Document and Entity Information
Document and Entity Information | 9 Months Ended |
Jun. 30, 2016 | |
Document And Entity Information | |
Entity Registrant Name | American BriVision (Holding) Corp |
Entity Central Index Key | 1,173,313 |
Document Type | S1 |
Trading Symbol | ABVC |
Document Period End Date | Jun. 30, 2016 |
Amendment Flag | false |
Current Fiscal Year End Date | --09-30 |
Entity Filer Category | Smaller Reporting Company |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Current assets | |||
Cash | $ 84,904 | $ 994,830 | |
Prepayment | 3,500,000 | 3,815 | |
Total Current Assets | 3,584,904 | 998,645 | |
Deposit | 3,815 | 3,815 | |
Total Assets | 3,588,719 | 1,002,460 | |
Liabilities and Equity | |||
Accounts Payable | 11,446 | ||
Other payable | 300,000 | ||
Due to related party | 22,517 | ||
Due to shareholder | 46,586 | ||
Short term loan | 2,050,000 | ||
Total Liabilities | 2,061,446 | 369,103 | |
Commitments and Contingencies | |||
Stockholders'equity | |||
Common Stock | 209,353 | 3,114 | |
Additional paid-in capital | 1,987,127 | 1,295,845 | |
Subscription receivable | (350,000) | ||
Retained earnings-beginning | (315,602) | ||
Retained earnings | (353,605) | (315,602) | |
Total equity | 1,527,273 | 633,357 | $ 31,359 |
Total liabilities and equity | $ 3,588,719 | 1,002,460 | |
Metu Brands, Inc [Member] | |||
Current assets | |||
Cash | 3,360 | 0 | |
Inventory | 274 | 795 | |
Total Current Assets | 3,634 | 795 | |
Property, plant and equipment, net | 0 | 0 | |
Intangible assets, net | 64,594 | 64,594 | |
Total Assets | 68,228 | 65,389 | |
Liabilities and Equity | |||
Accrued expenses | 23,150 | 18,030 | |
Note payable | 7,000 | 7,000 | |
Related party note payable | 9,000 | 9,000 | |
Total Liabilities | 39,150 | 34,030 | |
Commitments and Contingencies | |||
Stockholders'equity | |||
Common Stock | 60,011 | 11 | |
Additional paid-in capital | 24,582 | 54,582 | |
Retained earnings | (55,516) | (23,235) | |
Total equity | 29,078 | 31,359 | |
Total liabilities and equity | 68,228 | 65,389 | |
Metu Brands, Inc [Member] | Convertible Preferred Stock [Member] | |||
Stockholders'equity | |||
Preferred stock | $ 1 | $ 1 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Mar. 21, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 18, 2014 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common Stock, authorized | 360,000,000 | 360,000,000 | 360,000,000 | ||
Common Stock, issued | 209,352,897 | 3,113,856 | |||
Common Stock, outstanding | 209,352,897 | 3,113,856 | |||
Metu Brands, Inc [Member] | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||
Preferred stock, authorized | 10,000,000 | ||||
Preferred stock, issued | 271 | ||||
Preferred stock, outstanding | 271 | ||||
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 | 60,011,144 | 11,144 | 54,593,032 | ||
Common Stock, outstanding | 60,011,144 | 11,144 | 54,593,032 | ||
Metu Brands, Inc [Member] | 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 | 271 | 271 | |||
Preferred stock, outstanding | 271 | 271 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | Sep. 30, 2014 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 18, 2014 |
Revenues | |||||
Cost of sales | |||||
Gross profit loss | |||||
Operating expenses | |||||
Selling, general and administrative expenses | 315,602 | 289,098 | |||
Net income (loss) from operations | (315,602) | (289,098) | |||
Other income (expense) | |||||
Bank Interest Income | 361 | ||||
Gain on exchange differences | 89 | ||||
Sundry income | |||||
Interest Expense | (3,753) | ||||
Total Other Income (Expense) | (3,303) | ||||
Income (loss) from continuing operations before income taxes | (315,602) | (292,401) | |||
Income taxes | (836) | ||||
Net income (loss) | $ (315,602) | $ (293,237) | $ (32,281) | $ (70) | |
Basic and Diluted loss per share | |||||
Basic and Diluted income (loss) per share (in dollars per share) | $ (0.1) | $ 0 | |||
Weighted average number of shares outstanding basic and diluted (in shares) | 3,113,856 | 208,779,424 | |||
Metu Brands, Inc [Member] | |||||
Revenues | $ 0 | 3,360 | 0 | ||
Cost of sales | 0 | 521 | 0 | ||
Gross profit loss | 0 | 2,839 | 0 | ||
Operating expenses | |||||
Operating expenses | 23,235 | 35,120 | 70 | ||
Net income (loss) from operations | (23,235) | (32,281) | (70) | ||
Other income (expense) | |||||
Interest Expense | 0 | 0 | 0 | ||
Total Other Income (Expense) | 0 | 0 | 0 | ||
Income (loss) from continuing operations before income taxes | (23,235) | (32,281) | (70) | ||
Income taxes | 0 | 0 | 0 | ||
Net income (loss) | $ (23,235) | $ (32,281) | $ (70) | ||
Basic and Diluted loss per share | |||||
Basic and Diluted income (loss) per share (in dollars per share) | $ (2.08) | $ (0.01) | $ (0.01) | ||
Weighted average number of shares outstanding basic and diluted (in shares) | 11,144 | 5,000,929 | 11,144 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Metu Brands, Inc [Member] | Total |
Balance at beginning at Sep. 30, 2013 | $ 11 | $ 1 | $ 28,670,072 | $ (30,550,258) | $ (1,880,174) | |
Balance at beginning (in shares) at Sep. 30, 2013 | 11,144 | 271 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Fresh start adjustments | (30,495,734) | 30,550,328 | 54,594 | |||
Reorganization adjustments | 1,880,244 | (1,880,244) | ||||
Net income | (70) | $ (70) | (70) | |||
Balance at ending at Sep. 18, 2014 | $ 11 | $ 1 | 54,582 | 54,594 | ||
