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EX-32.1 - EXHIBIT 32.1 - NATURAL HEALTH FARM HOLDINGS INCex32_1.htm
EX-31.2 - EXHIBIT 31.2 - NATURAL HEALTH FARM HOLDINGS INCex31_2.htm
EX-31.1 - EXHIBIT 31.1 - NATURAL HEALTH FARM HOLDINGS INCex31_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.000-1621697

Natural Health Farm Holdings Inc.
(Formerly known as Amber Group Inc.)
(Exact name of registrant as specified in its charter)

NEVADA
98-1032170
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

1980 Festival Plaza Drive Suite 530
Las Vegas, Nevada 89135
(702)-430-6931
(Address and telephone number of principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth company ☒

   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
   


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes☐ No ☒

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date:

Class
Outstanding as of June 30, 2017
Common Stock: $0.001
150,150,000
 

 
1

 
NATURAL HEALTH FARM HOLDINGS INC.
(FORMERLY KNOWN AS AMBER GROUP INC.)

TABLE OF CONTENTS


PART 1 FINANCIAL INFORMATION


Item 1.
Financial Statements (Unaudited)
 
 
Balance Sheets
3
 
Statements of Operations
4
 
Statements of Cash Flows
5
 
Notes to Financial Statements
6
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
10
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
11
     
Item 4.
Controls and Procedures
11
     
PART II. OTHER INFORMATION  
     
Item 1.
Legal Proceedings
12
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
12
     
Item 3.
Defaults Upon Senior Securities
12
     
Item 4.
Mine Safety Disclosures
12
     
Item 5.
Other Information
12
     
Item 6.
Exhibits
12
 
2

 
PART 1 FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATURAL HEALTH FARM HOLDINGS INC.
(FORMERLY KNOWN AS AMBER GROUP INC.)

Condensed Balance Sheets
as of June 30, 2017 (unaudited) and September 30, 2016

   
June 30,
2017
   
September 30,
2016
 
ASSETS
           
             
Current Assets
           
Prepaid Expenses
 
$
-
   
$
696
 
Total Current Assets
   
-
     
696
 
                 
Total Assets
 
$
-
   
$
696
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities
               
Current Liabilities
               
Other payables
 
$
2,070
   
$
-
 
Amount due to shareholders
   
23,643
     
-
 
Loan from director
   
4,982
     
5,703
 
                 
Total Liabilities
   
30,695
     
5,703
 
                 
Stockholders' Equity
               
Common stock, par value $ 0.000033; 500,000,000 shares authorized,
               
150,150,000 shares issued and outstanding;
   
5,005
     
5,005
 
Additional paid in capital
   
28,342
     
19,095
 
Deficit accumulated during the development stage
   
(64,042
)
   
(29,107
)
Total Stockholders' Equity (Deficit)
   
(30,695
)
   
(5,007
)
                 
Total Liabilities and Stockholders' Equity
 
$
-
   
$
696
 

See accompanying notes to condensed unaudited financial statements.
 
3

 
NATURAL HEALTH FARM HOLDINGS INC.
(FORMERLY KNOWN AS AMBER GROUP INC.)

Condensed Statements of Operations
for the periods three and nine months ending June 30, 2017 and 2016 (unaudited)


   
For the three months ended
   
For the nine months ended
 
   
June 30,
   
June 30,
 
   
2017
   
2016
   
2017
   
2016
 
                         
REVENUES
 
$
-
   
$
1,000
   
$
-
   
$
1,000
 
                                 
OPERATING EXPENSES
                               
Professional Fees
   
25,790
     
10,169
     
34,935
     
18,596
 
Bank Service Charges
   
-
     
469
     
-
     
1,245
 
General and Administrative Expenses
   
-
     
40
     
-
     
40
 
TOTAL OPERATING EXPENSES
   
25,790
     
10,678
     
34,935
     
19,881
 
                                 
NET LOSS FROM OPERATIONS
   
(25,790
)
   
(9,678
)
   
(34,935
)
   
(18,881
)
                                 
PROVISION FOR INCOME TAXES
   
-
     
-
     
-
     
-
 
                                 
NET LOSS
 
$
(25,790
)
 
$
(9,678
)
 
$
(34,935
)
 
$
(18,881
)
                                 
NET LOSS PER SHARE: BASIC AND
DILUTED
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING: BASIC AND
DILUTED
   
150,150,000
     
5,005,000
     
150,150,000
     
4,828,633
 

See accompanying notes to condensed unaudited financial statements.
 
