☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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NEVADA
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98-1032170
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(State or Other Jurisdiction of
Incorporation of Organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☒
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Emerging growth company
☒
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PART I
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||
Page No.
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||
ITEM 1
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Description of Business
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4 |
ITEM 1A
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Risk Factors
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6 |
ITEM 2
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Description of Property
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6 |
ITEM 3
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Legal Proceedings
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6 |
ITEM 4
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Mine Safety Disclosures
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6 |
PART II
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||
ITEM 5
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Market for Common Equity and Related Stockholder Matters
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6 |
ITEM 6
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Selected Financial Data
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7 |
ITEM 7
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Management's Discussion and Analysis of Financial Condition
and Results of Operations
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7 |
ITEM 7A
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Quantitative and Qualitative Disclosures about Market Risk
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9 |
ITEM 8
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Financial Statements and Supplementary Data
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9
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ITEM 9
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Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
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10 |
ITEM 9A. (T)
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Controls and Procedures
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10 |
PART III
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||
ITEM 10
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Directors, Executive Officers, Promoters and Control Persons
of the Company
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11 |
ITEM 11
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Executive Compensation
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14
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ITEM 12
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Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
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15 |
ITEM 13
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Certain Relationships and Related Transactions
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16 |
ITEM 14
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Principal Accountant Fees and Services
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16 |
PART IV
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ITEM 15
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Exhibits
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16 |
Natural Health Farm Holdings Inc.
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(Formerly known as Amber Group Inc.)
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Balance Sheets
|
Natural Health Farm Holdings Inc.
|
(Formerly known as Amber Group Inc.)
|
Statements of Operations
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For the Year Ended September 30,
|
||||||||
2017
|
2016
|
|||||||
Revenues
|
$
|
-
|
$
|
1,995
|
||||
Cost of Goods Sold
|
-
|
-
|
||||||
Gross Profit
|
-
|
1,995
|
||||||
Operating Expenses:
|
||||||||
Filing fees
|
9,093
|
-
|
||||||
Professional fees
|
63,278
|
20,905
|
||||||
General and Administrative
|
16,988
|
1,287
|
||||||
Total Operating Expenses
|
89,359
|
22,192
|
||||||
Loss from Operations
|
(89,359
|
)
|
(20,197
|
)
|
||||
Other Income (Expenses)
|
-
|
-
|
||||||
Loss Before Income Tax
|
(89,359
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)
|
(20,197
|
)
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||||
Provision for Income Tax
|
-
|
-
|
||||||
Net Loss
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$
|
(89,359
|
)
|
$
|
(20,197
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)
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||
Basic and Dilutive Net Loss Per Share
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$
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(0.00
|
)
|
$
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(0.00
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)
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||
Weighted Average Number of Shares Outstanding - Basic and Diluted
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150,150,000
|
137,760,246
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Common Stock
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Additional
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Accumulated
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||||||||||||||||||
Number **
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Amount
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Paid-in Capital
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Deficit
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Total
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||||||||||||||||
Balance, September 30, 2015
|
120,000,000
|
$
|
120,000
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$
|
(116,000
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)
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$
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(8,910
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)
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$
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(4,910
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)
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||||||||
Shares issued for cash
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30,150,000
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30,150
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(10,050
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)
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-
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20,100
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||||||||||||||
Net Loss
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-
|
-
|
-
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(20,197
|
)
|
(20,197
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)
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|||||||||||||
Balance, September 30, 2016
|
150,150,000
|
$
|
150,150
|
$
|
(126,050
|
)
|
$
|
(29,107
|
)
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$
|
(5,007
|
)
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||||||||
Forgiveness of advance by former directors
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-
|
-
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14,229
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-
|
14,229
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|||||||||||||||
Net loss
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-
|
-
|
-
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(89,359
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)
|
(89,359
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)
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|||||||||||||
Balance, September 30, 2017
|
150,150,000
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$
|
150,150
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$
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(111,821
|
)
|
$
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(118,466
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)
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$
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(80,137
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)
|
Natural Health Farm Holdings Inc.
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(Formerly known as Amber Group Inc.)
