ABVC BioPharma (ABVC) 10-Q 23 Feb 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2015	Feb. 18, 2016
Document And Entity Information
Entity Registrant Name	American BriVision (Holding) Corp
Entity Central Index Key	1,173,313
Document Type	10-Q
Trading Symbol	ECOC
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		66,422,502
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Sep. 30, 2015
Current assets
Cash	$ 37	$ 3,360
Inventory	274	274
Total Current Assets	311	3,634
Intangible assets, net	64,594	64,594
Total Assets	$ 64,905	68,228
Liabilities and Equity
Accrued expenses		23,150
Note payable		7,000
Related party note payable		9,000
		$ 39,150
Commitments and Contingencies (Note 5)
Metu Brands. Inc. ("MTOO") shareholders' equity
Common Stock 90,000,000 authorized at $0.001 par value; shares issued and outstanding 65,431,144 and 60,011,144 at December 31, 2015 and September 30, 2015	$ 65,431	$ 60,011
Additional paid-in capital	45,583	24,582
Retained earnings	(46,109)	(55,516)
Total equity	64,905	29,078
Total liabilities and equity	$ 64,905	68,228
Convertible Preferred Stock [Member]
Metu Brands. Inc. ("MTOO") shareholders' equity
Preferred Stock 10,000,000 authorized at $.001 par value shares issued and outstanding 0 and 271 at December 31, 2015 and September 30, 2015		$ 1

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Sep. 30, 2015	Sep. 30, 2014
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, authorized	90,000,000	90,000,000	90,000,000
Common stock, issued	65,431,144	60,011,144	11,144
Common stock, outstanding	65,431,144	60,011,144	11,144
Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	271
Preferred stock, outstanding	0	271

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenues
Cost of sales
Gross profit
Operating expenses	$ 3,323	$ 1,030
Net income(loss) from operations	(3,323)	$ (1,030)
Other income(expense)
Cancellation of debt	13,150
Total Other Income (Expense)	13,150	$ 0
Income(loss) from continuing operations before income taxes	$ 9,827	$ (1,030)
Income taxes
Net income(loss)	$ 9,827	$ (1,030)
Basic and Diluted income per share
Basic and diluted income per share (in dollars per share)	$ 0	$ 0
Weighted average number of shares outstanding basic and diluted (in shares)	61,817,811	54,593,032

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net income (loss) from continuing operations	$ 9,827	$ (1,030)
Adjustments to reconcile net loss to net cash used by operating activities:
Increase (decrease) in notes payable	(7,000)
Increase (decrease) in accrued expenses	(6,150)	$ 1,030
Net cash used in operating activities	$ (3,323)
Cash flows from investing activities
Net cash provided(used) by investing activities
Cash flows from financing activities
Net cash provided(used) by financing activities
Net increase(decrease) in cash	$ (3,323)
Cash, beginning of period	3,360
Cash, end of period	$ 37
Supplemental disclosure of cash flow information
Interest paid
Income taxes paid

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 1 — Summary of Significant Accounting Policies Description of the Company. Reclassifications. Basis of Preparation. Principles of Consolidation. Use of Estimates. Revenue Recognition. Loss Per Share. Property and Equipment. Computer equipment 3-10 years Furniture and fixtures 3-7 years Test equipment 5-7 years Signs 7 years Software 3 years Marketing and Promotional Video 3 years Repairs and maintenance costs are charged to operations as incurred. Betterments or renewals are capitalized as incurred. Patents. Long-Lived Assets. Stock-Based Compensation. We account for stock options granted to non-employees under the fair-value method with stock-based compensation expense being charged to earnings on the earlier of the date services are performed or a performance commitment exists. Recent Accounting Pronouncements We have reviewed all Accounting Standards Updates issued by the Financial Accounting Standards Board since we last issued financial statements and have determined none of them would have a material effect on the consolidated financial statements upon adoption.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 2 — Related Party Transactions We have borrowed funds for our operations from certain major stockholders, directors and officers as disclosed below. We have an unsecured demand note payable due of $9,000 to Shulamit Lazar, our sole officer and director for funds advanced the Company through the bankruptcy process. This is unsecured with a zero percent interest rate and is payable on demand. The whole amount was cancelled on December 2, 2015. As part of the bankruptcy sale Shulamit Lazar was awarded all 271 of the convertible preferred shares, which were converted into 5,420,000 shares of common stocks on November 30, 2015. Shulamit Lazar received compensation of 30,000,000 shares valued at $30,000 during the year ended September 30, 2015. The related party notes payable was $0 and $9,000 as of December 31, 2015 and September 30, 2015, respectively.

