Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Dec. 28, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | NATURAL HEALTH FARM HOLDINGS INC | |
Entity Central Index Key | 1,621,697 | |
Document Type | 10-K | |
Trading Symbol | NHEL | |
Document Period End Date | Sep. 30, 2018 | |
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 | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 161,859,500 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,018 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 9,202 | |
Accounts receivable | 18,800 | |
Total Current Assets | 28,002 | |
Computer software, net | 30,781 | |
Total Assets | 58,783 | |
Current Liabilities | ||
Accounts payable | 17,226 | |
Accrued expense | 22,525 | |
Deferred revenue - related parties | 57,341 | |
Deferred revenue - third parties | 48,694 | |
Payable to an affiliate | 98,837 | 80,137 |
Note payable | 40,000 | |
Advance from director | 500 | |
Total Current Liabilities | 285,123 | 80,137 |
Total Liabilities | 285,123 | 80,137 |
Commitments and Contingencies (Note 9) | ||
Stockholders' Deficit | ||
Common Stock, $0.001 par value, 500,000,000 shares authorized, 161,555,000 shares and 150,150,000 shares issued and outstanding at September 30, 2018 and 2017, respectively | 161,555 | 150,150 |
Additional paid in capital | 857,783 | (111,821) |
Accumulated deficit | (1,245,678) | (118,466) |
Total Stockholders' Deficit | (226,340) | $ (80,137) |
Total Liabilities and Stockholders' Deficit | $ 58,783 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 161,155,000 | 150,150,000 |
Common stock, outstanding | 161,155,000 | 150,150,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Total Revenues | $ 53,765 | |
Cost of goods sold | 14,669 | |
Gross Profit | 39,096 | |
Operating Expenses: | ||
Consulting fees | 159,862 | 33,986 |
Legal and filing fees | 51,719 | 9,093 |
Professional fees | 5,650 | 29,292 |
Loan commitment fee | 40,000 | |
Stock compensation | 826,295 | |
Other general and administrative | 81,756 | 16,988 |
Total Operating Expenses | 1,165,282 | 89,359 |
Loss from Operations | (1,126,186) | (89,359) |
Other Income (Expense) | ||
Interest expense | (1,026) | |
Total Other Income (expense) | (1,026) | |
Loss Before Provision for Income Tax | (1,127,212) | (89,359) |
Provision for Income Tax | ||
Net Loss | $ (1,127,212) | $ (89,359) |
Basic and Dilutive Net Loss Per Share (in dollars per share) | $ (0.01) | $ 0 |
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 154,691,466 | 150,150,000 |
Revenue from related parties [Member] | ||
Total Revenues | $ 21,659 | |
Revenue from non related parties [Member] | ||
Total Revenues | $ 32,106 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total | ||
Balance at beginning at Sep. 30, 2016 | $ 150,150 | $ (126,050) | $ (29,107) | $ (5,007) | ||
Balance at beginning (in shares) at Sep. 30, 2016 | [1] | 150,150,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Forgiveness of advance by former directors | 14,229 | 14,229 | ||||
Stock subscriptions received | ||||||
Net loss | (89,359) | (89,359) | ||||
Balance at end at Sep. 30, 2017 | $ 150,150 | (111,821) | (118,466) | (80,137) | ||
Balance at end (in shares) at Sep. 30, 2017 | [1] | 150,150,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Forgiveness of advance by former directors | ||||||
Stock subscriptions received | 39,404 | 39,404 | ||||
Shares issued to consultants for services | $ 1,050 | 103,950 | 105,000 | |||
Shares issued to consultants for services (in shares) | [1] | 1,050,000 | ||||
Stock options granted to employees, directors and consultants | 526,295 | 526,295 | ||||
Stock compensation expense | $ 150 | 299,850 | 300,000 | |||
Stock compensation expense (in shares) | [1] | 150,000 | ||||
Shares sold for cash | $ 10,205 | $ 105 | 10,310 | |||
Shares sold for cash (in shares) | 10,205,000 | [1] | ||||
Net loss | (1,127,212) | (1,127,212) | ||||
Balance at end at Sep. 30, 2018 | $ 161,555 | $ 857,783 | $ (1,245,678) | $ (226,340) | ||
Balance at end (in shares) at Sep. 30, 2018 | [1] | 161,555,000 | ||||
[1] | Adjusted for 30:1 forward stock split on November 4, 2016. |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (1,127,212) | $ (89,359) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||
Amortization of computer software costs | 14,669 | |
Loan commitment fee | 40,000 | |
Common stock issued to consultants for services | 105,000 | |
Common stock issued to employees as bonus | 300,000 | |
Stock compensation expense upon grant of stock options | 526,295 | |
Changes in operating assets and liabilities | ||
(Increase) decrease in accounts receivable | (18,800) | 696 |
Increase in accounts payable | 17,226 | |
Increase in accrued expense | 22,525 | |
Increase in payable to an affiliate | 18,700 | |
Increase in deferred revenue - related parties | 57,341 | |
