Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | NATURAL HEALTH FARM HOLDINGS INC | |
Entity Central Index Key | 0001621697 | |
Document Type | 10-Q/A | |
Amendment Description | Explanatory Note The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Natural Health Farm Holdings Inc. for the period ended March 31, 2018, originally filed with the Securities and Exchange Commission on May 14, 2018 (the “Form 10-Q”), is to restate its previously reported consolidated financial statements as at March 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. This restatement has presented the periodic consolidated earnings of the company as a group. The following sections in the Original Filing are revised in this Form 10-Q/A, solely as a result of, and to reflect, the restatement: Part I - Item 1 - Financial Statements Part I - Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II - Item 6 – Exhibits Subsequent to the filing of this Quarterly Report on Form 10-Q/A we expect to file the amended Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2018 and the Annual Report on Form 10-K for the year ended September 30, 2018 and the quarterly periods ended December 31, 2018 and March 31, 2019. These reports will include restatement of the consolidated financial statements (and related disclosures) for the periods described therein, as set forth in those reports. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q. | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --09-30 | |
Entity Reporting Status Current | Yes | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity File Number | 000-1621697 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 151,150,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2018 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 464,216 | |
Account receivables | 392,255 | |
Total Current Assets | 856,471 | |
Plant & equipment, net | 183,086 | |
Total Assets | 1,039,557 | 0 |
Current Liabilities | ||
Account payables | 77,790 | 0 |
Accrued expense | 4,000 | 2,070 |
Other payables - related parties | 311,338 | 78,067 |
Deferred revenue - related parties | 70,508 | |
Deferred revenue - non-related parties | 59,027 | |
Advance from director | 11,813 | |
Total Current Liabilities | 534,476 | 80,137 |
Deferred tax liabilities | 7,302 | |
Total Liabilities | 541,778 | 80,137 |
Stockholders' Equity | ||
Common Stock, $0.001 par value, 500,000,000 shares authorized, 151,150,000 shares and 150,150,000 shares issued and outstanding at March 31, 2018 and September 30, 2017, respectively | 151,150 | 150,150 |
Additional Paid in Capital | 460,016 | (111,821) |
Accumulated Deficit | (148,348) | (118,466) |
Foreign currency translation reserve | 34,961 | |
Total Stockholders' Equity | 497,779 | (80,137) |
Total Liabilities and Stockholders' Equity | $ 1,039,557 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 | Nov. 30, 2016 |
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 | 500,000,000 |
Common stock, issued | 151,150,000 | 150,150,000 | |
Common stock, outstanding | 151,150,000 | 150,150,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenues - related parties | $ 213,659 | $ 215,658 | ||
Revenues - third parties | 4,865 | 4,865 | ||
Total Revenues | 218,524 | 220,523 | ||
Cost of Goods Sold | (120,494) | (121,100) | ||
Gross Profit | 98,030 | 99,423 | ||
Operating Expenses: | ||||
Consulting fees | (20,050) | (4,905) | (35,614) | (9,145) |
Legal and filing fees | (20,810) | (23,715) | ||
Other general and administrative | (70,582) | (70,582) | ||
Total Operating Expenses | (111,442) | (4,905) | (129,911) | (9,145) |
Loss from Operations | (13,412) | (4,905) | (30,488) | (9,145) |
Other Income | 606 | 606 | ||
Loss Before Provision For Income Tax | (12,806) | (4,905) | (29,882) | (9,145) |
Provision for Income Tax | ||||
Net Loss | $ (12,806) | $ (4,905) | $ (29,882) | $ (9,145) |
Basic and Dilutive Net Loss Per Share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 151,150,000 | 150,150,000 | 150,151,000 | 150,150,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (29,882) | $ (9,145) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||
Amortization of computer software costs | 4,094 | |
Changes in operating assets and liabilities | ||
Account receivables | (237,721) | (4,286) |
Account payables | 488,283 | |
Cash advance from director | 11,813 | 4,905 |
Net Cash Flows Provided by (Used in) Operating Activities | 236,587 | (8,526) |
Cash Flows from Investing Activities | ||
Purchase of plant & equipment | (49,551) | |
Cash inflows from merger and acquisition, net | 277,180 | |
Net Cash Flows Provided by Investing Activities | 227,629 | |
Cash Flows from Financing Activities | ||
Payable to affiliate | 8,526 | |
Net Cash Flows Provided by Financing Activities | 8,526 | |
Net Increase in Cash and Cash Equivalents | 464,216 | |
Cash and Cash Equivalents, Beginning of the Period | ||
Cash and Cash Equivalents, End of the Period | 464,216 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for Income Taxes | ||
Cash paid for Interest | ||
Supplemental disclosures of non-cash investing and financing activities: | ||