Notes Payable

Notes Payable	3 Months Ended
	Dec. 31, 2015
Notes Payable [Abstract]
Notes Payable	Note 3 — Notes Payable We have the following notes as of September 30, 2015: Post bankruptcy the Company acquired the assets of Seene LLC (a ready to operate web site business). In addition to a $3,000 deposit the Company signed a note payable for $7,000. This note was due September 24, 2014 and carries a zero percent interest rate. This note payable was cancelled on November 4. 2015. The notes payable was $0 and $7,000 as of December 31, 2015 and September 30, 2015, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 4 — Commitments and Contingencies Contingencies. All contingencies have been settled through our bankruptcy petition in September 2014 subsequent to this financial reporting period. Lease Commitments. None.

Equity

Equity	3 Months Ended
	Dec. 31, 2015
Equity [Abstract]
Equity	Note 5 — Equity Common Stock As of September 30, 2014 the Company had 11,144 common shares issued and outstanding and 90,000,000 shares of Common Stock authorized par value $0.001 and the holders of the Company's common stock are entitled to one vote per each share of common stock held. Additionally as part of the bankruptcy sale the Company has had a reverse stock split of 5,000 for 1 on August 13, 2014 which has been reflected retroactively in these financial statements. 30,000,000 shares of common stock was issued to Shulamit Lazar for her initial $20,000 deposit to purchase the company. The Company also issued 30,000,000 shares of common stock in the year ended September 30, 2015 to a related party (Shulamit Lazar) for services valued at $30,000. As of December 31, 2015 and September 30, 2015 the company had 65,431,144 and 60,011,144 common shares outstanding, respectively. Preferred Stock As of September 30, 2015 the Company had 10,000,000 shares of Preferred Stock authorized par value $.001 and the holders of the Company's Preferred Stock can convert each share into 100,000 shares of voting Common Stock. Additionally each Preferred Share is entitled to the voting rights 100,000 common stock shares. Subsequent to the date of these financial statements but prior to issuance the preferred shares have been amended to carry voting and conversion rights equal to 20,000 common shares each. The Company had 271 shares issued during bankruptcy to Innovation Consulting LLC for $5,000 and 271 shares were issued and outstanding as of September 30, 2015. The shares were converted into 5,420,000 shares of common stocks on November 30, 2015.

Stock Options

Stock Options	3 Months Ended
	Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options	Note 6 — Stock Options There were no stock options issued during the period ended December 31, 2015 and September 30, 2015. As part of our bankruptcy agreement approved on September 19, 2014 all common conversion rights of any kind including the equity compensation plan without limitation , warrants, options and convertible notes were cancelled and extinguished for the current and prior fiscal years.

Income Taxes

Income Taxes	3 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income Taxes	Note 7 — Income Taxes As of December 31, 2015 , the Company had approximately $75,689 in post bankruptcy net operating loss carry forwards for federal income tax purposes which expire between 2015 and 2033. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using a 15% effective tax rate for our projected available net operating loss carry-forward. However, as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility of the Company not realizing its business plan objectives and having future taxable income to offset, the Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. Components of deferred tax assets and (liabilities) are as follows: 2015 2014 Net operating loss carry forwards valuation available $ 75,689 $ 25,060 Valuation Allowances (25,734 ) (3,759 ) Deferred Tax Asset 25,734 3,759 Net Deferred Tax Asset $ - $ - In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet for the coming year and has established a valuation allowance in the amount of $25,734 at December 31, 2015 During the period ended December 31, 2015, the company utilized $9,827 of its NOL.