Balance at ending (in shares) at Sep. 18, 2014 | 11,144 | 271 | ||||
Balance at beginning at Sep. 30, 2013 | $ 11 | $ 1 | 28,670,072 | (30,550,258) | (1,880,174) | |
Balance at beginning (in shares) at Sep. 30, 2013 | 11,144 | 271 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (23,235) | |||||
Balance at ending at Sep. 30, 2014 | $ 11 | $ 1 | 54,582 | (23,235) | 31,359 | 31,359 |
Balance at ending (in shares) at Sep. 30, 2014 | 11,144 | 271 | ||||
Balance at beginning at Sep. 18, 2014 | $ 11 | $ 1 | 54,582 | 54,594 | ||
Balance at beginning (in shares) at Sep. 18, 2014 | 11,144 | 271 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (23,235) | (23,235) | ||||
Balance at ending at Sep. 30, 2014 | $ 11 | $ 1 | 54,582 | (23,235) | 31,359 | 31,359 |
Balance at ending (in shares) at Sep. 30, 2014 | 11,144 | 271 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock issued as compensation | $ 30,000 | 30,000 | ||||
Stock issued as compensation (in shares) | 30,000,000 | |||||
Bankruptcy shares issued | $ 30,000 | (30,000) | ||||
Bankruptcy shares issued (in shares) | 30,000,000 | |||||
Net income | (32,281) | (32,281) | (32,281) | |||
Balance at ending at Sep. 30, 2015 | $ 60,011 | $ 1 | $ 24,582 | $ (55,516) | $ 29,078 | 633,357 |
Balance at ending (in shares) at Sep. 30, 2015 | 60,011,144 | 271 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (353,605) | |||||
Balance at ending at Jun. 30, 2016 | $ 1,527,273 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($) | Sep. 30, 2014 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 18, 2014 |
Cash flows from operating activities | |||||
Net income (loss) from continuing operations | $ (315,602) | $ (353,605) | $ (32,281) | $ (70) | |
Adjustments to reconcile net loss to net cash used by operating activities: | |||||
(Increase) decrease in deposit | (3,815) | ||||
(Increase) decrease in prepayment | (3,815) | (3,496,185) | |||
(Increase) decrease in due from related party | 350,000 | ||||
Increase (decrease) in other payable | 300,000 | (300,000) | |||
Increase (decrease) in due to related party | 22,517 | (22,517) | |||
Increase (decrease) in due to shareholder | 46,586 | (46,586) | |||
Increase (decrease) in accounts payable | 11,446 | ||||
Net cash used in operating activities | 45,871 | (3,857,447) | |||
Cash flows from investing activities | |||||
Net cash provided (used) by investing activities | |||||
Cash flows from financing activities | |||||
Proceeds from short term loans | 2,050,000 | ||||
Proceeds from issuance of shares | 948,959 | 897,521 | |||
Net cash provided(used) by financing activities | 948,959 | 2,947,521 | |||
Effect Of Exchange Rates On Cash | |||||
Net increase(decrease) in cash | 994,830 | (909,926) | |||
Cash, beginning of period | 994,830 | ||||
Cash, end of period | 994,830 | 84,904 | 994,830 | ||
Supplemental disclosure of non-cash activities: | |||||
Interest paid | |||||
Income taxes paid | |||||
Metu Brands, Inc [Member] | |||||
Cash flows from operating activities | |||||
Net income (loss) from continuing operations | $ (23,235) | (32,281) | (70) | ||
Adjustments to reconcile net loss to net cash used by operating activities: | |||||
Stock issued as compensation | 0 | 30,000 | 0 | ||
(Increase) decrease in accounts receivable | 0 | 0 | 1,238 | ||
(Increase) decrease in inventory | (795) | 521 | 0 | ||
Increase (decrease) in accrued expenses | 17,235 | 5,120 | 0 | ||
Net cash used in operating activities | (6,795) | 3,360 | 1,168 | ||
Cash flows from investing activities | |||||
Acquisition of intangible assets | (64,594) | 0 | 0 | ||
Net cash provided (used) by investing activities | (64,594) | 0 | 0 | ||
Cash flows from financing activities | |||||
Fresh start adjustment | 30,389 | 0 | 0 | ||
Capital injection to bankruptcy trustee | 25,000 | 0 | 0 | ||
Proceeds from related party | 9,000 | 0 | 0 | ||
Proceeds from note payable | 7,000 | 0 | 0 | ||
Net cash provided(used) by financing activities | 71,389 | 0 | 0 | ||
Net increase(decrease) in cash | 0 | 3,360 | 1,168 | ||
Cash, beginning of period | $ 3,360 | 0 | 618 | ||
Cash, end of period | 0 | $ 3,360 | 3,360 | 0 | |
Supplemental disclosure of non-cash activities: | |||||
Interest paid | 0 | 0 | 0 | ||
Income taxes paid | 0 | 0 | 0 | ||
Supplemental disclosure of cash flow information | |||||
Fresh start adjustment | 0 | 0 | 30,550,328 | ||
Bankruptcy reorganization | $ 0 | $ 0 | $ 1,880,244 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS American BriVision (Holding) Corporation (the “Company” or “Holding entity”), a Nevada corporation, thru the Company’s operating entity, American BriVision Corporation (“BriVision”), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology and focuses on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions (such as Memorial Sloan Kettering Cancer Center (“MSKCC”) and MD Anderson Cancer Center), conduct clinical trials of translational medicine for Proof of Concept (“POC”), out-license to international pharmaceutical companies, and exploit global markets. REVERSE MERGER On February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among American BriVision (Holding) Corporation (the “Company”), American BriVision Corporation (“BriVision”), Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of Taiwan (“Euro-Asia”), being the owners of record of 52,336,000 shares of common stock of the Company, and 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 BriVision Shareholder, 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 should issue 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 should be cancelled and retired to treasury. The Acquisition Stock collectively should represent 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. Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision became a wholly owned subsidiary (the “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. Because 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. Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing BriVision’s historical businesses and proposed businesses, which focus on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions, conduct clinical trials of translational medicine for Proof of Concept (“POC”), out-license to international pharmaceutical companies, and exploit global markets. Accounting Treatment of the Reverse Merger For financial reporting purposes, the Share Exchange represents a “reverse merger” rather than a business combination and BriVision is deemed the accounting acquirer in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization. BriVision is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Share Exchange will be those of BriVision and recorded at the historical cost basis of BriVision. In addition, the consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of the Company and BriVision, and the historical operations of BriVision and operations of the Combined Company from the closing date of the Share Exchange. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). This basis of accounting involves the application of accrual accounting. Consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. The condensed financial statements include all adjustments that, in the opinion of management, are necessary in order not to make the financial statements misleading. Certain information and footnote disclosure normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. The results of operations for the periods ended June 30, 2016 are not necessarily indicative of the operating results for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. Forward Stock split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. See Note 4 for more details. Fair Value Measurements The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • • There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2015. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of June 30, 2016, the Company’s cash and cash equivalents amounted $84,904. As of September 30, 2015, the Company’s cash and cash equivalents amounted $994,830. All of the Company’s cash deposits are held in a financial institution located in PRC where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred during the period from July 21, 2015 (inception) to September 30, 2015. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. As of June 30, 2016 and September 30, 2015, the Company’s income tax expense amounted $836 and $0, respectively. Recent Accounting Pronouncements From time to time, new accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. The recent accounting standards are not expected to have a material impact on the consolidated financial statements upon adoption. | |
Metu Brands, Inc [Member] | ||
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. |
COLLAOBRATIVE AGREEMENT
COLLAOBRATIVE AGREEMENT | 9 Months Ended |
Jun. 30, 2016 | |
Collaobrative Agreement | |
COLLAOBRATIVE AGREEMENT | 3. COLLAOBRATIVE AGREEMENT On December 29, 2015, American BriVision Corporation entered into a Collaborative Agreement with BioLite Inc., a related party, pursuant to which BioLite granted the Company sole licensing rights for drug and therapeutic use of five products: BLI-1005 CNS-Major Depressive Disorder; BLI-1008 CNS-Attention Deficit Hyperactivity Disorder; BLI-1401-1 Anti-Tumor Combination Therapy-Solid Tumor with Anti-PD-1; BLI-1401-2 Anti-Tumor Combination Therapy-Triple Negative Breast Cancer; and BLI-1501 Hematology-Chronic Lymphocytic Leukemia, in USA and Canada. The total consideration of obtaining such grant would be $100,000,000. Pursuant to the Collaborative Agreement, an upfront payment of $3,500,000 (the “Milestone Payment”), which is 3.5% of total payments due under the Collaborative Agreement, was to be paid by the Company upon signing of that agreement. On May 6 , 2016, we and Biolite agreed to amend the Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby we have agreed to pay the Milestone Payment to BioLite $2,600,000 in cash and $900,000 in newly issued shares of our common stock, at the price of $1.60 per share, for an aggregate number of 562,500 shares. The cash payment and shares issuance were completed in June 2016. This Collaborative Agreement shall, once signed by both Parties, remain in effect for fifteen years as of the first commercial sales of the Product in the Territory and automatically renew for five more years unless either party gives the other party six month written notice of termination prior to the expiration date of the term. The Company determined to record the intangible assets and begin to amortize once the first commercial sales was consummated. The process related to first commercial sales has not begun as of June 30, 2016. The Company cannot make a reasonably reliable estimate of when the first commercial sales would take place. |
Fresh Start Accounting