Increase in deferred revenue - third parties | 48,694 | |
Net Cash Flows Provided by (Used in) Operating Activities | 4,438 | (88,663) |
Cash Flows from Investing Activities | ||
Purchase of computer software | (45,450) | |
Net Cash Flows Used in Investing Activities | (45,450) | |
Cash Flows from Financing Activities | ||
Cash proceeds from affiliate | 80,137 | |
Cash advance from director | 500 | 8,526 |
Cash proceeds from sale of common shares | 10,310 | |
Cash proceeds from stock subscriptions | 39,404 | |
Net Cash Flows Provided by Financing Activities | 50,214 | 88,663 |
Net Increase in Cash and Cash Equivalents | 9,202 | |
Cash and Cash Equivalents, Beginning of the Period | ||
Cash and Cash Equivalents, End of the Period | 9,202 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for Income Taxes | ||
Cash paid for Interest | ||
Supplemental disclosures of non-cash investing and financing activities: | ||
Forgiveness of debt by a former director | $ 14,229 |
NATURE OF OPERATIONS, LIQUIDITY
NATURE OF OPERATIONS, LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS, LIQUIDITY AND GOING CONCERN | NOTE 1 – NATURE OF OPERATIONS, LIQUIDITY AND GOING CONCERN Natural Health Farm Holdings Inc. (the “Company”, “We”, “Its”, and “NHFH”) was incorporated under the laws of the State of Nevada on July 10, 2014 (Inception date). The Company has developed web-based business and launched itself into the healthcare industry. The Company has plans to provide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The Company currently provides nutritional consulting services by offering a web based naturopathic learning management system that allows distributors, chiropractors and consumers to educate users products with the health-related aspects of various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. On November 30, 2016, the Company filed a certificate of amendment to its articles of incorporation with the Nevada Secretary of State to change its name from Amber Group Inc. to Natural Health Farm Holdings Inc. The Company effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million) shares. This amendment was unanimously approved by the Company’s board of directors on November 29, 2016 and with the stockholders holding a majority of the Company’s voting power. On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the Company’s authorized shares of common stock to 500,000,000 shares, and approved 30:1 forward stock split effective March 17, 2017, and provided us a trading symbol for our common stock as “NHEL”. Liquidity and Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company has recorded a net loss of $1,127,212 for the year ended September 30, 2018, provided net cash flows in operating activities of $4,438, has a working capital deficit of $257,121, and has an accumulated deficit of $1,245,678 as of September 30, 2018. The Company has had difficulty in obtaining working capital lines of credit from financial institutions and trade credit from vendors. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is continuing to focus its efforts on increased marketing campaigns, and distribution programs to strengthen the demand for its products. Management anticipates that the Company’s capital resources will improve if its products gain wider market recognition and acceptance resulting in increased product sales. If the Company is not successful with its marketing efforts to increase sales and weak demand continues, the Company will experience a shortfall in cash and it will be necessary to further reduce its operating expenses in a manner or obtain funds through equity or debt financing in sufficient amounts to avoid the need to curtail its operations. Given the liquidity and credit constraints in the markets, the business may suffer, should the credit markets not improve in the near future. The direct impact of these conditions is not fully known. However, there can be no assurance that the Company would be able to secure additional funds if needed and that if such funds were available on commercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flow to sustain the operations of the Company. However, due to the uncertainty in the Company’s ability to raise capital, increase sales and generate significant positive cash flows from operations, management believes that there is substantial doubt in the Company’s ability to continue as a going concern within one year after the date the financial statements were issued. |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had a cash balance of $9,202 and $0 at September 30, 2018 and 2017, respectively. Accounts Receivable Accounts receivable represent income earned from the sale of products for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At September 30, 2018 and 2017, no