Going Concern

Going Concern	3 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Going Concern	Note 8 – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has limited post bankruptcy operations and a working capital deficit as of December 31, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Acquisitions

Acquisitions	3 Months Ended
	Dec. 31, 2015
Business Combinations [Abstract]
Acquisitions	Note 9 - Acquisitions On September 25, 2014 the company entered into an agreement to buy the ready to operate business assets of Seene LLC. The cost of this acquisition was $10,000 which was allocated $795 to inventory and $9,205 to the intangible assets of the "MeTu" trade name and web site MeTuBoutique.com.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	3 Months Ended
	Dec. 31, 2015
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	Note 10 - Net Income (Loss) Per Share The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is anti-dilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal.The following is a reconciliation of the computation for basic and diluted EPS for the years ended December 31, 2015 and 2014: 2015 2014 Net Income (loss) $ 9,827 $ (1,030 ) Weighted-average common shares outstanding Weighted-average common stock 61,817,811 54,593,032 Weighted-average common shares outstanding- basic and diluted 61,817,811 54,593,032

Subsequent Events

Subsequent Events	3 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events We have evaluated subsequent events and transactions that occurred through the date and time our financial statements were issued for potential recognition or disclosure in the accompanying financial statements. On February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among American BriVision (Holding) Corporation (the “Company”), BriVision, Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of China (“Euro-Asia”), being the owners of record of 52,336,000shares of common stock of the Company, and the persons listed in Exhibit A thereof (the “BriVisionShareholders”), being the owners of record of all of the issued share capital of BriVision (the “BriVision Stock”). Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVisionShareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company issued 52,936,583 shares (the “Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the BriVision Shareholders (or their designees), and 51,945,225 shares of the Company’s common stock owned by Euro-Asia were cancelled and retired to treasury. The Acquisition Stock collectively represents 79.70% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share capital of BriVision. As a result of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision became a wholly owned subsidiary of the Company and there was a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement. As a result of the consummation of the Share Exchange, BriVision is now our wholly-owned subsidiary and its shareholders own approximately 79.70% of our issued and outstanding common stock.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Description of the Company	Description of the Company.
Reclassifications	Reclassifications.
Basis of Preparation	Basis of Preparation.
Principles of Consolidation	Principles of Consolidation.
Use of Estimates	Use of Estimates.
Revenue Recognition	Revenue Recognition.
Loss Per Share	Loss Per Share.
Property and Equipment	Property and Equipment. Computer equipment 3-10 years Furniture and fixtures 3-7 years Test equipment 5-7 years Signs 7 years Software 3 years Marketing and Promotional Video 3 years Repairs and maintenance costs are charged to operations as incurred. Betterments or renewals are capitalized as incurred.
Patents	Patents.
Long-Lived Assets	Long-Lived Assets.
Stock-Based Compensation	Stock-Based Compensation. We account for stock options granted to non-employees under the fair-value method with stock-based compensation expense being charged to earnings on the earlier of the date services are performed or a performance commitment exists.
Recent Accounting Pronouncements	Recent Accounting Pronouncements We have reviewed all Accounting Standards Updates issued by the Financial Accounting Standards Board since we last issued financial statements and have determined none of them would have a material effect on the consolidated financial statements upon adoption.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Schedule of equipment useful life	Depreciation is recorded using the straight-line method over the following useful lives: Computer equipment 3-10 years Furniture and fixtures 3-7 years Test equipment 5-7 years Signs 7 years Software 3 years Marketing and Promotional Video 3 years

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets and liabilities	Components of deferred tax assets and (liabilities) are as follows: 2015 2014 Net operating loss carry forwards valuation available $ 75,689 $ 25,060 Valuation Allowances (25,734 ) (3,759 ) Deferred Tax Asset 25,734 3,759 Net Deferred Tax Asset $ - $ -

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	3 Months Ended
	Dec. 31, 2015
Earnings Per Share [Abstract]
Schedule of reconciliation for basic and diluted EPS	The following is a reconciliation of the computation for basic and diluted EPS for the years ended December 31, 2015 and 2014: 2015 2014 Net Income (loss) $ 9,827 $ (1,030 ) Weighted-average common shares outstanding Weighted-average common stock 61,817,811 54,593,032 Weighted-average common shares outstanding- basic and diluted 61,817,811 54,593,032

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Dec. 31, 2015
Computer equipment [Member] | Minimum [Member]
Useful lives	3 years
Computer equipment [Member] | Maximum [Member]
Useful lives	10 years
Furniture and fixtures [Member] | Minimum [Member]
Useful lives	3 years
Furniture and fixtures [Member] | Maximum [Member]
Useful lives	7 years
Test equipment [Member] | Minimum [Member]
Useful lives	5 years
Test equipment [Member] | Maximum [Member]
Useful lives	7 years
Signs [Member]
Useful lives	7 years
Software [Member]
Useful lives	3 years
Marketing and Promotional Video [Member]
Useful lives	3 years

