities and Exchange Commission and become effective. The Registration Rights Agreement provides that the Company shall use commercially reasonable efforts to file the registration statement within 30 days after the date of the Registration Rights Agreement and have the registration statement become effective within 90 days after it is filed. In connection with the Equity Financing Agreement, the Company executed a promissory note in the principal amount of $40,000 (the “Note”) as payment of the commitment fee for the Equity Financing Agreement. The Note bears interest at the rate of 8% and must be repaid on or before March 5, 2019. The Company has recorded the commitment fee as an expense in the accompanying statements of operations for the nine months ended June 30, 2018. The Company has accrued the interest expense of $219 on the principal balance of $40,000 for the period from June 5, 2018 to June 30, 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – 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. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 10: 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 June 30, 2018, the Company received cash proceeds of $40,464 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 at 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 â2018 Plan) and reserved 10,000,000 shares of the Companys 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 Companys 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Management has evaluated subsequent events through August 14, 2018, the date the financial statements were available to be issued, noting no new transactions that would require additional disclosure. |
SUMMARY OF SIGNIFICANT ACCOUNTI
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 $46,992 at June 30, 2018 and $0 at September 30, 2017, respectively. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses represent payments made by the Company in advance for which the services have not been received. The Company recorded $4,600 and $0 in prepaid expense at June 30, 2018 and September 30, 2017, respectively. |
Computer Software Costs | Computer Software Costs Computer software costs include direct costs incurred for purchase of developed software products and payments made to independent software developers. The Company accounts for computer software costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). Computer software costs 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 | Revenue Recognition The Company generates revenue from licensing and other software services from its web-based software to distributors and retailers of nutritional supplements in the healthcare industry. The Company 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. The Company considers 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. |
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 Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions |
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” |
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”, 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 Companys financial instruments consist principally of cash, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, Fair Value Measurements and Disclosures Financial Instrument 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 In 2015, the FASB issued ASU No. 2015-17, “ Income Taxes” Balance Sheet Classification of Deferred Taxes |
SUMMARY OF SIGNIFICANT ACCOUN18
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 $ - $ - $ - |
COMPUTER SOFTWARE COSTS (Tables
COMPUTER SOFTWARE COSTS (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of computer software costs | 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 Amortization Balance at June 30, 2018 Computer Software Costs, net $ - $ 41,850 $ (7,582 ) $ 34,268 |
Schedule of estimated future amortization expense of computer software costs | The estimated future amortization expense of computer software costs as of June 30, 2018 is as follows: Year ending September 30, Amount 2018 $ 3,488 2019 13,950 2020 13,950 2021 2,880 Total $ 34,268 |
PAYABLE TO AFFILIATES (Tables)
PAYABLE TO AFFILIATES (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Payable To Affiliates | |
Schedule of payable to affiliate | 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) Payable to affiliate $ 98,837 $ 78,067 Total $ 98,837 $ 78,067 |
NATURE OF OPERATIONS, BASIS O21
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 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 | |||
Net loss | $ (718,885) | $ (25,790) | $ (778,990) | $ (34,935) | ||
Accumulated deficit | (897,456) | (897,456) | $ (118,466) | |||