Forgiveness of debt by a former director | $ 9,247 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN | NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN Natural Health Farm Holdings Inc. (the “Company”, “We”, “Its”, and “NHEL”) was incorporated under the laws of the State of Nevada on July 10, 2014 (Inception date). The Company has developed web-based business and launched itself into the healthcare industry. The Company has plans to provide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The company has positioned itself to be a fully integrated nutraceutical biotechnology company offering products and related services through healthcare practitioners and direct-to-consumers. The company now owns a research & development laboratory in Malaysia, franchisee management services company and an Australia manufacturing facility producing practitioner only naturopathic and homeopathic medicines. On November 30, 2016, the Company filed a certificate of amendment to its articles of incorporation with the Nevada Secretary of State to change its name from Amber Group Inc. to Natural Health Farm Holdings Inc. and effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million). This amendment was unanimously approved by the Company’s board of directors on November 29, 2016, and with the stockholders holding a majority of the Company’s voting power. On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the Company’s authorized shares of common stock to 500,000,000 shares, and approved 30:1 forward stock split effective March 17, 2017. The new trading symbol for our common stock is “NHEL”. On January 31, 2018, the company acquired the total outstanding share of NHF International Limited at at USD$1. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd become wholly subsidiaries of the Group. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing. The corporate structure is depicted below: Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at March 31, 2018, and the results of operations for three months and six months ended March 31, 2018, and cash flows for the six months ended March 31, 2018 and 2017. The balance sheet as of September 30, 2017 is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim condensed consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s September 30, 2017 Annual Report filed with the Securities and Exchange Commission on Form 10-K on December 28, 2017. Basis of Consolidation The condensed consolidated financial statements include the accounts of Natural Health Farm Holdings Inc. and all controlled subsidiaries. All intercompany transactions and balances have been eliminated. The condensed consolidated financial statements as of March 31, 2018 and for the period ended March 31, 2018, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company's condensed consolidated financial position, results of operations, statements of comprehensive income, and statements of stockholders' equity and cash flows for all periods presented. Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company recorded a net loss of $12,806 from October 1, 2017 to March 31, 2018 and has an accumulated deficit of $148,348 as of March 31, 2018. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had a cash balance of $464,216 at March 31, 2018 and $0 at September 30, 2017, respectively. Equipment Costs Equipment costs include direct costs incurred for purchase of fixed assets and payments made to independent suppliers. The Company accounts for equipment costs in accordance with the FASB guidance for the costs of equipment to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). As for the equipment costs, they are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis. Revenue Recognition and Concentrations We generate revenue from licensing and other software services from our web-based software to distributors and retailers of nutritional supplements in the healthcare industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. Through our subsidiary, Natural Tech R&D Sdn Bhd, we generate revenue from the sales of health supplement and other health food products, as well as in providing laboratory analytical testing services. As for NHF Management & Business Sdn Bhd, we generate revenue in providing franchisee management and consultation services to client. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at March 31, 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 Company’s financial instruments consist principally of cash, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “ Fair Value Measurements and Disclosures” Financial Instruments” The following table presents assets and liabilities that were measured and recognized at fair value as of March 31, 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 In 2015, the FASB issued ASU No. 2015-17, “ Income Taxes” Balance Sheet Classification of Deferred Taxes |
PLANT & EQUIPMENT