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Nov. 30, 2015	Sep. 30, 2015	Dec. 31, 2015	Dec. 02, 2015
Notes payable due		$ 9,000
Mr.Shulamit Lazar [Member]
Number of shares issued upon services rendered		30,000,000
Value of shares issued upon services rendered		$ 30,000
Mr.Shulamit Lazar [Member] | Convertible Preferred Stock [Member]
Number of shares issued upon bankruptcy sale	271
Number of shares issued upon conversion	5,420,000
0% Unsecured Note Due On Demand [Member] | Convertible Preferred Stock [Member]
Number of shares issued upon bankruptcy sale	271
Number of shares issued upon conversion	5,420,000
0% Unsecured Note Due On Demand [Member] | Mr.Shulamit Lazar [Member]
Notes payable due		$ 9,000	$ 0
Notes payable cancelled				$ 9,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2015	Nov. 04, 2015
Note payable	$ 7,000
Seene LLC [Member]
Deposit	3,000
Seene LLC [Member] | 0% Notes Payable Due September 24, 2014 [Member]
Debt face amount	7,000
Notes payable cancelled			$ 7,000
Note payable	$ 7,000	$ 0

Equity (Details Narrative)

Equity (Details Narrative)	Nov. 30, 2015shares	Aug. 13, 2014	Dec. 31, 2015$ / sharesshares	Sep. 30, 2015USD ($)$ / sharesshares	Sep. 30, 2014USD ($)$ / sharesshares
Common stock, issued			65,431,144	60,011,144	11,144
Common stock, outstanding			65,431,144	60,011,144	11,144
Common stock, authorized			90,000,000	90,000,000	90,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001	$ 0.001
Description common sharesholders voting rights					Entitled to one vote per each share of common stock held.
Reverse stock split ratio		0.0002
Number of shares issued upon initial deposit					30,000,000
Intial deposit | $					$ 20,000
Innovation Consulting LLC [Member]
Number of shares issued upon bankruptcy sale			271
Number of shares issued upon conversion			5,000
Convertible Preferred Stock [Member]
Preferred stock, authorized			10,000,000	10,000,000
Preferred stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001
Each preferred shares converted into voting common stock			20,000	100,000
Description preferred sharesholders voting rights				Each Preferred Share is entitled to the voting rights 100,000 common stock shares.
Preferred stock, issued			0	271
Preferred stock, outstanding			0	271
Mr.Shulamit Lazar [Member]
Number of shares issued upon services rendered				30,000,000
Value of shares issued upon services rendered | $				$ 30,000
Mr.Shulamit Lazar [Member] | Convertible Preferred Stock [Member]
Number of shares issued upon bankruptcy sale	271
Number of shares issued upon conversion	5,420,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Post bankruptcy operating loss carryforward	$ 75,689
Description of operating loss expiration period	Expire between 2015 and 2033
Current effective tax rate	15.00%
Net income(loss)	$ 9,827	$ (1,030)

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Net operating loss carry forwards valuation available	$ 75,689	$ 25,060
Valuation Allowances	(25,734)	(3,759)
Deferred Tax Asset	$ 25,734	$ 3,759
Net Deferred Tax Asset

Acquisitions (Details Narrative

Acquisitions (Details Narrative) - Seene LLC [Member]	Sep. 25, 2014USD ($)
Purchase price	$ 10,000
Purchase price allocated to inventory	795
Purchase price allocated to intangible assets ("MeTu" trade name and web site MeTuBoutique.com)	$ 9,205

Net Income (Loss) Per Share (De

Net Income (Loss) Per Share (Details) - USD ($)	3 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Net Income (loss)	$ 9,827	$ (1,030)
Weighted-average common shares outstanding
Weighted-average common stock (in shares)	61,817,811	54,593,032
Weighted-average common shares outstanding- basic and diluted (in shares)	61,817,811	54,593,032

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Share Exchange Agreement [Member] - Metu Brands Inc [Member]	Feb. 08, 2016shares
Number of common stoc issued upon acquisition	52,336,000
Percentage of voting interest acquired	79.70%
Percentage of voting interes after acquisiton	100.00%