The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2018
(UNAUDITED)
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 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 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 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
June 30, 2018 and for the period ended June 30, 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 total comprehensive loss of $650,679 from October 1, 2017 to June 30, 2018 and
has an accumulated deficit of $766,884 as of June 30, 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.
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 $310,747 at
June 30, 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 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 asset and liability method provide that
deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the
financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax
assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to
reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company follows the provisions of ASC 740-10, “
Accounting
for Uncertain Income Tax Positions
.” When tax returns are filed, it is highly certain that some positions taken would
be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position
taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit
of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management
believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or
litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the
more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely
of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions
taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the
accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities
upon examination.
Earnings (Loss) Per Common Share
The Company computes net earnings (loss) per share in
accordance with ASC 260, “
Earnings per Share”
. ASC 260 requires presentation of both basic and diluted net earnings
per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available
to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible
note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used
in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes
all dilutive potential shares if their effect is anti-dilutive. At June 30, 2018 and September 30, 2017, there were options granted
to certain employees and independent consultants that when vested convert into 450,000 shares of common stock. At June 30, 2018
and September 30, 2017, there were no convertible notes, warrants available for conversion that if exercised, may dilute future
earnings per share.
Fair value of Financial Instruments and Fair Value
Measurements
ASC 820, “
Fair Value Measurements and Disclosures”,
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs
used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be
used to measure fair value:
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”
and ASC 825, “
Financial Instruments”
, the fair value of our cash equivalents is determined
based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes
that the recorded values of all the other financial instruments approximate their current fair values because of their nature and
respective maturity dates or durations.
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
(Topic 326).” The new standard amends guidance
on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective
for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal
years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.
Recent Accounting Pronouncements (continued)
In 2015, the FASB issued ASU No. 2015-17, “
Income
Taxes”
(Topic 740):
Balance Sheet Classification of Deferred Taxes
, which requires all deferred tax assets and
liabilities to be classified as noncurrent in a classified balance sheet. Current US GAAP requires an entity to separate deferred
tax assets and liabilities into current and noncurrent amounts in a classified balance sheet. For public entities, ASU 2015-17
is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those
annual periods. For all other entities, ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2017,
and interim periods within annual periods beginning after December 15, 2018, and may be applied either prospectively or retrospectively,
with early application permitted for financial statements that have not been previously issued. The Company has not yet determined
the effect of the adoption of this standard on the Company’s financial position and results of operations.
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 June 30, 2018 and September 30, 2017:
|
|
Balance at
September 30, 2017
|
|
|
Additions and
consolidated
through merger
of subsidiaries
|
|
|
Amortization
|
|
|
Balance at
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment, net
|
|
$
|
-
|
|
|
$
|
193,240
|
|
|
$
|
(7,582
|
)
|
|
$
|
185,658
|
|
Equipment costs are being amortized on a straight-line
basis over their estimated lives.
The future amortization expense of equipment costs as
of June 30, 2018 are to be recorded in accordance with their estimated useful lives.
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Account payables at June 30, 2018 and September 30, 2017
totaled $103,671 and $0, respectively. While the accrued expenses as of June 30, 2018 and September 30, 2017 totaled $4,219 and
$2,070, respectively.
NOTE 5 – PAYABLE TO RELATED PARTIES
The Company has received an advance of $11,418 and $32,169 from a director
for its working capital needs as of June 30, 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
June 30, 2018
|
|
|
Balance
September 30,
2017
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
Other payables – related parties
|
|
$
|
311,338
|
|
|
$
|
78,067
|
|
Total
|
|
$
|
311,338
|
|
|
$
|
78,067
|
|
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company received an advance of $11,418 and $32,169
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 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).
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.
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.
Contingent liabilities that are probable to arise from
the recent legal related to the company and it’s subsidiary Prema Life Pty Ltd, the details are disclosed on Part II, Item
1. Legal Proceedings.
NOTE 8 – 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 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.
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 as of 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 “2018 Plan) and reserved 10,000,000 shares of the Company’s
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 Company’s 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.
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.
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 14 August 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
merger of subsidiaries
|
|
|
As restated
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Current assets
|
|
|
51,592
|
|
|
|
816,668
|
|
|
|
868,260
|
|
Non-current assets
|
|
|
34,268
|
|
|
|
151,390
|
|
|
|
185,658
|
|
Total assets
|
|
|
85,860
|
|
|
|
968,058
|
|
|
|
1,053,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
272,968
|
|
|
|
315,463
|
|
|
|
588,431
|
|
Non-current liabilities
|
|
|
-
|
|
|
|
6,984
|
|
|
|
6,984
|
|
Total liabilities
|
|
|
272,968
|
|
|
|
322,447
|
|
|
|
595,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Capital
|
|
|
161,405
|
|
|
|
-
|
|
|
|
161,405
|
|
Reserves
|
|
|
(348,513
|
)
|
|
|
645,611
|
|
|
|
297,098
|
|
Total equity
|
|
|
(187,108
|
)
|
|
|
645,611
|
|
|
|
458,503
|
|
Condensed Consolidated Statement of Operations
For the Nine Months Ended June 30, 2018
|
|
As previously reported
|
|
|
Adjustments arising from
merger of subsidiaries
|
|
|
As restated
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Revenues – related parties
|
|
|
15,076
|
|
|
|
465,274
|
|
|
|
480,350
|
|
Revenues – third parties
|
|
|
8,139
|
|
|
|
6,508
|
|
|
|
14,647
|
|
Total revenues
|
|
|
23,215
|
|
|
|
471,782
|
|
|
|
494,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Goods Sold
|
|
|
(7,582
|
)
|
|
|
(235,031
|
)
|
|
|
(242,613
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
15,633
|
|
|
|
236,751
|
|
|
|
252,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
(794,623
|
)
|
|
|
(107,231
|
)
|
|
|
(901,854
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss From Operations
|
|
|
(778,990
|
)
|
|
|
129,520
|
|
|
|
(649,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
-
|
|
|
|
1,052
|
|
|
|
1,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Tax
|
|
|
(778,990
|
)
|
|
|
130,572
|
|
|
|
(648,418
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
(778,990
|
)
|
|
|
130,572
|
|
|
|
(648,418
|
)
|
The above restatements do not have any significant impact
to the basic and dilutive net loss per share as compared to initial announcement on 14 August 2018.
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 since 1
January 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.