PLANT & EQUIPMENT | 6 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PLANT & EQUIPMENT | NOTE 3 – PLANT & EQUIPMENT The Company purchased web-based naturopathic learning management system computer software, developed by a third party, to educate users with the health-related products for various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. The amount capitalized include direct costs incurred in developing the software purchased from the third party. The following table presents details of our computer software costs as of March 31, 2018 and September 30, 2017: Balance at September 30, 2017 Additions and consolidated through merger of subsidiaries Amortization Balance at March 31, 2018 Equipment, net $ - $ 178,992 $ (4,094 ) $ 183,086 Equipment costs are being amortized on a straight-line basis over their estimated lives. The future amortization expense of equipment costs as of March 31, 2018 are to be recorded in accordance with their estimated useful lives. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Account payables at March 31, 2018 and September 30, 2017 totaled $77,790 and $0, respectively. While the accrued expenses as of March 31, 2018 and September 30, 2017 totaled $4,000 and $2,070, respectively. |
PAYABLE TO RELATED PARTIES
PAYABLE TO RELATED PARTIES | 6 Months Ended |
Mar. 31, 2018 | |
Payable To Related Parties | |
PAYABLE TO RELATED PARTIES | NOTE 5 – PAYABLE TO RELATED PARTIES The Company has received an advance of $11,813 and $4,905 from a director for its working capital needs as of March 31, 2018 and September 30, 2017, respectively (see NOTE 6). The Company has received advances from an affiliate for its working capital needs from an entity in which its Chief Executive Officer is also a director in such entity (NOTE 6). The advance received is non-interest bearing, unsecured and payable on demand is summarized as follows. Balance March 31, 2018 Balance September 30, (Unaudited) Other payables – related parties $ 311,338 $ 78,067 Total $ 311,338 $ 78,067 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS The Company received an advance of $11,813 and $4,905 from a director for its working capital needs as of March 31, 2018 and September 30, 2017, respectively. Funds advanced to the Company by the director are non-interest bearing, unsecured and due on demand (NOTE 5). The Company has received advances for its working capital needs from an affiliate in which the Company’s Chief Executive Officer holds the position of director in such entity (see NOTE 5). As for the sales to related parties, the amounts are disclosed on Condensed Consolidated Statements Of Operations (Page 2). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Litigation Costs and Contingencies From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT The Company’s capitalization at March 31, 2018 was 500,000,000 authorized common shares with a par value of $0.001 per share. Common Stock On November 30, 2016, the Company increased the authorized share capital from 75,000,000 shares of common stock to 500,000,000 shares of common stock. In addition, the Company effectuated a 30:1 forward stock split of the common stock on such date. On February 1, 2018, the Company entered into consulting agreements with two contractors for providing business advisory and consulting services. The Company issued 1,000,000 shares of common stock valued at $20,000 as the fair market value of the stock. On March 1, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) with its shareholders whereby, the shareholders agreed to exchange, sell, convey, transfer and assign to the Company their shareholdings, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description plus pay to the Company an aggregate purchase price of $50 (the “Purchase Price”), and the Company agreed to accept from its shareholders the old shares plus the Purchase Price in exchange for the transfer of old shares the new shares. As of March 31, 2018, the Company received cash proceeds of $35,537 from its shareholders to exchange the old shares for new shares, and recorded it as contributed capital in the accompanying financial statements. As a result of all common stock issuances, the Company had 151,150,000 shares and 150,150,000 shares of common stock issued and outstanding as of March 31, 2018 and September 30, 2017, respectively. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Mar. 31, 2018 | |
Related Parties | |
RELATED PARTIES | NOTE 9 – RELATED PARTIES Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
RESTATEMENT
RESTATEMENT | 6 Months Ended |
Mar. 31, 2018 | |
Restatement of Prior Year Income [Abstract] | |
RESTATEMENT | NOTE 10 – RESTATEMENT On January 31, 2018, the company acquired the total outstanding share of NHF International Limited, an investment holding company, at nominal value. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd, in turn, became wholly-owned subsidiaries of the Company. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing. The following balances and amounts in the initial financial statements announced on 11 May 2018 were inadvertently reported on the condensed consolidated balance sheets and condensed consolidated statements of operations. The effects of correction of errors are disclosed as below: Condensed Consolidated Balance Sheets As previously reported Adjustments arising from As restated $ $ $ Current assets 117,038 739,433 856,471 Non-current assets 37,756 145,330 183,086 Total assets 154,794 884,763 1,039,557 Current liabilities 239,499 294,977 534,476 Non-current liabilities - 7,302 7,302 Total liabilities 239,499 302,279 541,778 Share Capital 151,150 - 151,150 Reserves (235,855 ) 582,484 346,629 Total equity (84,705 ) 582,484 497,779 Condensed Consolidated Statement of Operations For the Six Months Ended March 31, 2018 As previously reported Adjustments