allowance for doubtful accounts was recorded. Computer Software Costs Computer software costs include direct costs incurred for purchase of developed software products and payments made to independent software developers. The Company accounts for computer software costs in accordance with the Financial Accounting Standards Board (the “FASB”) guidance for the costs of computer software to be sold, leased, or otherwise marketed Accounting Standards Codification (the “ASC”) ASC Subtopic 985-20. Computer software costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis. Revenue Recognition The Company generates revenue from licensing and other software services from its web-based software to distributors and retailers of nutritional supplements in the healthcare industry. The Company recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. The Company considers authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at September 30, 2018 and 2017, respectively. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” Fair value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “ Fair Value Measurements and Disclosures” Financial Instruments” The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2018 on a recurring basis: Description Level 1 Level 2 Level 3 None $ - $ - $ - The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis: Description Level 1 Level 2 Level 3 None $ - $ - $ - Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses In 2015, the FASB issued ASU No. 2015-17, “ Income Taxes” Balance Sheet Classification of Deferred Taxes |
COMPUTER SOFTWARE COSTS
COMPUTER SOFTWARE COSTS | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
COMPUTER SOFTWARE COSTS | NOTE 3 – COMPUTER SOFTWARE COSTS The Company purchased web-based naturopathic learning management system computer software, developed by a third party, to educate users with the health-related products for various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. The amount capitalized include direct costs incurred in developing the software purchased from the third party. The following table presents details of our computer software costs as of September 30, 2018 and 2017: Balance at September 30, 2017 Additions Amortization Balance at September 30, 2018 Computer Software Costs, net $ - $ 45,450 $ (14,669 ) $ 30,781 Computer software costs are being amortized on a straight-line basis over their estimated life of three years. Amortization expense for computer software costs was $14,669 and $0 for the years ended September 30, 2018 and 2017, respectively. The estimated future amortization expense of computer software costs as of September 30, 2018 is as follows: Year ending September 30, Amount 2019 $ 13,950 2020 13,950 2021 2,881 Total $ 30,781 |
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE | 12 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE | NOTE 4 – ACCOUNTS PAYABLE Accounts payable at September 30, 2018 totaled $17,226 consisting of $12,603 in consulting fees, $2,025 in legal fees, $2,390 in stock transfer agent fees, and $208 of filing fees. Accounts payable at September 30, 2017 totaled $0. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2018 | |
Accrued Expenses | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses at September 30, 2018 consisted of accounting and audit fees of $17,500, consulting fees of $4,000 and accrued interest of $1,026 on note payable to GHS Investments (see NOTE 8). Accrued expenses were $0 at September 30, 2017. |
PAYABLE TO AFFILIATES
PAYABLE TO AFFILIATES | 12 Months Ended |
Sep. 30, 2018 | |
Payable To Affiliates | |
PAYABLE TO AFFILIATE | NOTE 6 – PAYABLE TO AFFILIATES The Company has received an advance of $500 from a director for its working capital needs as of September 30, 2018 (see NOTE 7). The Company has received advances from an affiliate for its working capital needs from an entity in which its Chief Executive Officer is also a director in such entity (NOTE 7). The advance received is non-interest bearing, unsecured and payable on demand. Balance at September 30, 2018 Balance at September 30, 2017 Payable to affiliate $ 98,837 $ 80,137 Total $ 98,837 $ 80,137 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The Company received an advance of $500 and $0 from a director for its working capital needs as of September 30, 2018 and 2017, respectively. Funds advanced to the Company by the director are non-interest bearing, unsecured and due on demand (NOTE 6). The Company has received advances for its working capital needs from an affiliate in which the Company’s Chief Executive Officer holds the position of director in such entity (see NOTE 6). On November 20, 2017, the Company sold ten (10) naturopathic learning management system and modules for $29,000 to an entity solely owned by a director of the Company. The