Fresh Start Accounting | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Fresh Start Accounting | Note 2 — "Fresh Start" Accounting METU BRANDS, INC. (Formerly Ecology Coatings, Inc.) FRESH START ADJUSTMENTS 9/19/2014 Dr(CR) Dr(CR) Fresh Start 9/19/2014 Assets Current assets Cash $ 548 (548 ) (1) - $ 0 Accounts receivable 1,238 (1,238 ) (1) - 0 Total Current Assets 1,786 - - 0 Property, plant and equipment, net 37,249 (37,249 ) (1) - 0 Intangible assets, net 192,864 (192,864 ) (1) 54,594 (2) 54,594 Total Assets $ 231,899 - - $ 54,594 Liabilities and Equity (Deficit) Total liabilities subject to compromise 2,112,143 2,112,143 (1) - 0 Commitments and Contingencies (Note 5) Metu Brands, Inc. ("MTOO") shareholders' deficit Predecessor Preferred Stock 10,000,000 authorized at $0.001 par value shares issued and outstanding 271 at September 19, 2014 1 - (1 (3) 0 Successor Preferred Stock 10,000,000 authorized at $0.001 par value; shares issued and outstanding 54,593,032 at September 19, 2014 - - 1 (2) 1 Predecessor/Successor Common Stock 90,000,000 authorized at $0.001 par value; shares issued and outstanding 54,593,032 at September 19, 2014 54,593 - - 54,593 Additional paid-in capital 28,615,490 (1,880,244 ) (1) 30,495,734 (3) 0 Retained earnings (30,550,328 ) - (30,550,328) (4) 0 Total equity (deficit) (1,880,244 ) - - 54,594 Total liabilities and equity (deficit) $ 231,899 $ 0 $ 0 $ 54,594 (1) Reorganization adjustments reflect the transfer of $2,112,143 of liabilities subject to compromise and assets to the bankruptcy trustee in accordance with the plan of bankruptcy provisions. (2) Fresh-start adjustments under section 852-10-45-17 as of the date of sale of the corporate shell to reflect intangible assets sale through section 363 of the bankruptcy code. (3) Fresh-start adjustments under ASC 852-10-45-17 to predecessor preferred stock and APIC reflect the cancellation of the predecessor’s preferred stock. (4) Fresh-start adjustment to retained earnings (accumulated deficit) resets accumulated deficit to zero. (5) $20,000 was paid to the trustee by Shulamit Lazar for the subsequent issue of 30,000,000 common shares and $5,000 was paid to the trustee by Innovation Consulting LLC for the purchase of 271 preferred shares. |
RELATED PARTIES TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
RELATED PARTIES TRANSACTIONS | 4. RELATED PARTIES TRANSACTIONS As of June 30, 2016 and September 30, 2015, the amount due to a related party, BioLite, Inc (“Biolite”) was $0 and $22,517 respectively. As of June 30, 2016 and September 30, 2015, the amount due to shareholder, YuanGene Corporation, was $0 and $46,586 respectively. | |
Metu Brands, Inc [Member] | ||
RELATED PARTIES TRANSACTIONS | Note 3 — 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. As part of the bankruptcy sale Shulamit Lazar was awarded all 271 of the convertible preferred shares. Shulamit Lazar received compensation of 30,000,000 shares valued at $30,000 during the year ended September 30, 2015. |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 9 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | 5. ACCOUNTS PAYABLE As of June 30, 2016 and September 30, 2015, the amount Accounts Payable to LiteArt, Inc. was $11,446 and $0 respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Notes Payable | Note 4 — Notes Payable We have the following notes as of September 30, 2015 and 2014: Post bankruptcy the Company acquired the assets of Metu Brands Inc. (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 is note in default. |
EQUTIY
EQUTIY | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
EQUTIY | 6. EQUTIY During October 2015, $350,000 of subscription receivable was fully collected from the shareholders. On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 (the “Forward Stock Split”) and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. | |
Metu Brands, Inc [Member] | ||
EQUTIY | Note 6 — 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 September 30, 2015 the company had 60,011,144 common shares outstanding. 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Capital Commitment On December 29, 2015, the Company entered into the agreement with Biolite, a related party, that Biolite would grant the Company sole licensing rights of a series of technology for 10 years. The total consideration of obtaining such grant would be $100,000,000. | |
Metu Brands, Inc [Member] | ||
COMMITMENTS AND CONTINGENCIES | Note 5 — 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. |
Stock Options
Stock Options | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Stock Options | Note 7 — Stock Options There were no stock options issued during the fiscal years ended September 30 2015 and 2014. 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 | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Income Taxes | Note 8 — Income Taxes As of September 30, 2015, the Company had approximately $85,516 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 $ 85,516 $ 23,235 Valuation Allowances (29,075 ) (3,485 ) Deferred Tax Asset 29,075 3,485 Net Deferred Tax Asset $ -0- $ -0- 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 $29,075 at September 30, 2015 During the period ended September 30, 2015 the company did not utilize any of its NOL. |
Going Concern