arising from merger of subsidiaries As restated $ $ $ Revenues – related parties 8,492 207,166 215,658 Revenues – third parties 2,973 1,892 4,865 Total revenues 11,465 209,058 220,523 Cost of Goods Sold (4,094 ) (117,006 ) (121,100 ) Gross Profit 7,371 92,052 99,423 Total Operating Expenses (67,476 ) (62,435 ) (129,911 ) Loss From Operations (60,105 ) 29,617 (30,488 ) Other Income - 606 606 Loss Before Tax (60,105 ) 30,223 (29,882 ) Tax expense - - - Net Loss (60,105 ) 30,223 (29,882 ) The above restatements do not have any significant impact to the basic and dilutive net loss per share as compared to initial announcement on 11 May 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On December 3, 2018, the Company agreed to purchase 51% of the issued and outstanding capital stock of Prema Life Pty Ltd and 60% of the issued and outstanding capital stock of GGLG Properties Pty Ltd, collectively in exchange for 304,500 shares of the Company’s common stock. On December 28, 2018, the parties mutually agreed to extend the closing date of the purchase transaction on January 1, 2019. The Company issued 304,500 shares of its common stock on December 3, 2018 in good faith for consummating the purchase. These newly acquired entities were consolidated for period ended 31 March 2019. Management has evaluated subsequent events through June 30, 2019, the date the financial statements were available to be issued, noting no items that would impact the accounting for events or transactions in the current period or require additional disclosure. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 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 $464,216 at March 31, 2018 and $0 at September 30, 2017, respectively. |
Equipment Costs | Equipment Costs Equipment costs include direct costs incurred for purchase of fixed assets and payments made to independent suppliers. The Company accounts for equipment costs in accordance with the FASB guidance for the costs of equipment to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). As for the equipment costs, they are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis. |
Revenue Recognition and Concentrations | Revenue Recognition and Concentrations We generate revenue from licensing and other software services from our web-based software to distributors and retailers of nutritional supplements in the healthcare industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. Through our subsidiary, Natural Tech R&D Sdn Bhd, we generate revenue from the sales of health supplement and other health food products, as well as in providing laboratory analytical testing services. As for NHF Management & Business Sdn Bhd, we generate revenue in providing franchisee management and consultation services to client. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at March 31, 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 Company’s financial instruments consist principally of cash, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “ Fair Value Measurements and Disclosures” Financial Instruments” The following table presents assets and liabilities that were measured and recognized at fair value as of March 31, 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 ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Mar. 31, 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 March 31, 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 $ - $ - $ - |
PLANT & EQUIPMENT (Tables)
PLANT & EQUIPMENT (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of plant and equipment | The following table presents details of our computer software costs as of March 31, 2018 and September 30, 2017: Balance at September 30, 2017 Additions and consolidated through merger of subsidiaries Amortization Balance at March 31, 2018 Equipment, net $ - $ 178,992 $ (4,094 ) $ 183,086 |
PAYABLE TO RELATED PARTIES (Tab
PAYABLE TO RELATED PARTIES (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Payable To Related Parties | |
Schedule of payable to related parties | The advance received is non-interest bearing, unsecured and payable on demand is summarized as follows. Balance March 31, 2018 Balance September 30, (Unaudited) Other payables – related parties $ 311,338 $ 78,067 Total $ 311,338 $ 78,067 |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Restatement | |
Schedule of condensed balance sheet | The effects of correction of errors are disclosed as below: Condensed Consolidated Balance Sheets As previously reported Adjustments arising from As restated $ $ $ Current assets 117,038 739,433 856,471 Non-current assets 37,756 145,330 183,086 Total assets 154,794 884,763 1,039,557 Current liabilities 239,499 294,977 534,476 Non-current liabilities - 7,302 7,302 Total liabilities 239,499 302,279 541,778 Share Capital 151,150 - 151,150 Reserves (235,855 ) 582,484 346,629 Total equity (84,705 ) 582,484 497,779 |
Schedule of condensed consolidated statement of operations | Condensed Consolidated Statement of Operations For the Six Months Ended March 31, 2018 As previously reported Adjustments arising from merger of subsidiaries As restated $ $ $ Revenues – related parties 8,492 207,166 215,658 Revenues – third parties 2,973 1,892 4,865 Total revenues 11,465 209,058 220,523 Cost of Goods Sold (4,094 ) (117,006 ) (121,100 ) Gross Profit 7,371 92,052 99,423 Total Operating Expenses (67,476 ) (62,435 ) (129,911 ) Loss From Operations (60,105 ) 29,617 (30,488 ) Other Income - 606 606 Loss Before Tax (60,105 ) 30,223 (29,882 ) Tax expense - - - Net Loss (60,105 ) 30,223 (29,882 ) |