4

 
NATURAL HEALTH FARM HOLDINGS INC.
(FORMERLY KNOWN AS AMBER GROUP INC.)

Condensed Statement of Cash Flows
for the period nine months ending June 30, 2017 and 2016 (unaudited)


   
For the nine months ended
 
   
June 30,
 
   
2017
   
2016
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
 
$
(34,935
)
 
$
(18,881
)
Changes in assets and liabilities:
               
Decrease in prepaid expenses
   
696
     
-
 
Increase in accrual and other payables
   
2,070
     
692
 
CASH FLOWS USED IN OPERATING ACTIVITIES
   
(32,169
)
   
(18,189
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from sale of common stock
   
-
     
1,005
 
Increase in loan from existing director
   
8,526
     
-
 
Increase in amount due to shareholders
   
23,643
     
-
 
Increase in additional paid in capital
   
9,247
     
19,095
 
Forgiveness of debt from former director
   
(9,247
)
   
-
 
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   
32,169
     
20,100
 
                 
NET INCREASE IN CASH
   
-
     
1,911
 
Cash, beginning of period
   
-
     
427
 
Cash, end of period
 
$
-
   
$
2,338
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Interest paid
 
$
-
   
$
-
 
                 
Income taxes paid
 
$
-
   
$
-
 

Major non-cash transaction:
The former director forgave his debts amounted to $9,247 and thus the balance due to director was transferred to additional paid in capital during the nine months period ended June 30, 2017.

See accompanying notes to condensed unaudited financial statements.
 
5

 
NATURAL HEALTH FARM HOLDINGS INC.
(FORMERLY KNOWN AS AMBER GROUP INC.)

Notes to the Condensed Financial Statements
June 30, 2017 (unaudited)


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Natural Health Farm Holdings Inc. (formerly known as Amber Group Inc.) was incorporated under the laws of the State of Nevada on July 10, 2014. Our address is 1980 Festival Plaza Drive Suite 530 Las Vegas, Nevada 89135.  We are a development stage company that is in the business of offering local guided tours via our web platform.

On November 29, 2016, Mr. Tee Chuen Meng was appointed as President and Chief Executive Officer, Secretary and Treasurer of our company. On November 29, 2016, Vadims Furss resigned as President, Chief Executive Officer, Secretary and Treasurer of our company.

On November 30, 2016, we filed a certificate of amendment to our articles of incorporation with the Nevada Secretary of State to change our name to “Natural Health Farm Holdings Inc.” and affect a 30:1 forward stock split of our common stock and increase our Authorized Share Capital to 500,000,000 (Five Hundred Million).   This amendment was unanimously approved by our board of directors on November 29, 2016, Stockholders holding a majority of our voting power took action by written consent approving an amendment to our articles of incorporation to change the name of the company to a name to be determined by the board of directors and 30:1 forward stock split and increase our Authorized to 500,000,000  in its sole discretion, and authorized the Board of Directors to file the Amendment upon a determination and resolution of the Board of Directors of such new corporate name and 30;1 forward stock split.

On March 16, 2017. FINRA has approved the corporate name change to “Natural Health Farm Holdings Inc,” an increase in our authorized shares of common stock to 500,000,000 shares and a 30:1 forward stock split effective March 17, 2017.  The new trading symbol for our common stock is “NHEL”.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.  Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

Interim Financial Statements
The interim financial statements are condensed and should be read in conjunction with the company's latest annual financial statements and it is management's opinion that all adjustments necessary for a fair presentation for the interim periods have been made, and that all adjustments are of a normal recurring nature that there were no adjustments other than normal recurring adjustments.

The results for the three months ended June 30, 2017 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended September 30, 2016, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2017 and for the related periods presented.
 
6


Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company had no revenues as of June 30, 2017.  The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a September 30 fiscal year end.

Fair Value of Financial Instruments
The Company’s financial instruments consist of amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. The Company had no revenues as of June 30, 2017.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2017.
 
7


Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.


Recent Accounting Pronouncements
In September 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”.  The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively.  The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements for the Company.

NOTE 3 – LOANS FROM DIRECTOR AND SHAREHOLDERS

The loan from the former director as of September 30, 2016 was $5,703. $3,544 was subsequently loaned and the entire balance of the former shareholder of $9,247 was forgiven as of December 31, 2016.