Going Concern | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Going Concern | Note 9 – 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 September 30, 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 | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Acquisitions | Note 10 - Acquisitions On September 25, 2014 the company entered into an agreement to buy the ready to operate business assets of Metu Brands Inc. 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 | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Net Income (Loss) Per Share | Note 11 - 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 September 30, 2015 and 2014: 2015 2014 Net (Loss) $ (32,281 ) $ (23,235 ) Weighted-average common shares outstanding basic Weighted-average common stock equivalents 5,000,929 11,144 Stock options - - Warrants - - Preferred stock 27,100,000 27,100,000 Weighted-average common shares outstanding - basic and diluted 3,303,773 10,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
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. Other than the change in preferred shares rights itemized in note 6 above, we did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Basis of Presentation | Basis of Presentation The accompanying audited financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). This basis of accounting involves the application of accrual accounting. Consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The CompanyÂ’s financial statements are expressed in U.S. dollars. The condensed financial statements include all adjustments that, in the opinion of management, are necessary in order not to make the financial statements misleading. Certain information and footnote disclosure normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. The results of operations for the periods ended June 30, 2016 are not necessarily indicative of the operating results for the full year. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. | |
Forward Stock split | Forward Stock split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. The majority of the shareholders of the Company approved the amendment to Articles of Incorporation. See Note 4 for more details. | |
Fair Value Measurements | Fair Value Measurements The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • • • There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2015. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of June 30, 2016, the CompanyÂ’s cash and cash equivalents amounted $84,904. As of September 30, 2015, the CompanyÂ’s cash and cash equivalents amounted $994,830. All of the CompanyÂ’s cash deposits are held in a financial institution located in PRC where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred during the period from July 21, 2015 (inception) to September 30, 2015. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. As of June 30, 2016 and September 30, 2015, the Company’s income tax expense amounted $836 and $0, respectively. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. The recent accounting standards are not expected to have a material impact on the consolidated financial statements upon adoption. | |
Metu Brands, Inc [Member] | ||
Description of the Company | Description of the Company | |
Reclassifications | Reclassifications | |
Basis of Presentation | 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 Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
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 |
Fresh Start Accounting (Tables)
Fresh Start Accounting (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
Schedule of Fresh-Start Adjustments | 9/19/2014 Dr(CR) Dr(CR) Fresh Start 9/19/2014 Assets Current assets Cash $ 548 (548) (1) - $ 0 Accounts receivable 1,238 (1,238 (1) - 0 Total Current Assets 1,786 - - 0 Property, plant and equipment, net 37,249 (37,249) (1) - 0 Intangible assets, net 192,864 (192,864) (1) 54,594 (2) 54,594 Total Assets $ 231,899 - - $ 54,594 Liabilities and Equity (Deficit) Total liabilities subject to compromise 2,112,143 2,112,143 (1) - 0 Commitments and Contingencies (Note 5) Metu Brands, Inc. ("MTOO") shareholders' deficit Predecessor Preferred Stock 10,000,000 authorized at $0.001 par value shares issued and outstanding 271 at September 19, 2014 1 - (1 (3) 0 Successor Preferred Stock 10,000,000 authorized at $0.001 par value; shares issued and outstanding 54,593,032 at September 19, 2014 - - 1 (2) 1 Predecessor/Successor Common Stock 90,000,000 authorized at $0.001 par value; shares issued and outstanding 54,593,032 at September 19, 2014 54,593 - - 54,593 Additional paid-in capital 28,615,490 (1,880,244) (1) 30,495,734 (3) 0 Retained earnings (30,550,328 ) - (30,550,328) (4) 0 Total equity (deficit) (1,880,244 ) - - 54,594 Total liabilities and equity (deficit) $ 231,899 $ 0 $ 0 $ 54,594 (1) Reorganization adjustments reflect the transfer of $2,112,143 of liabilities subject to compromise and assets to the bankruptcy trustee in accordance with the plan of bankruptcy provisions. (2) Fresh-start adjustments under section 852-10-45-17 as of the date of sale of the corporate shell to reflect intangible assets sale through section 363 of the bankruptcy code. (3) Fresh-start adjustments under ASC 852-10-45-17 to predecessor preferred stock and APIC reflect the cancellation of the predecessorÂ’s preferred stock. (4) Fresh-start adjustment to retained earnings (accumulated deficit) resets accumulated deficit to zero. (5) $20,000 was paid to the trustee by Shulamit Lazar for the subsequent issue of 30,000,000 common shares and $5,000 was paid to the trustee by Innovation Consulting LLC for the purchase of 271 preferred shares. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