NATURE OF OPERATIONS, BASIS O_2
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 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 | 500,000,000 | ||
Net loss | $ (12,806) | $ (4,905) | $ (29,882) | $ (9,145) | ||
Accumulated deficit | $ (148,348) | (148,348) | $ (118,466) | |||
Net cash used in operating activities | 236,587 | $ (8,526) | ||||
Merger reserves | $ 517,300 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |||
Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Cash balance | $ 464,216 | |||
Useful life of computer software | 36 months |
PLANT & EQUIPMENT (Details)
PLANT & EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at beginning | ||
Additions and consolidated through merger of subsidiaries | 178,992 | |
Amortization | (4,094) | |
Balance at end | $ 183,086 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Payables and Accruals [Abstract] | ||
Account payables | $ 77,790 | $ 0 |
Accrued expenses | $ 4,000 | $ 2,070 |
PAYABLE TO RELATED PARTIES (Det
PAYABLE TO RELATED PARTIES (Details) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Related Party Transactions [Abstract] | ||
Other payables - related parties | $ 311,338 | $ 78,067 |
Total | $ 311,338 | $ 78,067 |
PAYABLE TO RELATED PARTIES (D_2
PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Payable To Related Parties | ||
Advance from director | $ 11,813 | $ 4,905 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Related Party Transactions [Abstract] | ||
Advance from director | $ 11,813 | $ 4,905 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Feb. 01, 2018 | Nov. 30, 2016 | Mar. 31, 2018 | Mar. 01, 2018 | Sep. 30, 2017 |
Previously common stock, authorized | 75,000,000 | ||||
Revised common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Description of forward stock split | 30:1 forward stock split | ||||
Common stock, issued | 151,150,000 | 150,150,000 | |||
Common stock, outstanding | 151,150,000 | 150,150,000 | |||
Consulting Agreements [Member] | Two Contractors [Member] | |||||
Value of shares issued for consulting services | $ 20,000 | ||||
Number of shares issued for consulting services | 1,000,000 | ||||
Share Exchange Agreement [Member] | Shareholders [Member] | |||||
Contributed capital | $ 35,537 | ||||
Purchase price (in dollars per share) | $ 50 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
Current assets | $ 856,471 | |
Non-current assets | 183,086 | |
Total Assets | 1,039,557 | 0 |
Current liabilities | 534,476 | 80,137 |
Non-current liabilities | 7,302 | |
Total Liabilities | 541,778 | 80,137 |
Share Capital | 151,150 | 150,150 |
Reserves | 34,961 | |
Total equity | 497,779 | $ (80,137) |
Previously Reported [Member] | ||
Current assets | 117,038 | |
Non-current assets | 37,756 | |
Total Assets | 154,794 | |
Current liabilities | 239,499 | |
Non-current liabilities | ||
Total Liabilities | 239,499 | |
Share Capital | 151,150 | |
Reserves | (235,855) | |
Total equity | (84,705) | |
Restatement Adjustment [Member] | ||
Current assets | 739,433 | |
Non-current assets | 145,330 | |
Total Assets | 884,763 | |
Current liabilities | 294,977 | |
Non-current liabilities | 7,302 | |
Total Liabilities | 302,279 | |
Share Capital | ||
Reserves | 582,484 | |
Total equity | $ 582,484 |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues - related parties | $ 213,659 | $ 215,658 | ||
Revenues - third parties | 4,865 | 4,865 | ||
Total revenues | 218,524 | 220,523 | ||
Cost of Goods Sold | (120,494) | (121,100) | ||
Gross Profit | 98,030 | 99,423 | ||
Total Operating Expenses | 111,442 | 4,905 | 129,911 | 9,145 |
Loss from Operations | (13,412) | (4,905) | (30,488) | (9,145) |
Other Income | 606 | 606 | ||
Loss Before Tax | (12,806) | (4,905) | (29,882) | (9,145) |
Tax expense | ||||
Net Loss | $ (12,806) | $ (4,905) | (29,882) | $ (9,145) |
Previously Reported [Member] | ||||
Revenues - related parties | 8,492 | |||
Revenues - third parties | 2,973 | |||
Total revenues | 11,465 | |||
Cost of Goods Sold | (4,094) | |||
Gross Profit | 7,371 | |||
Total Operating Expenses | (67,476) | |||
Loss from Operations | (60,105) | |||
Other Income | ||||
Loss Before Tax | (60,105) | |||
Tax expense | ||||
Net Loss | (60,105) | |||
Restatement Adjustment [Member] | ||||
Revenues - related parties | 207,166 | |||
Revenues - third parties | 1,892 | |||
Total revenues | 209,058 | |||
Cost of Goods Sold | (117,006) | |||
Gross Profit | 92,052 | |||
Total Operating Expenses | (62,435) | |||
Loss from Operations | 29,617 | |||
Other Income | 606 | |||
Loss Before Tax | 30,223 | |||
Tax expense | ||||
Net Loss | $ 30,223 |
RESTATEMENT (Details Narrative)
RESTATEMENT (Details Narrative) | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Restatement of Prior Year Income [Abstract] | |
Merger reserves | $ 517,300 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Dec. 03, 2018shares |
Common stock shares | 304,500 |
Prema Life Pty Ltd [Member] | |
Percentage of voting interest | 51.00% |
GGLG Properties Pty Ltd [Member] | |
Percentage of voting interest | 60.00% |