Net cash used in operating activities | 26,848 | $ (32,169) | ||||
Working capital deficit | $ 221,377 | $ 221,377 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |||
Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Cash balance | $ 46,992 | |||
Useful life of computer software | 3 years | |||
Prepaid expense | $ 4,600 | |||
Number of vested shares | 450,000 |
PREPAID EXPENSE (Details Narrat
PREPAID EXPENSE (Details Narrative) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid expense | $ 4,600 | |
Expense related to legal fees | 4,000 | |
Stock transfer agent fees | $ 600 |
COMPUTER SOFTWARE COSTS (Detail
COMPUTER SOFTWARE COSTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Balance at beginning | ||||
Additions | 41,850 | |||
Amortization | $ (3,488) | (7,582) | ||
Balance at end | $ 34,268 | $ 34,268 |
COMPUTER SOFTWARE COSTS (Deta26
COMPUTER SOFTWARE COSTS (Details 1) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 3,488 | |
2,019 | 13,950 | |
2,020 | 13,950 | |
2,021 | 2,880 | |
Total | $ 34,268 |
COMPUTER SOFTWARE COSTS (Deta27
COMPUTER SOFTWARE COSTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Useful life of computer software | 3 years | |||
Amortization of computer software costs | $ 3,488 | $ 7,582 |
ACCOUNTS PAYABLE (Details Narra
ACCOUNTS PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 11,627 | ||
Accounts payable consist legal and consulting fees payable | $ 11,627 |
PAYABLE TO AFFILIATES (Details)
PAYABLE TO AFFILIATES (Details) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Payable To Affiliates | ||
Payable to affiliate | $ 98,837 | $ 78,067 |
Total | $ 98,837 | $ 78,067 |
PAYABLE TO AFFILIATES (Details
PAYABLE TO AFFILIATES (Details Narrative) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Payable To Affiliates | ||
Advance from director | $ 500 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | May 30, 2018shares | Dec. 28, 2017USD ($) | Dec. 21, 2017USD ($) | Dec. 11, 2017Number | Nov. 20, 2017Number | Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Advance from director | $ 500 | $ 500 | $ 0 | |||||
Number of naturopathic learning management system sold | Number | 20 | 10 | ||||||
Proceeds from naturopathic learning management system sold | $ 50,000 | $ 29,000 | ||||||
Deferred revenue from related parties | 63,924 | 63,924 | ||||||
Number of shares granted | shares | 526,295 | |||||||
Director [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Revenue from related parties | 2,417 | 5,886 | ||||||
Deferred revenue from related parties | 23,114 | 23,114 | ||||||
Chief Executive Officer [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Revenue from related parties | 4,167 | 9,190 | ||||||
Deferred revenue from related parties | $ 40,810 | $ 40,810 |
STOCKHOLDERS' DEFICIT (Details
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 | ||||
Consulting Agreements [Member] | Two Contractors [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 | |||||
Consulting Agreements [Member] | Business Advisory Services [Member] | ||||||
Value of shares issued | $ 50,000 | |||||
Number of shares issued, value | 85,000 | |||||
Share Exchange Agreement [Member] | Shareholders [Member] | ||||||
Value of shares issued | 105,000 | |||||
Purchase price (in dollars per share) | $ 50 | |||||
Cash proceeds from issuance of shares | $ 210 | $ 40,464 | ||||
Value of shares issued during the period | 10,050,000 | |||||
Common stock subscriptions, value | $ 10,050 |
STOCKHOLDERS' DEFICIT (Detail33
STOCKHOLDERS' DEFICIT (Details Narrative 1) - USD ($) | 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 | 526,295 | ||||
Risk free discount rate | 2.79% | ||||
Volatility | 106.00% | ||||
Dividend yield | 0.00% | ||||
Stock based compensation | $ 526,295 | $ 526,295 | |||
Employees and Directors [Member] | |||||
Expected Term | 2 years 6 months | ||||
Non-employees [Member] | |||||
Expected Term | 5 years | ||||
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 |
EQUITY FINANCING AGREEMENT AN34
EQUITY FINANCING AGREEMENT AND NOTE PAYABLE (Details) - USD ($) | Jun. 30, 2018 | Sep. 30, 2017 |
Total | $ 40,000 | |
Current portion | 40,000 | |
GHS Investments, Inc [Member] | ||
Total | $ 40,000 |
EQUITY FINANCING AGREEMENT AN35
EQUITY FINANCING AGREEMENT AND NOTE PAYABLE (Details Narrative) - GHS Investments, Inc [Member] - Equity Financing Agreement and Registration Rights Agreement [Member] - USD ($) | Jun. 05, 2018 | Jun. 30, 2018 |
No of shares issued | 20,000,000 | |
Promissory note principal amount | $ 40,000 | |
Interest rate | 8.00% | |
Interest rate repaid | May 23, 2019 | |
Accrued interest expense | $ 219 |