Company received the payment in full of $29,000 on December 21, 2017. The Company recorded $8,303 as revenues earned for the year ended September 30, 2018, and $20,697 as deferred revenues at September 30, 2018. The Company recognizes the revenues earned ratably over a period of thirty-six months period. On December 11, 2017, the Company sold twenty (20) naturopathic learning management systems and modules for $50,000 to an entity in which the Company Chief Executive Officer holds the position of director in such entity. The Company received the payment of $50,000 on December 28, 2017. The Company recorded $13,356 as revenues earned for the year ended September 30, 2018 and $36,644 as deferred revenues at September 30, 2018. The Company recognizes the revenues earned ratably over a period of thirty-six months period. On May 30, 2018, the Company granted stock options to three officers/directors to purchase 250,000 shares of common stock at exercise price of $1.50 per share for immediate vesting. The fair value of the options granted to officers/directors using the Black-Scholes option pricing model was $271,061. The Company recorded compensation expense of $271,061 for the year ended September 30, 2018. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $1.70 at the issuance date; a risk-free interest rate of 2.79% and the expected volatility of the Company’s common stock of 106% (estimated based on the common stock of comparable public entities). The Company received advances from an affiliate for its working capital needs. Such advances totaled $80,137 as of September 30, 2017. On July 2, 2018, the Company issued 150,000 shares of its common stock to two officers valued at their fair value of $300,000. The Company recorded such issuance as compensation expense (see NOTE 10). |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 8 – NOTE PAYABLE Note payable consist of: Balance at Balance at Note payable - GHS Investments, Inc. $ 40,000 $ - Total 40,000 - Current portion $ 40,000 $ - On June 5, 2018, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS Investments Inc. (“GHS”) pursuant to which GHS agreed to purchase up to $20,000,000 in shares of Company common stock. The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to GHS be filed with the Securities and Exchange Commission and become effective. The Registration Rights Agreement provides that the Company shall use commercially reasonable efforts to file the registration statement within 30 days after the date of the Registration Rights Agreement and have the registration statement become effective within 90 days after it is filed. In connection with the Equity Financing Agreement, the Company executed a promissory note in the principal amount of $40,000 (the “Note”) as payment of the commitment fee for the Equity Financing Agreement. The Note bears interest at the rate of 8% and must be repaid on or before March 5, 2019. The Company has recorded the commitment fee as an expense in the accompanying statements of operations for the year ended September 30, 2018. The Company has accrued the interest expense of $1,026 on the principal balance of $40,000 for the period from June 5, 2018 to September 30, 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Litigation Costs and Contingencies From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 10: STOCKHOLDERS’ DEFICIT The Company’s capitalization at September 30, 2018 was 500,000,000 authorized common shares with a par value of $0.001 per share. Common Stock On November 30, 2016, the Company increased the authorized share capital from 75,000,000 shares of common stock to 500,000,000 shares of common stock. In addition, the Company effectuated a 30:1 forward stock split of the common stock on such date. On February 1, 2018, the Company entered into consulting agreements with two contractors for providing business advisory and consulting services. The Company issued 1,000,000 shares of common stock valued at $20,000 as the fair market value of the stock. On March 1, 2018, the Company entered into a Share Exchange Agreement (the “Agreement”) with its shareholders whereby, the shareholders agreed to exchange, sell, convey, transfer and assign to the Company their shareholdings, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description plus pay to the Company an aggregate purchase price of $50 (the “Purchase Price”), and the Company agreed to accept from its shareholders the old shares plus the Purchase Price in exchange for the transfer of old shares the new shares. As of September 30, 2018, the Company received cash proceeds of $39,404 from its shareholders to exchange the old shares for new shares and recorded it as contributed capital in the accompanying financial statements. On May 16, 2018, the Company issued 50,000 shares of its common