Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 09, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | NATURAL HEALTH FARM HOLDINGS INC | |
Entity Central Index Key | 0001621697 | |
Document Type | 10-K/A | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | true | |
Amendment Description | Explanatory Note The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K of Natural Health Farm Holdings Inc. for the year ended September 30, 2018, originally filed with the Securities and Exchange Commission on December 28, 2018 (the “Form 10-K”), is to restate its previously reported consolidated financial statements as at September 30, 2018. The restatement of the company’s consolidated financial statements followed an internal review of the company’s consolidated financial statements and accounting records that inadvertently excluded the financials reporting for NHF International Limited and its subsidiaries, Natural Tech R&D Sdn. Bhd. and NHF Management & Business Sdn. Bhd. This restatement has presented the periodic consolidated earnings of the company as a group. The following sections in the Original Filing are revised in this Form 10-K/A, solely as a result of, and to reflect, the restatement: Part I - Item 1 - Financial Statements Part I - Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II - Item 6 – Exhibits Subsequent to the filing of this revised Annual Report on Form 10-K/A, we expect to file the Quarterly Report on Form 10-Q for period ended December 31, 2018. This report will include restatement of the consolidated financial statements (and related disclosures) for the periods described therein, as set forth in those reports. No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K. | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-210821 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | Yes | |
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 | 162,186,300 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2018 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 439,846 | $ 0 |
Account receivables - Third parties | 162,275 | |
Account receivables - Related parties | 169,292 | |
Other receivables and deposits | 2,061 | |
Tax assets | 5,221 | |
Total Current Assets | 778,695 | |
Non-Current Assets | ||
Plant and equipment, net | 159,479 | |
Other investments | 93,580 | |
Total Non-Current Assets | 253,059 | |
Total Assets | 1,031,754 | 0 |
Current Liabilities | ||
Account payables | 71,678 | |
Accrued expenses | 36,720 | 0 |
Other payables - related parties | 299,309 | 80,137 |
Deferred revenue - related parties | 57,341 | |
Deferred revenue - third parties | 48,694 | |
Note payable | 40,000 | |
Advance from director | 11,210 | 0 |
Total Current Liabilities | 564,952 | 80,137 |
Non-Current Liabilities | ||
Deferred tax liabilities | 8,159 | |
Total Liabilities | 573,111 | 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 | 1,387,112 | (111,821) |
Accumulated deficit | (1,067,080) | (118,466) |
Foreign currency translation reserve | (22,944) | |
Total Stockholders' Equity | 458,643 | (80,137) |
Total Liabilities and Stockholders' Deficit | $ 1,031,754 | $ 0 |
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 | 161,555,000 | 150,150,000 |
Common stock, outstanding | 161,555,000 | 150,150,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Total Revenues | $ 769,969 | |
Cost of goods sold | (362,847) | |
Gross Profit | 407,122 | |
Operating Expenses: | ||
Consulting fees | (159,862) | (33,986) |
Legal and filing fees | (51,719) | (9,093) |
Stock compensation | (826,295) | |
Other general and administrative | (316,586) | (46,280) |
Total Operating Expenses | (1,354,462) | (89,359) |
Loss from Operations | (947,340) | (89,359) |
Other Income (Expense) | ||
Other operating income | 1,418 | |
Interest expense | (1,026) | |
Total Other Income (expense) | 392 | |
Loss Before Provision for Income Tax | 946,948 | 89,359 |
Provision for Income Tax | (1,666) | |
Net Loss | (948,614) | (89,359) |
Other comprehensive expenses | ||
Foreign currency translation differences | (22,944) | |
Total comprehensive expense for the year | $ (971,558) | $ (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 | $ 652,367 | |
Revenue from non related parties [Member] | ||
Total Revenues | $ 117,602 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Foreign Currency Translation Reserve [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 | 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 | 150,150,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
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) | 1,050,000 | ||||
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) | 150,000 | ||||
Shares sold for cash | $ 10,205 | $ 105 | 10,310 | ||
Shares sold for cash (in shares) | 10,205,000 | ||||