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Statements of Cash Flows
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For the Year Ended September 30,
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||||||||
2017
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2016
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Loss
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$
|
(89,359
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)
|
$
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(20,197
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)
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||
Adjustment to reconcile net loss to net cash used in operating activities
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||||||||
Changes in operating assets and liabilities
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||||||||
(Increase) decrease in prepaid expense
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696
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(696
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)
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|||||
Net Cash Used in Operating Activities
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(88,663
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)
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(20,893
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)
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||||
Cash Flows from Investing Activities
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-
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-
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||||||
Cash Flows from Financing Activities
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||||||||
Proceeds from sale of common stock
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-
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20,100
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||||||
Advance from affiliate
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80,137
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-
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||||||
Cash advance from director
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8,526
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366
|
||||||
Net Cash Provided by Financing Activities
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88,663
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20,466
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||||||
Net Increase in Cash and Cash Equivalents
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-
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(427
|
)
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|||||
Cash and Cash Equivalents, Beginning of the Period
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-
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427
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||||||
Cash and Cash Equivalents, End of the Period
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$
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-
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$
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-
|
||||
Supplemental Disclosures of Cash Flow Information:
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||||||||
Cash paid for Income Taxes
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$
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-
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$
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-
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||||
Cash paid for Interest
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$
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-
|
$
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-
|
||||
Supplemental disclosures of non-cash investing and financing activities:
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||||||||
Forgiveness of debt by a former director
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$
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14,229
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$
|
-
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Description
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Level 1
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Level 2
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Level 3
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|||||||||
None
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$
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-
|
$
|
-
|
$
|
-
|
Description
|
Level 1
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Level 2
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Level 3
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|||||||||
None
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$
|
-
|
$
|
-
|
$
|
-
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Balance
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Balance
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|||||
September 30, 2017
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September 30, 2016
|
|||||
Advance from an affiliate
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$
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80,137
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$
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-
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||
Total
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$
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80,137
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$
|
-
|
|
September 30,
2017 |
September 30,
2016
|
|||||
Federal income tax benefit attributable to:
|
|||||||
Current Operations
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$
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30,382
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$
|
6,867
|
|||
Less: valuation allowance
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(30,382
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)
|
(6,867
|
)
|
|||
Net provision for Federal income taxes
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$
|
-
|
$
|
-
|
|
September 30,
2017 |
September 30,
2016
|
|||||
Deferred tax asset attributable to:
|
|||||||
Net operating loss carryover
|
$
|
40,278
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$
|
9,896
|
|||
Less: valuation allowance
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(40,278
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)
|
(9,896
|
)
|
|||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
1. |
We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities.
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2. |
We did not maintain appropriate cash controls - As of September 30, 2017, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited financial transactions.
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3. |
We did not implement appropriate information technology controls - As at September 30, 2017, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company's data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
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Name and Address of Executive
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|||||
Officer and/or Director
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Age
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Position
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Tee Chuen Meng
1980 Festival Plaza Drive Suite 530
Las Vegas, NV 89135
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37
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President, Treasurer and Director
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Dr. Jessie Chung
1980 Festival Plaza Drive Suite 530
Las Vegas, NV 89135
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51
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Chairperson and Director
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Judy Lee
1980 Festival Plaza Drive Suite 530
Las Vegas, NV 89135
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50
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Secretary and Director
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1. |
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
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2. |
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
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3. |
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities; associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
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· |
(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or
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· |
(ii) Engaging in any type of business practice; or
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· |
(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
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4. |
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3 (i) in the preceding paragraph or to be associated with persons engaged in any such activity;
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5. |
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
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6. |
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
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7. |
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
i) |
Any Federal or State securities or commodities law or regulation; or
|
ii) |
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
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iii) |
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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8. |
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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Name and
Principal
Position
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Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity Incentive
Plan Compensation
($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
|||||||||
Vadims Furss,
|
2016
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||
Former
President, Treasurer
|
2017
|
-0-
|
-0-
|
-0-
|
-0- |
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||
Tee Chuen Meng
|
2016
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||
President,
Treasurer
|
2017
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Title of Class
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of
Beneficial Owner
|
Percentage
|
||
Common Stock
|
Tee Chuen Meng
2360 Corporate Circle
Suite 400
Henderson, NV 89074
|
9,615,000 shares Common Stock (direct)
|
6.4%
|
Title of Class
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
|
Percentage
|
||
Common Stock
|
Tee Chuen Meng
1980 Festival Plaza Drive, Suite 530
Las Vegas, NV 89135
|
9,615,000 shares Common Stock (direct)
|
6.4%
|
|||
Jeffrey Chung Sheun Thai
1980 Festival Plaza Drive, Suite 530
Las Vegas, NV 89135
|
105,000,000 share of common stock (direct)
|
69.9%
|
Year Ended
|
||||||||
|
September 30, 2017
|
September 30, 2016
|
||||||
Audit Fees
|
$
|
7,500
|
$
|
8,000
|
||||
Audit Related Fees |
-
|
-
|
||||||
Tax Fees |
1,225
|
1,200
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total
|
$
|
8,725
|
$
|
9,200
|
31.1
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31.2
|
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32
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|
101
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Interactive data files pursuant to Rule 405 of Regulation S-T
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NATURAL HEALTH FARM HOLDINGS INC
|
||
Dated: December 28, 2017
|
By: /s/ Tee Chuen Meng
|
|
|
||
Tee Chuen Meng, President and Chief
|
||
Executive Officer and Chief Financial
|
||
Officer
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
December 28, 2017
|
/s/ Tee Chuen Meng
|
|
Principal Executive Officer
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
December 28, 2017
|
/s/ Tee Chuen Meng
|
|
Principal Financial Officer
|
/s/ Tee Chuen Meng
|
|
Principal Executive Officer and
Principal Financial Officer
|