stock for a cash consideration of $50 pursuant to an agreement dated February 15, 2018. In addition, on the same date, the Company issued 105,000 shares of common stock for a cash consideration of $210 pursuant to an agreement dated March 1, 2018. The common shares issued were valued at the fair value on the date of execution of the agreement to issue such shares. On May 16, 2018, the Company issued 10,050,000 shares of common stock for a cash consideration of $10,050 pursuant to an agreement dated March 1, 2018. The common shares were valued at $10,050 being their fair value on the date of execution of the agreement. On June 21, 2018, the Company issued 50,000 shares of common stock to a consultant pursuant to an agreement, for providing consulting and business advisory services to the Company. The common shares were valued at $85,000 being their fair value on the date of execution of the agreement to issue such shares. On July 2, 2018, the Company issued 150,000 shares of common stock to its officers/director at their fair value of $300,000 on the date of issuance. The Company recorded such issuance as compensation expense (see NOTE 7). As a result of all common stock issuances, the Company had 161,155,000 shares and 150,150,000 shares of common stock issued and outstanding at September 30, 2018 and September 30, 2017, respectively. Stock Option Plan On May 30, 2018, the Board of Directors authorized and approved the 2018 Non-Qualified Stock Option Plan (the “2018 Plan) and reserved 10,000,000 shares of the Company’s common stock intended to be issued to selected officers, directors, consultants and key employees provided that bona fide services shall be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction and do not promote or maintain a market for the Company’s securities. The Company filed a Registration Statement with the SEC on May 31, 2018 disclosing formation of 2018 Plan. On May 30, 2018, the Board granted stock options under the 2018 Plan to two directors, an officer and an employee, and three independent consultants to purchase up to 450,000 shares of common stock with a five-year term. The stock options vested immediately upon the issuance date. The exercise price of the stock options to purchase common stock was at $1.50 per share, and the quoted market price of the Company stock on the grant date was $1.70. The option to purchase common stock expires on May 30, 2023. The fair value of options granted was $526,295, calculated using Black-Scholes option pricing model using the assumptions of risk free discount rate of 2.79%, volatility of 106%, 2.5 year-term for employees and directors and 5 year-term for non-employees, and dividend yield of 0%. The Company has recorded stock compensation expense of $526,295 for the year ended September 30, 2018. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax | |
INCOME TAX | NOTE 11: INCOME TAX Income tax expense for the years ended September 30, 2018 and 2017 is summarized as follows. September 30, 2018 September 30, 2017 Deferred: Federal $ (63,193 ) $ (30,382 ) State - - Change in valuation allowance 63,193 30,382 Income tax expense (benefit) $ — $ — The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rates of 21% and 34% and the state income tax rates net of federal tax benefit of 0%, for the years ended September 30, 2018 and 2017, respectively, to the income taxes reflected in the Statements of Operations: September 30, 2018 September 30, 2017 Book Income (loss) 21 % 34 % State taxes - % - % Total 21 % 34 % Valuation allowance -21 % -34 % Tax expense at actual rate — — The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at September 30, 2018 and 2017, respectively, are as follows: Balance at Balance at Deferred tax assets: Net operating loss carry forward $ 81,958 $ 40,278 Total gross deferred tax assets 81,958 40,278 Less - valuation allowance (81,958 ) (40,278 ) Net deferred tax assets $ — $ — Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted, significantly altering U.S. corporate income tax law. The SEC issued Staff Accounting Bulletin 118, which allows companies to record reasonable estimates of enactment impacts where all of the underlying analysis and calculations are not yet complete. The provisional estimates must be finalized within a one-year measurement period. The Company reduced its net domestic deferred tax asset balance by $9,557 due to the reduction in corporate tax rate from 34% to 21%. These adjustments are fully offset by a change in the Company’s U.S. valuation allowance. At September 30, 2018, the Company had accumulated deficit of approximately $1,246,000 for U.S. federal income tax purposes available to offset future taxable income expiring on various dates through 2035. The Company has recorded a 100% valuation allowance on the deferred tax assets due to the uncertainty of its realization. The net change in the valuation allowance during the years ended September 30, 2018 and 2017 was an increase of $63,193 and $30,382, respectively. In the normal course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of September 30, 2018, tax years 2018 and 2017 remain open for examination by the IRS and California. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Management has evaluated subsequent events through December 28, 2018, the date which these financial statements were issued noting the following items that would impact the accounting for events or transactions in the current period or require additional disclosures. On December 3, 2018, the Company announced the purchase of 51% of the issued and outstanding capital stock of Prema Life Pty Ltd and 60% of the issued and outstanding capital stock of GGLG Properties PTY Ltd, collectively in exchange for 304,500 shares of the Company’s common stock valued at $1,218,000 based on the fair value of the common stock on the closing date. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had a cash balance of $9,202 and $0 at September 30, 2018 and 2017, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable represent income earned from the sale of products for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At September 30, 2018 and 2017, no allowance for doubtful accounts was recorded. |
Computer Software Costs | Computer Software Costs Computer software costs include direct costs incurred for purchase of developed software products and payments made to independent software developers. The Company accounts for computer software costs in accordance with the Financial Accounting Standards Board (the “FASB”) guidance for the costs of computer software to be sold, leased, or otherwise marketed Accounting Standards Codification (the “ASC”) ASC Subtopic 985-20. Computer software costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis. |
Revenue Recognition | Revenue Recognition The Company generates revenue from licensing and other software services from its web-based software to distributors and retailers of nutritional supplements in the healthcare industry. The Company recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. The Company considers authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at September 30, 2018 and 2017, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with ASC 260, “ Earnings per Share” |
Fair value of Financial Instruments and Fair Value Measurements | Fair value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses and payable to an affiliate. Pursuant to ASC 820, “ Fair Value Measurements and Disclosures” Financial Instruments” The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2018 on a recurring basis: Description Level 1 Level 2 Level 3 None $ - $ - $ - The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis: Description Level 1 Level 2 Level 3 None $ - $ - $ - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses In 2015, the FASB issued ASU No. 2015-17, “ Income Taxes” Balance Sheet Classification of Deferred Taxes |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities measured and recognized at fair value | The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2018 on a recurring basis: Description Level 1 Level 2 Level 3 None $ - $ - $ - The following table presents assets and liabilities that were measured and recognized at fair value as of September 30, 2017 on a recurring basis: Description Level 1 Level 2 Level 3 None $ - $ - $ - |
COMPUTER SOFTWARE COSTS (Tables
COMPUTER SOFTWARE COSTS (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of computer software costs | The following table presents details of our computer software costs as of September 30, 2018 and 2017: Balance at September 30, 2017 Additions Amortization Balance at September 30, 2018 Computer Software Costs, net $ - $ 45,450 $ (14,669 ) $ 30,781 |
Schedule of estimated future amortization expense of computer software costs | The estimated future amortization expense of computer software costs as of September 30, 2018 is as follows: Year ending September 30, Amount 2019 $ 13,950 2020 13,950 2021 2,881 Total $ 30,781 |
PAYABLE TO AFFILIATES (Tables)
PAYABLE TO AFFILIATES (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Payable To Affiliates | |
Schedule of payable to affiliate | The advance received is non-interest bearing, unsecured and payable on demand. Balance at September 30, 2018 Balance at September 30, 2017 Payable to affiliate $ 98,837 $ 80,137 Total $ 98,837 $ 80,137 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Note Payable | |
Schedule of note payable | Note payable consist of: September 30, 2018 September 30, 2017 Note payable - GHS Investments, Inc. $ 40,000 $ - Total 40,000 - Current portion $ 40,000 $ - |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax | |
Schedule of income tax expense | Income tax expense for the years ended September 30, 2018 and 2017 is summarized as follows. September 30, 2018 September 30, 2017 Deferred: Federal $ (63,193 ) $ (30,382 ) State - - Change in valuation allowance 63,193 30,382 Income tax expense (benefit) $ — $ — |
Schedule of provision for federal income tax | The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rates of 21% and 34% and the state income tax rates net of federal tax benefit of 0%, for the years ended September 30, 2018 and 2017, respectively, to the income taxes reflected in the Statements of Operations: September 30, 2018 September 30, 2017 Book Income (loss) 21 % 34 % State taxes - % - % Total 21 % 34 % Valuation allowance -21 % -34 % Tax expense at actual rate — — |
Schedule of deferred tax assets and liabilities | The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at September 30, 2018 and 2017, respectively, are as follows: Balance at Balance at Deferred tax assets: Net operating loss carry forward $ 81,958 $ 40,278 Total gross deferred tax assets 81,958 40,278 Less - valuation allowance (81,958 ) (40,278 ) Net deferred tax assets $ — $ — |
NATURE OF OPERATIONS, LIQUIDI_2
NATURE OF OPERATIONS, LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Description of forward stock split | 30:1 forward stock split | ||
Increased authorized share capital | 500,000,000 | 500,000,000 | |
Net loss | $ (1,127,212) | $ (89,359) | |
Accumulated deficit | (1,245,678) | (118,466) | |
Net cash used in operating activities | 4,438 | $ (88,663) | |
Working capital deficit | $ 257,121 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | |||
Cash balance | $ 9,202 | ||
Useful life of computer software | 3 years | ||
Number of vested shares | 300,000 | ||
allowance for doubtful accounts | $ 0 | $ 0 |
COMPUTER SOFTWARE COSTS (Detail
COMPUTER SOFTWARE COSTS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at beginning | ||
Additions | 45,450 | |
Amortization | (14,669) | |
Balance at end | $ 30,781 |
COMPUTER SOFTWARE COSTS (Deta_2
COMPUTER SOFTWARE COSTS (Details 1) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 13,950 | |
2,020 | 13,950 | |
2,021 | 2,881 | |
Total | $ 30,781 |
COMPUTER SOFTWARE COSTS (Deta_3
COMPUTER SOFTWARE COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Useful life of computer software | 3 years | |
Amortization expense for computer software costs | $ 14,669 |
ACCOUNTS PAYABLE (Details Narra
ACCOUNTS PAYABLE (Details Narrative) | Sep. 30, 2018USD ($) |
Payables and Accruals [Abstract] | |
Accounts payable | $ 17,226 |
Consulting fees | 12,603 |
Legal fees | 2,025 |
Stock transfer agent fees | 2,390 |
Filing fees | $ 208 |
ACCRUED EXPENSES (Details Narra
ACCRUED EXPENSES (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting and audit fees | $ 17,500 | ||
Consulting fees | 4,000 | ||
Accrued expense | $ 22,525 | 22,525 | |
GHS Investments, Inc [Member] | Equity Financing Agreement and Registration Rights Agreement [Member] | |||
Accrued interest expense | $ 1,026 | $ 1,026 |
PAYABLE TO AFFILIATES (Details)
PAYABLE TO AFFILIATES (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Payable To Affiliates | ||
Payable to affiliate | $ 98,837 | $ 80,137 |
Total | $ 98,837 | $ 80,137 |
PAYABLE TO AFFILIATES (Details
PAYABLE TO AFFILIATES (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Payable To Affiliates | ||
Advance from director | $ 500 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Jul. 02, 2018USD ($)shares | May 30, 2018USD ($)$ / sharesshares | Dec. 28, 2017USD ($) | Dec. 21, 2017USD ($) | Dec. 11, 2017Number | Nov. 20, 2017Number | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Advance from director | $ 500 | $ 0 | ||||||
Number of naturopathic learning management system sold | Number | 20 | 10 | ||||||
Proceeds from naturopathic learning management system sold | $ 50,000 | $ 29,000 | ||||||
Deferred revenue from related parties | 57,341 | |||||||
Number of stock options granted | shares | 526,295 | |||||||
Value of shares issued | 105,000 | |||||||
Stock based compensation | 826,295 | |||||||
Share price (in dollars per share) | $ / shares | $ 1.70 | |||||||
Risk-free interest rate | 2.79% | |||||||
Expected volatility rate | 106.00% | |||||||
Payable to an affiliate | 98,837 | $ 80,137 | ||||||
Director [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Revenue from related parties | 8,303 | |||||||
Deferred revenue from related parties | $ 20,697 | |||||||
Term | Thirty-six months | |||||||
Chief Executive Officer [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Revenue from related parties | $ 13,356 | |||||||
Deferred revenue from related parties | $ 36,644 | |||||||
Term | Thirty-six months | |||||||