Reserves arising from merger of subsidiaries | $ 529,329 | ||||
Net loss | (948,614) | $ (22,944) | (971,558) | ||
Balance at end at Sep. 30, 2018 | $ 161,555 | $ 1,387,112 | $ (1,067,080) | $ (22,944) | $ 458,643 |
Balance at end (in shares) at Sep. 30, 2018 | 161,555,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Loss Before Provision for Income Tax | $ (946,948) | $ (89,359) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | ||
Depreciation and Amortization of Plant and Equipment | 35,973 | |
Changes in operating assets and liabilities | ||
Account receivables | (207,900) | 696 |
Account payables | 395,584 | |
Tax paid | (6,887) | |
Net Cash Flows Provided by (Used in) Operating Activities | (730,178) | (88,663) |
Cash Flows from Investing Activities | ||
Purchase of plant and equipment | (57,823) | |
Cash inflows from merger | 289,208 | |
Acquisition of other investments | (93,580) | |
Net Cash Flows From Investing Activities | 137,805 | |
Cash Flows from Financing Activities | ||
Cash proceeds from affiliate | 80,137 | |
Cash advance from director | 11,210 | 8,526 |
Drawdowns of borrowings | 40,000 | |
Cash proceeds from issuance of shares | 981,009 | |
Net Cash Flows Provided by Financing Activities | 1,032,219 | 88,663 |
Net Increase in Cash and Cash Equivalents | 439,846 | |
Cash and Cash Equivalents, Beginning of the Year | 0 | |
Cash and Cash Equivalents, End of the Year | 439,846 | 0 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for Income Taxes | (6,887) | |
Cash paid for Interest | $ (1,026) | |
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 “NHEL”) was incorporated under the laws of the State of Nevada on July 10, 2014 (Inception date). The Company has developed web-based business and launched itself into the healthcare industry. The Company has plans to provide through its subsidiaries, retail nutritional supplements, organic foods, personal care, and other health care products. The company has positioned itself to be a fully integrated nutraceutical biotechnology company offering products and related services through healthcare practitioners and direct-to-consumers. The company now owns a research & development laboratory in Malaysia, franchisee management services company and an Australia manufacturing facility producing practitioner only naturopathic and homeopathic medicines. On November 30, 2016, the Company filed a certificate of amendment to its articles of incorporation with the Nevada Secretary of State to change its name from Amber Group Inc. to Natural Health Farm Holdings Inc. and effectuated a 30:1 forward stock split of its common stock and increased its authorized share capital to 500,000,000 (Five Hundred Million). This amendment was unanimously approved by the Company’s board of directors on November 29, 2016, and with the stockholders holding a majority of the Company’s voting power. On March 16, 2017, Financial Industry Regulatory Authority (FINRA) approved the corporate name change to Natural Health Farm Holdings Inc., approved the increase in the Company’s authorized shares of common stock to 500,000,000 shares, and approved 30:1 forward stock split effective March 17, 2017. The new trading symbol for our common stock is “NHEL”. On January 31, 2018, the company acquired the total outstanding share of NHF International Limited at USD$1. Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd become wholly subsidiaries of the Group. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $517,300. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing. The corporate structure is depicted below: Basis of Presentation These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Basis of Consolidation The condensed consolidated financial statements include the accounts of Natural Health Farm Holdings Inc. and all controlled subsidiaries. All intercompany transactions and balances have been eliminated. The condensed consolidated financial statements as of September 30, 2018 and for the year ended September 30, 2018, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the Company's condensed consolidated financial position, results of operations, statements of comprehensive income, and statements of stockholders' equity and cash flows for all periods presented. Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company recorded a total comprehensive loss of $971,558 for the year ended September 30, 2018 and has an accumulated deficit of $1,067,080 as of September 30, 2018. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