As of June 30, 2017, a director and shareholders loaned $4,982 and $23,643 respectively for Company’s business expenses. The loans are unsecured, non-interest bearing and due on demand.

NOTE 4 – COMMON STOCK

On September 29, 2014, the Company issued 120,000,000 shares of common stock for cash proceeds of $4,000 at $0.000033 per share.

As of December 31, 2015, the Company issued 20,475,000 shares of common stock for cash proceeds of $13,650 at $0.00066 per share.

As of June 30, 2016, the Company issued 9,675,000 shares of common stock for cash proceeds of 6,450 at $0.00066 per share.

On November 30, 2016, the Company affect a 30:1 forward stock split of the common stock and increase the Authorized Share Capital to from 75,000,000 to 500,000,000.

There were 150,150,000 shares of common stock issued and outstanding as of June 30, 2017.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 6 - PREPAID EXPENSES

As of June 30 2017, the Company has no prepaid expenses. The Company has prepaid their expenses to the auditor in the amount of $696 as of September 30, 2016.

NOTE 7 – OTHER PAYABLES

As of June 30, 2017 the Company has professional fee payable to the lawyer in amount of $2,070.
 
8

 
NOTE 8 – INCOME TAXES

As of June 30, 2017, the Company had net operating loss carry forwards of approximately $64,042 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

   
September 30,
2016
   
June 30,
2017
 
Federal income tax benefit attributable to:
           
Current Operations
 
$
6,867
   
$
11,878
 
Less: valuation allowance
   
(6,867
)
   
(11,878
)
Net provision for Federal income taxes
 
$
-
   
$
-
 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

   
September 30,
2016
   
June 30,
2017
 
Deferred tax asset attributable to:
           
Net operating loss carryover
 
$
9,896
   
$
21,774
 
Less: valuation allowance
   
(9,896
)
   
(21,774
)
Net deferred tax asset
 
$
-
   
$
-
 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $64,042 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.


NOTE 9 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2017 to the date these financial statements were issued on 8 August 2017, and has determined that it does not have any material subsequent events to disclose in these financial statements.
 
9

 
FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

RESULTS OF OPERATION

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

THREE AND NINE MONTHS PERIODS ENDED JUNE 30, 2017 AND 2016

Our net loss for the three months periods ended June 30, 2017 and 2016 was $25,790 and $9,678. Our net loss for the nine months periods ended June 30, 2017 and 2016 were $34,935 and $18,881. During the three and nine months periods ended June 30, 2017, we have not generated any revenue. During the three and nine months periods ended June 30, 2016, we generated $1,000 in income.

During the three and nine months periods ended June 30, 2017 and 2016, our operating expenses were bank service charge and professional fees. The weighted average number of shares outstanding were 150,150,000 and 5,005,000 for the three months ended June 30, 2017 and 2016 and 150,150,000 and 4,828,633 for the nine months ended June 30, 2017 and 2016.

LIQUIDITY AND CAPITAL RESOURCES

NINE MONTHS PERIOD ENDED JUNE 30, 2017

As at June 30, 2017, our total assets were $0 compared to $696 in total assets at September 30, 2016. As at June 30, 2017, total liabilities were $30,695 compared to $5,703 at September 30, 2016. Stockholders' equity (deficit) was $(30,695) as of June 30, 2017 compare to stockholders' equity (deficit) of $(5,007) as of September 30, 2016.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the nine months period ended June 30, 2017, net cash flows used in operating activities was $(32,169). For the nine months period ended June 30, 2016, net cash flows used in operating activities was $(18,189).
 
10


CASH FLOWS FROM INVESTING ACTIVITIES

For the nine months period ended June 30, 2017 and 2016, we have not generated cash flows from investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine months period ended June 30, 2017, cash flow from financing activities was $32,169 from loans. For the nine months period ended June 30, 2016, cash flow from financing activities was $20,100.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements.  Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' review report accompanying our September 30, 2016 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
11


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

 
12

 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Natural Health Farm Holdings Inc. (formerly known as Amber Group Inc.)
  

Dated: 8 August 2017
By: /s/ Tee Chuen Meng
 
 
Tee Chuen Meng,
President and Chief Executive Officer
and Chief Financial Officer
 
 
 
13