Three Officers/Directors [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Number of stock options granted | shares | 250,000 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 1.50 | |||||||
Value of shares issued | $ 271,061 | |||||||
Stock based compensation | $ 271,061 | |||||||
Two Officers [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Value of shares issued | $ 300,000 | |||||||
Number of shares issued | shares | 150,000 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Total | $ 40,000 | |
Current portion | 40,000 | |
GHS Investments, Inc [Member] | ||
Total | $ 40,000 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - GHS Investments, Inc [Member] - Equity Financing Agreement and Registration Rights Agreement [Member] - USD ($) | Jun. 05, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
No of shares issued | 20,000,000 | ||
Promissory note principal amount | $ 40,000 | ||
Interest rate | 8.00% | ||
Interest rate repaid | Mar. 5, 2019 | ||
Accrued interest expense | $ 1,026 | $ 1,026 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jul. 02, 2018 | Jun. 21, 2018 | May 16, 2018 | Feb. 01, 2018 | Nov. 30, 2016 | Sep. 30, 2018 | May 30, 2018 | Mar. 01, 2018 | Sep. 30, 2017 |
Common stock, authorized | 500,000,000 | 500,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Previously common stock, authorized | 75,000,000 | ||||||||
Description of forward stock split | 30:1 forward stock split | ||||||||
Value of shares issued | $ 105,000 | ||||||||
Purchase price (in dollars per share) | $ 1.70 | ||||||||
Cash proceeds from issuance of shares | $ 10,050 | ||||||||
Number of new shares issued, value | $ 10,310 | ||||||||
Common stock, issued | 161,155,000 | 150,150,000 | |||||||
Common stock, outstanding | 161,155,000 | 150,150,000 | |||||||
Officers Directors [Member] | |||||||||
Value of shares issued | $ 300,000 | ||||||||
Number of new shares issued, value | $ 150,000 | ||||||||
Consulting Agreements [Member] | Two Contractors [Member] | |||||||||
Value of shares issued | $ 1,000,000 | ||||||||
Number of shares issued | 20,000 | ||||||||
Value of new shares issued | 50,000 | ||||||||
Number of new shares issued, value | $ 50 | ||||||||
Consulting Agreements [Member] | Business Advisory Services [Member] | |||||||||
Value of shares issued | $ 50,000 | ||||||||
Number of shares issued | 85,000 | ||||||||
Share Exchange Agreement [Member] | Shareholders [Member] | |||||||||
Value of shares issued | 105,000 | ||||||||
Purchase price (in dollars per share) | $ 50 | ||||||||
Cash proceeds from issuance of shares | $ 210 | $ 39,404 | |||||||
Value of shares issued during the period | 10,050,000 | ||||||||
Common stock subscriptions, value | $ 10,050 |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details Narrative 1) - USD ($) | May 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Share price (in dollars per share) | $ 1.70 | ||
Expiration date | May 30, 2023 | ||
Fair value of options granted | 526,295 | ||
Risk free discount rate | 2.79% | ||
Volatility | 106.00% | ||
Dividend yield | 0.00% | ||
Stock based compensation | $ 826,295 | ||
Employees and Directors [Member] | |||
Expected Term | 2 years 6 months | ||
Non-employees [Member] | |||
Expected Term | 5 years | ||
2018 Plan [Member] | |||
Common stock capital reserve for future issuance | 10,000,000 | ||
2018 Plan [Member] | Two directors [Member] | |||
Number for shares purchased | 450,000 | ||
Term | P5Y | ||
Exercise price options to purchase (in dollars per share) | $ 1.5 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Deferred: | ||
Federal | $ (63,193) | $ (30,382) |
State | ||
Change in valuation allowance | 63,193 | 30,382 |
Income tax expense (benefit) |
INCOME TAX (Details 1)
INCOME TAX (Details 1) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Book Income (loss) | 21.00% | 34.00% |
State taxes | ||
Total | 21.00% | 34.00% |
Valuation allowance | (21.00%) | (34.00%) |
Tax expense at actual rate |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 81,958 | $ 40,278 |
Total gross deferred tax assets | 81,958 | 40,278 |
Less: valuation allowance | (81,958) | (40,278) |
Net deferred tax asset |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rates | 21.00% | 34.00% |
State taxes | ||
Accumulated deficit | $ (1,245,678) | $ (118,466) |
Reduction in deferred tax asset | 9,557 | |
Change in valuation allowance | $ (63,193) | $ (30,382) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Dec. 03, 2018 | Sep. 30, 2018 |
Common stock value | $ 10,310 | |
Subsequent Event [Member] | ||
Common stock shares | 304,500 | |
Common stock value | $ 1,218,000 | |
Subsequent Event [Member] | Prema Life Pty Ltd [Member] | ||
Percentage of voting interest | 51.00% | |
Subsequent Event [Member] | GGLG Properties PTY Ltd [Member] | ||
Percentage of voting interest | 60.00% |