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 $439,846 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. Equipment Costs Equipment costs include direct costs incurred for purchase of fixed assets and payments made to independent suppliers. The Company accounts for equipment costs in accordance with the FASB guidance for the costs of equipment to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). As for the equipment costs, they are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis. Revenue Recognition and Concentrations We generate revenue from licensing and other software services from our web-based software to distributors and retailers of nutritional supplements in the healthcare industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. Through our subsidiary, Natural Tech R&D Sdn. Bhd., we generate revenue from the sales of health supplement and other health food products, as well as in providing laboratory analytical testing services. As for NHF Management & Business Sdn Bhd, we generate revenue in providing franchisee management and consultation services to client. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at 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 |
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PLANT AND EQUIPMENT | NOTE 3 – PLANT AND EQUIPMENT The Company purchased web-based naturopathic learning management system computer software, developed by a third party, to educate users with the health-related products for various illnesses, and how the Company’s learning systems could be used to improve their general wellbeing. The amount capitalized include direct costs incurred in developing the software purchased from the third party. The following table presents details of our computer software costs as of September 30, 2018 and 2017: Balance at September 30, 2017 Additions and consolidated through merger of subsidiaries Amortization Balance at September 30, 2018 Plant and equipment $ - $ 195,452 $ (35,973 ) $ 159,479 Plant and equipment costs are being amortized on a straight-line basis over their estimated life of three years. The future amortization expense of equipment costs as of September 30, 2018 are to be recorded in accordance with their estimated useful lives. |
OTHER INVESTMENTS
OTHER INVESTMENTS | 12 Months Ended |
Sep. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
OTHER INVESTMENTS | NOTE 4 – OTHER INVESTMENTS Other investments amounting to $93,580 as at September 30, 2018, represents unquoted investments carried at amortized costs. |
ACCOUNT PAYABLES AND ACCRUED EX
ACCOUNT PAYABLES AND ACCRUED EXPENSES | 12 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNT PAYABLES AND ACCRUED EXPENSES | NOTE 5 – ACCOUNT PAYABLES AND ACCRUED EXPENSES Account payables as at September 30, 2018 and September 30, 2017 totaled $71,678 and $0, respectively while the accrued expenses as of September 30, 2018 and September 30, 2017 totaled $36,720 and $0, respectively. |
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 $11,210 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 Other payables – related parties $ 299,309 $ 80,137 Deferred revenue - related parties 57,341 - Total $ 356,650 $ 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 $11,210 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 former 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). 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. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 11 – RELATED PARTIES Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 12 – INCOME TAX For the year ended September 30, 2018 and 2017 the local (United States) and foreign components loss before income taxes were comprised of the following: September 30, 2018 September 30, 2017 Local tax jurisdiction $ (1,127,212 ) $ (89,359 ) Foreign tax jurisdiction: Malaysia $ 180,264 $ - Loss Before Provision for Income Tax $ (946,948 ) $ (89,359 ) Reconciliation of tax expense and the accounting profit multiplied by U.S’s domestic tax rate for 2018 and 2017: September 30, 2018 September 30, 2017 Loss Before Provision for Income Tax $ (946,948 ) $ (89,359 ) Tax at statutory tax rate of 21% (2017: 35%) (198,859 ) (31,276 ) Effect of tax rates in foreign jurisdictions $ 12,970 $ - Temporary difference not recognized 238,351 31,276 Expenses not deductible for tax purposes 1,785 Tax incentives (#) (52,581 ) Provision for Income Tax $ 1,666 $ - The Company is a U.S. entity and is subject to the United States federal income tax however no provision for income taxes in the United States has been made as the Company had no United States taxable income for the year ended September 30, 2019. The tax expense of $1,666 (2017: $ Nil) is arising from Malaysian entities carry a corporate tax rate of 18%. The provision for income tax consists of the following: September 30, 2018 September 30, 2017 Tax expense - Local $ - $ - - Foreign (#) 1,666 - Provision for Income Tax $ 1,666 $ - (#) Lower effective tax rate is notably from Malaysian entities was due to Natural Tech R&D Sdn. Bhd. was granted BioNexus Status by the Malaysian Biotechnology Corporation Sdn. Bhd. and Malaysia’s Ministry of Finance. With this tax incentives, the entire statutory business income is exempted from tax for a period of 10 consecutive years of assessment with effect from 25 th |