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 $ 85,516 $ 23,235 Valuation Allowances (29,075 ) (3,485 ) Deferred Tax Asset 29,075 3,485 Net Deferred Tax Asset $ -0- $ -0- |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Sep. 30, 2015 | |
Metu Brands, Inc [Member] | |
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 September 30, 2015 and 2014: 2015 2014 Net (Loss) $ (32,281 ) $ (23,235 ) Weighted-average common shares outstanding basic Weighted-average common stock equivalents 5,000,929 11,144 Stock options - - Warrants - - Preferred stock 27,100,000 27,100,000 Weighted-average common shares outstanding - basic and diluted 3,303,773 10,000 |
ORGANIZATION AND DESCRIPTION 27
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - shares | Jun. 30, 2016 | Feb. 08, 2016 | Sep. 30, 2015 |
Common stock, issued | 209,352,897 | 3,113,856 | |
Share Exchange Agreement [Member] | |||
Percentage of common shares issued and outstanding | 79.70% | ||
Share Exchange Agreement [Member] | American BriVision (Holding) Corporation [Member] | |||
Common stock, issued | 52,936,583 | ||
Percentage of common shares issued and outstanding | 100.00% | ||
Share Exchange Agreement [Member] | Euro-Asia Investment & Finance Corp. Limited [Member] | |||
Common stock, issued | 51,945,225 | ||
Share Exchange Agreement [Member] | American BriVision Corporation [Member] | |||
Common stock, issued | 52,336,000 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Metu Brands, Inc [Member] | 12 Months Ended |
Sep. 30, 2015 | |
Computer Equipment [Member] | Minimum [Member] | |
Property and equipment, useful lives | P3Y |
Computer Equipment [Member] | Maximum [Member] | |
Property and equipment, useful lives | P10Y |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property and equipment, useful lives | P3Y |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property and equipment, useful lives | P7Y |
Test Equipment [Member] | Minimum [Member] | |
Property and equipment, useful lives | P5Y |
Test Equipment [Member] | Maximum [Member] | |
Property and equipment, useful lives | P7Y |
Signs [Member] | |
Property and equipment, useful lives | P7Y |
Software [Member] | |
Property and equipment, useful lives | P3Y |
Marketing And Promotional Video [Member] | |
Property and equipment, useful lives | P3Y |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 21, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2016 |
Accounting Policies [Abstract] | ||||
Description of forward split | 1 to 3:141 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized | 360,000,000 | 360,000,000 | 360,000,000 | 360,000,000 |
Cash and cash equivalents | $ 994,830 | $ 84,904 | $ 84,904 | |
Income tax expense | $ 836 | $ 836 |
COLLAOBRATIVE AGREEMENT (Detail
COLLAOBRATIVE AGREEMENT (Details Narrative) - Collaborative Agreement [Member] - BioLite Inc., [Member] - Licensing Rights For Drug And Therapeutic Use of Five Products [Member] - USD ($) | May 06, 2016 | Dec. 29, 2015 | Jun. 30, 2016 |
Total consideration | $ 2,600,000 | $ 100,000,000 | |
Upfront payment | $ 3,500,000 | ||
Value of shares issued for aquisition | $ 900,000 | ||
Number of shares issued for aquisition | 562,500 | ||
Share price (in dollars per share) | $ 1.60 | ||
Description of agreement terms |
Fresh Start Accounting (Details
Fresh Start Accounting (Details) - USD ($) | Sep. 18, 2014 | Sep. 30, 2015 | Jun. 30, 2016 | Mar. 21, 2016 | Jul. 20, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | |
Current assets | ||||||||
Cash | $ 994,830 | $ 84,904 | ||||||
Total Current Assets | 998,645 | 3,584,904 | ||||||
Total Assets | 1,002,460 | 3,588,719 | ||||||
Liabilities and Equity (Deficit) | ||||||||
Total liabilities subject to compromise | 369,103 | 2,061,446 | ||||||
Commitments and Contingencies (Note 5) | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Predecessor/Successor Common Stock | 3,114 | 209,353 | ||||||
Additional paid-in capital | 1,295,845 | 1,987,127 | ||||||
Retained earnings | (315,602) | (353,605) | ||||||
Total equity (deficit) | $ 54,594 | 633,357 | 1,527,273 | $ 31,359 | $ (1,880,174) | |||
Total liabilities and equity (deficit) | $ 1,002,460 | $ 3,588,719 | ||||||
Predecessor/Successor Common Stock, authorized | 360,000,000 | 360,000,000 | 360,000,000 | |||||
Predecessor/Successor Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Predecessor/Successor Common Stock, issued | 3,113,856 | 209,352,897 | ||||||
Predecessor/Successor Common Stock, outstanding | 3,113,856 | 209,352,897 | ||||||
Metu Brands, Inc [Member] | ||||||||
Current assets | ||||||||
Cash | $ 0 | $ 3,360 | 0 | $ 618 | ||||
Total Current Assets | 3,634 | 795 | ||||||
Property, plant and equipment, net | 0 | 0 | ||||||
Total Assets | 68,228 | 65,389 | ||||||
Liabilities and Equity (Deficit) | ||||||||
Total liabilities subject to compromise | 39,150 | 34,030 | ||||||
Commitments and Contingencies (Note 5) | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Predecessor/Successor Common Stock | 60,011 | 11 | ||||||
Additional paid-in capital | 24,582 | 54,582 | ||||||
Retained earnings | (55,516) | (23,235) | ||||||
Total equity (deficit) | 29,078 | 31,359 | ||||||
Total liabilities and equity (deficit) | $ 68,228 | $ 65,389 | ||||||
Predecessor Preferred Stock, authorized | 10,000,000 | |||||||
Predecessor Preferred Stock, par value (in dollars per share) | $ 0.001 | |||||||
Predecessor Preferred Stock, issued | 271 | |||||||
Predecessor Preferred Stock, outstanding | 271 | |||||||
Successor Preferred Stock, authorized | 10,000,000 | |||||||
Successor Preferred Stock, par value (in dollars per share) | $ 0.001 | |||||||
Successor Preferred Stock, issued | 54,593,032 | |||||||
Successor Preferred Stock, outstanding | 54,593,032 | |||||||
Predecessor/Successor Common Stock, authorized | 90,000,000 | 90,000,000 | 90,000,000 | |||||
Predecessor/Successor Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Predecessor/Successor Common Stock, issued | 54,593,032 | 60,011,144 | 11,144 | |||||
Predecessor/Successor Common Stock, outstanding | 54,593,032 | 60,011,144 | 11,144 | |||||
Metu Brands, Inc [Member] | Convertible Preferred Stock [Member] | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Predecessor Preferred Stock | $ 1 | $ 1 | ||||||
Predecessor Preferred Stock, authorized | 10,000,000 | 10,000,000 | ||||||
Predecessor Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Predecessor Preferred Stock, issued | 271 | 271 | ||||||
Predecessor Preferred Stock, outstanding | 271 | 271 | ||||||
Metu Brands, Inc [Member] | Mr.Shulamit Lazar [Member] | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Amount paid to trustee | $ 20,000 | |||||||
Number of shares issued upon bankruptcy | 30,000,000 | |||||||
Metu Brands, Inc [Member] | Innovation Consulting LLC [Member] | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Amount paid to trustee | $ 5,000 | |||||||
Metu Brands, Inc [Member] | Innovation Consulting LLC [Member] | Convertible Preferred Stock [Member] | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Number of shares issued upon bankruptcy | 271 | 271 | ||||||
Prior Bankruptcy [Member] | Metu Brands, Inc [Member] | ||||||||
Current assets | ||||||||
Cash | $ 548 | |||||||
Accounts receivable | 1,238 | |||||||
Total Current Assets | 1,786 | |||||||
Property, plant and equipment, net | 37,249 | |||||||
Intangible assets, net | 192,864 | |||||||
Total Assets | 231,899 | |||||||
Liabilities and Equity (Deficit) | ||||||||
Total liabilities subject to compromise | 2,112,143 | |||||||
Commitments and Contingencies (Note 5) | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Predecessor Preferred Stock | 1 | |||||||
Successor Preferred Stock | ||||||||
Predecessor/Successor Common Stock | 54,593 | |||||||
Additional paid-in capital | 28,615,490 | |||||||
Retained earnings | (30,550,328) | |||||||
Total equity (deficit) | (1,880,244) | |||||||
Total liabilities and equity (deficit) | 231,899 | |||||||
Post Bankruptcy [Member] | Metu Brands, Inc [Member] | ||||||||
Current assets | ||||||||
Cash | 0 | |||||||
Accounts receivable | 0 | |||||||
Total Current Assets | 0 | |||||||
Property, plant and equipment, net | 0 | |||||||
Intangible assets, net | 54,594 | |||||||
Total Assets | 54,594 | |||||||
Liabilities and Equity (Deficit) | ||||||||
Total liabilities subject to compromise | 0 | |||||||
Commitments and Contingencies (Note 5) | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Predecessor Preferred Stock | 0 | |||||||
Successor Preferred Stock | 1 | |||||||
Predecessor/Successor Common Stock | 54,593 | |||||||
Additional paid-in capital | 0 | |||||||
Retained earnings | 0 | |||||||
Total equity (deficit) | 54,594 | |||||||
Total liabilities and equity (deficit) | 54,594 | |||||||
Dr(CR) Reorganization Adjustments [Member] | Metu Brands, Inc [Member] | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Cash - reorganization adjustments | [1] | (548) | ||||||
Accounts receivable - reorganization adjustments | [1] | (1,238) | ||||||
Property, plant and equipment, net - reorganization adjustments | [1] | (37,249) | ||||||
Intangible assets, net - reorganization adjustments | [1] | (192,864) | ||||||
Total liabilities subject to compromise - reorganization adjustments | [1] | 2,112,143 | ||||||
Additional paid-in capital - reorganization adjustments | [1] | (1,880,244) | ||||||
Total liabilities and equity (deficit) - reorganization adjustments | 0 | |||||||
Dr(CR) Fresh Start Adustments [Member] | Metu Brands, Inc [Member] | ||||||||
Metu Brands, Inc. (""MTOO"") shareholders' deficit | ||||||||
Intangible assets, net - fresh start adjustments | [2] | 54,594 | ||||||
Predecessor Preferred Stock - fresh start adjustments | [3] | (1) | ||||||
Successor Preferred Stock - fresh start adjustments | [2] | 1 | ||||||
Additional paid-in capital - fresh start adjustments | [3] | 30,495,734 | ||||||
Retained earnings - fresh start adjustments | [4] | (30,550,328) | ||||||
Total liabilities and equity (deficit) - fresh start adjustments | $ 0 | |||||||
[1] | Reorganization adjustments reflect the transfer of $2,112,143 of liabilities subject to compromise and assets to the bankruptcy trustee in accordance with the plan of bankruptcy provisions. | |||||||
[2] | Fresh-start adjustments under section 852-10-45-17 as of the date of sale of the corporate shell to reflect intangible assets sale through section 363 of the bankruptcy code. | |||||||
[3] | Fresh-start adjustments under ASC 852-10-45-17 to predecessor preferred stock and APIC reflect the cancellation of the predecessor's preferred stock. | |||||||
[4] | Fresh-start adjustment to retained earnings (accumulated deficit) resets accumulated deficit to zero. |