RESTATEMENT
RESTATEMENT | 12 Months Ended |
Sep. 30, 2018 | |
Restatement | |
RESTATEMENT | NOTE 13 – RESTATEMENT On January 31, 2018, the company acquired the total outstanding share of NHF International Limited, an investment holding company, at USD$1 Upon the completion of the acquisition, its subsidiaries, both Natural Tech R&D Sdn Bhd and NHF Management & Business Sdn Bhd, in turn, became wholly-owned subsidiaries of the Company. As this transaction is business combination under common control, as deliberated and determined by Directors of the Company, difference between purchase considerations and net tangible assets acquired is recorded in merger reserves which amounted to $529,329. Natural Tech R&D Sdn Bhd, a BioNexus Status Company in Malaysia, specializes in research and development, cultivation, extraction and commercialization of nutraceuticals based on medicinal fungi and NHF Management & Business Sdn Bhd, providing franchisee management services and consultation, such as point-of-sales system, resources, branding and marketing. The following balances and amounts in the initial financial statements announced on 28 December 2018 were inadvertently reported on the condensed consolidated balance sheets and condensed consolidated statements of operations. The effects of correction of errors are disclosed as below: Condensed Consolidated Balance Sheets As previously reported Adjustments arising from As restated $ $ $ Current assets 28,002 750,693 778,695 Non-current assets 30,781 222,278 253,059 Total assets 58,783 972,971 1,031,754 Current liabilities 285,123 279,829 564,952 Non-current liabilities - 8,159 8,159 Total liabilities 285,123 287,988 573,111 Share Capital 161,555 - 161,555 Reserves (387,895 ) 684,983 297,088 Total equity (226,340 ) 684,983 458,643 Condensed Consolidated Statement of Operations For the Year Ended September 30, 2018 As previously reported Adjustments arising from merger of subsidiaries As restated $ $ $ Revenues – related parties 21,659 630,708 652,367 Revenues – third parties 32,106 85,496 117,602 Total revenues 53,765 716,204 769,969 Cost of Goods Sold (14,669 ) (348,178 ) (362,847 ) Gross Profit 39,096 368,026 407,122 Total Operating Expenses (1,165,282 ) (189,180 ) (1,354,462 ) Loss From Operations (1,126,186 ) 178,846 (947,340 ) Other income - 1,418 1,418 Finance costs (1,026 ) - (1,026 ) Loss Before Tax (1,127,212 ) 180,264 (946,948 ) Tax expense - (1,666 ) (1,666 ) Net Loss (1,127,212 ) 178,598 (948,614 ) Other comprehensive expenses Foreign currency translation differences - (22,944 ) (22,944 ) Total comprehensive expense for the year (1,127,212 ) 155,654 (971,558 ) The above restatements do not have any significant impact to the basic and dilutive net loss per share as compared to initial announcement on 28 December 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On December 3, 2018, the Company agreed to purchase 51% of the issued and outstanding capital stock of Prema Life Pty Ltd and 60% of the issued and outstanding capital stock of GGLG Properties Pty Ltd, collectively in exchange for 304,500 shares of the Company’s common stock. On December 28, 2018, the parties mutually agreed to extend the closing date of the purchase transaction on January 1, 2019. The Company issued 304,500 shares of its common stock on December 3, 2018 in good faith for consummating the purchase. These newly acquired entities were consolidated since 1 January 2019. Management has evaluated subsequent events through September 30, 2018, the date the financial statements were available to be issued, noting no items that would impact the accounting for events or transactions in the current period or require additional disclosure. |
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 $439,846 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. |
Equipment Costs | Equipment Costs Equipment costs include direct costs incurred for purchase of fixed assets and payments made to independent suppliers. The Company accounts for equipment costs in accordance with the FASB guidance for the costs of equipment to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). As for the equipment costs, they are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Computer software costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to computer software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized computer software costs are amortized on the straight-line method over a thirty-six months period. The Company evaluates the future recoverability of capitalized computer software costs on an annual basis. |