RELATED PARTIES TRANSACTIONS (D
RELATED PARTIES TRANSACTIONS (Details Narrative) - USD ($) | Sep. 18, 2014 | Sep. 30, 2015 | Jun. 30, 2016 | Dec. 02, 2015 |
Metu Brands, Inc [Member] | 0% Unsecured Note Due On Demand [Member] | Convertible Preferred Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued upon bankruptcy sale | 271 | |||
BioLite, Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable due | $ 22,517 | $ 0 | ||
YuanGene Corporation [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable due | $ 46,586 | $ 0 | ||
Mr.Shulamit Lazar [Member] | Metu Brands, Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued upon bankruptcy sale | 30,000,000 | |||
Number of shares issued upon services rendered | 30,000,000 | |||
Value of shares issued upon services rendered | $ 30,000 | |||
Mr.Shulamit Lazar [Member] | Metu Brands, Inc [Member] | 0% Unsecured Note Due On Demand [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable due | $ 9,000 | |||
Notes payable cancelled | $ 9,000 |
ACCOUNTS PAYABLE (Details Narra
ACCOUNTS PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Accounts payable | $ 11,446 | |
LiteArt, Inc. [Member] | ||
Accounts payable | $ 11,446 | $ 0 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Metu Brands, Inc [Member] | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Deposit | $ 3,000 |
0% Notes Payable Due September 24, 2014 [Member] | |
Debt face amount | $ 7,000 |
EQUTIY (Details Narrative)
EQUTIY (Details Narrative) - USD ($) | Mar. 21, 2016 | Sep. 18, 2014 | Aug. 13, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2016 | Oct. 31, 2015 |
Common stock, issued | 3,113,856 | 209,352,897 | |||||
Common stock, outstanding | 3,113,856 | 209,352,897 | |||||
Common stock, authorized | 360,000,000 | 360,000,000 | 360,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Description of forward split | 1 to 3:141 | ||||||
Subscription receivable | $ 350,000 | $ 350,000 | |||||
Metu Brands, Inc [Member] | |||||||
Common stock, issued | 54,593,032 | 60,011,144 | 11,144 | ||||
Common stock, outstanding | 54,593,032 | 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) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Description common sharesholders voting rights | Entitled to one vote per each share of common stock held. | ||||||
Preferred stock, authorized | 10,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||||
Preferred stock, issued | 271 | ||||||
Preferred stock, outstanding | 271 | ||||||
Description of forward split | 5,000 for 1 | ||||||
Metu Brands, Inc [Member] | Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Each preferred shares converted into voting common stock | 100,000 | ||||||
Description preferred sharesholders voting rights | Each Preferred Share is entitled to the voting rights 100,000 common stock shares. | ||||||
Preferred stock, issued | 271 | 271 | |||||
Preferred stock, outstanding | 271 | 271 | |||||
Metu Brands, Inc [Member] | Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||
Each preferred shares converted into voting common stock | 20,000 | ||||||
Metu Brands, Inc [Member] | Mr.Shulamit Lazar [Member] | |||||||
Number of shares issued upon initial deposit | 30,000,000 | ||||||
Intial deposit | $ 20,000 | ||||||
Number of shares issued upon services rendered | 30,000,000 | ||||||
Value of shares issued upon services rendered | $ 30,000 | ||||||
Number of shares issued upon bankruptcy sale | 30,000,000 | ||||||
Metu Brands, Inc [Member] | Innovation Consulting LLC [Member] | Convertible Preferred Stock [Member] | |||||||
Number of shares issued upon bankruptcy sale | 271 | 271 | |||||
Number of shares issued upon conversion | 5,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - BioLite, Inc [Member] | Dec. 29, 2015USD ($) |
Loss Contingencies [Line Items] | |
Total consideration | $ 100,000,000 |
Agreement period | 15 years |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - Metu Brands, Inc [Member] | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Post bankruptcy operating loss carryforward | $ 85,516 |
Description of operating loss expiration period | Expire between 2015 and 2033 |
Current effective tax rate | 15.00% |
Income Taxes (Details)
Income Taxes (Details) - Metu Brands, Inc [Member] - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Net operating loss carry forwards valuation available | $ 85,516 | $ 23,235 |
Valuation Allowances | (29,075) | (3,485) |
Deferred Tax Asset | 29,075 | 3,485 |
Net Deferred Tax Asset | $ 0 | $ 0 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - Metu Brands, Inc [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 ($) | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 18, 2014 |
Net Income (loss) | $ (23,235) | $ (315,602) | $ (293,237) | $ (353,605) | $ (32,281) | $ (70) | ||
Weighted-average common shares outstanding basic | ||||||||
Weighted-average common shares outstanding- basic and diluted (in shares) | 3,113,856 | 208,779,424 | ||||||
Metu Brands, Inc [Member] | ||||||||
Net Income (loss) | $ (23,235) | $ (32,281) | $ (23,235) | $ (70) | ||||
Weighted-average common shares outstanding basic | ||||||||
Weighted-average common stock (in shares) | 5,000,929 | 11,144 | ||||||
Stock options exercised | $ 0 | $ 0 | ||||||
Preferred stock | $ 27,100,000 | $ 27,100,000 | ||||||
Weighted-average common shares outstanding- basic and diluted (in shares) | 11,144 | 5,000,929 | 10,000 | 11,144 |