Revenue Recognition and Concentrations | Revenue Recognition and Concentrations We generate revenue from licensing and other software services from our web-based software to distributors and retailers of nutritional supplements in the healthcare industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues. Through our subsidiary, Natural Tech R&D Sdn. Bhd., we generate revenue from the sales of health supplement and other health food products, as well as in providing laboratory analytical testing services. As for NHF Management & Business Sdn Bhd, we generate revenue in providing franchisee management and consultation services to client. |
Concentration of Risk | 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 $ - $ - $ - |
PLANT AND EQUIPMENT (Tables)
PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [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 and consolidated through merger of subsidiaries Amortization Balance at September 30, 2018 Plant and equipment $ - $ 195,452 $ (35,973 ) $ 159,479 |
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 Other payables – related parties $ 299,309 $ 80,137 Deferred revenue - related parties 57,341 - Total $ 356,650 $ 80,137 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of note payable | Note payable consist of: Balance at Balance at 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 Disclosure [Abstract] | |
Schedule of foreign components loss | For the year ended September 30, 2018 and 2017 the local (United States) and foreign components loss before income taxes were comprised of the following: September 30, 2018 September 30, 2017 Local tax jurisdiction $ (1,127,212 ) $ (89,359 ) Foreign tax jurisdiction: Malaysia $ 180,264 $ - Loss Before Provision for Income Tax $ (946,948 ) $ (89,359 ) |
Schedule of reconciliation of tax expense | Reconciliation of tax expense and the accounting profit multiplied by U.S’s domestic tax rate for 2018 and 2017: September 30, 2018 September 30, 2017 Loss Before Provision for Income Tax $ (946,948 ) $ (89,359 ) Tax at statutory tax rate of 21% (2017: 35%) (198,859 ) (31,276 ) Effect of tax rates in foreign jurisdictions $ 12,970 $ - Temporary difference not recognized 238,351 31,276 Expenses not deductible for tax purposes 1,785 Tax incentives (#) (52,581 ) Provision for Income Tax $ 1,666 $ - |
Schedule of income tax expense | The provision for income tax consists of the following: September 30, 2018 September 30, 2017 Tax expense - Local $ - $ - - Foreign (#) 1,666 - Provision for Income Tax $ 1,666 $ - |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Restatement | |
Schedule of condensed consolidated balance sheets | Condensed Consolidated Balance Sheets As previously reported Adjustments arising from As restated $ $ $ Current assets 28,002 750,693 778,695 Non-current assets 30,781 222,278 253,059 Total assets 58,783 972,971 1,031,754 Current liabilities 285,123 279,829 564,952 Non-current liabilities - 8,159 8,159 Total liabilities 285,123 287,988 573,111 Share Capital 161,555 - 161,555 Reserves (387,895 ) 684,983 297,088 Total equity (226,340 ) 684,983 458,643 |
Schedule of condensed consolidated statement of operations | Condensed Consolidated Statement of Operations For the Year Ended September 30, 2018 As previously reported Adjustments arising from merger of subsidiaries As restated $ $ $ Revenues – related parties 21,659 630,708 652,367 Revenues – third parties 32,106 85,496 117,602 Total revenues 53,765 716,204 769,969 Cost of Goods Sold (14,669 ) (348,178 ) (362,847 ) Gross Profit 39,096 368,026 407,122 Total Operating Expenses (1,165,282 ) (189,180 ) (1,354,462 ) Loss From Operations (1,126,186 ) 178,846 (947,340 ) Other income - 1,418 1,418 Finance costs (1,026 ) - (1,026 ) Loss Before Tax (1,127,212 ) 180,264 (946,948 ) Tax expense - (1,666 ) (1,666 ) Net Loss (1,127,212 ) 178,598 (948,614 ) Other comprehensive expenses Foreign currency translation differences - (22,944 ) (22,944 ) Total comprehensive expense for the year (1,127,212 ) 155,654 (971,558 ) |
NATURE OF OPERATIONS, LIQUIDI_2
NATURE OF OPERATIONS, LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 31, 2018 |
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 | $ (971,558) | $ (89,359) | ||
Accumulated deficit | (1,067,080) | (118,466) | ||
Net cash used in operating activities | (730,178) | $ (88,663) | ||
Number of shares outstanding | 1 | |||
Merger reserves | $ 529,329 | $ 517,300 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value | ||
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets and liabilities at fair value |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | |||
Cash balance | $ 439,846 | $ 0 | |
Useful life of computer software | 3 years | ||
Number of vested shares | 300,000 | 300,000 | |
allowance for doubtful accounts | $ 0 | $ 0 |
PLANT AND EQUIPMENT (Details)
PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Balance at beginning | ||
Additions and consolidated through merger of subsidiaries | 195,452 | |
Amortization | (35,973) | |
Balance at end | $ 159,479 |
PLANT AND EQUIPMENT (Details Na
PLANT AND EQUIPMENT (Details Narrative) | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 3 years |
OTHER INVESTMENTS (Details Narr
OTHER INVESTMENTS (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Payables and Accruals [Abstract] | ||
Other investments | $ 93,580 |
ACCOUNT PAYABLES AND ACCRUED _2
ACCOUNT PAYABLES AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Accrued Expenses | ||
Account payable | $ 71,678 | $ 0 |
Accrued expense | $ 36,720 | $ 0 |
PAYABLE TO AFFILIATES (Details)
PAYABLE TO AFFILIATES (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Payable To Affiliates | ||
Other payables - related parties | $ 299,309 | $ 80,137 |
Deferred revenue - related parties | 57,341 | |
Total | $ 356,650 | $ 80,137 |
PAYABLE TO AFFILIATES (Details
PAYABLE TO AFFILIATES (Details Narrative) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Payable To Affiliates | ||
Advance from director | $ 11,210 | $ 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 | $ 11,210 | $ 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% | |||||||
Two Officers [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Value of shares issued | $ 300,000 | |||||||
Number of shares issued | shares | 150,000 | |||||||
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 | |||||||
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 | |||||||
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 |
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 |
Number 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 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jul. 02, 2018 | Jun. 21, 2018 | May 30, 2018 | May 16, 2018 | Feb. 01, 2018 | Nov. 30, 2016 | Sep. 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 | 161,555,000 | 150,150,000 | |||||||
Common stock, outstanding | 161,555,000 | 150,150,000 | |||||||
Two Officers [Member] | |||||||||
Value of shares issued | $ 300,000 | ||||||||
Number of shares issued | 150,000 | ||||||||
Business Advisory Services [Member] | Consulting Agreements [Member] | |||||||||
Value of shares issued | $ 50,000 | ||||||||
Number of shares issued | 85,000 | ||||||||
Three Officers/Directors [Member] | |||||||||
Value of shares issued | $ 271,061 | ||||||||
Shareholders [Member] | Share Exchange Agreement [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 | ||||||||
Two Contractors [Member] | Consulting Agreements [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 |
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 | ||
Non-employees [Member] | |||
Expected Term | 5 years | ||
Employees and Directors [Member] | |||
Expected Term | 2 years 6 months | ||
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 | |
Local tax jurisdiction | $ (1,127,212) | $ (89,359) |
Foreign tax jurisdiction: | ||
Loss Before Provision for Income Tax | (946,948) | (89,359) |
MALAYSIA | ||
Foreign tax jurisdiction: | ||
Foreign tax expenses | $ 180,264 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Tax expense | ||
Local | ||
Foreign | 1,666 | |
Provision for Income Tax | $ 1,666 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Income Tax | |||
Loss Before Provision for Income Tax | $ (946,948) | $ (89,359) | |
Tax at statutory tax rate of 21% (2017: 35%) | (198,859) | (31,276) | |
Effect of tax rates in foreign jurisdictions | 12,970 | ||
Temporary difference not recognized | 238,351 | 31,276 | |
Expenses not deductible for tax purposes | 1,785 | ||
Tax incentives | [1] | (52,581) | |
Provision for Income Tax | $ 1,666 | ||
[1] | Lower effective tax rate is notably from Malaysian entities was due to Natural Tech R&D Sdn. Bhd. was granted BioNexus Status by the Malaysian Biotechnology Corporation Sdn. Bhd. and Malaysia's Ministry of Finance. With this tax incentives, the entire statutory business income is exempted from tax for a period of 10 consecutive years of assessment with effect from 25th May 2010. |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Tax expense | $ 1,666 | |
Malaysian Entities [Member] | ||
Federal income tax rates | 18.00% | |
Tax expense | $ 1,666 | $ 0 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets | $ 778,695 | ||
Non-current assets | 253,059 | ||
Total assets | 1,031,754 | 0 | |
Current liabilities | 564,952 | 80,137 | |
Non-current liabilities | 8,159 | ||
Total liabilities | 573,111 | 80,137 | |
Share Capital | 161,555 | 150,150 | |
Reserves | 297,088 | ||
Total equity | 458,643 | $ (80,137) | $ (5,007) |
As Previously Reported [Member] | |||
Current assets | 28,002 | ||
Non-current assets | 30,781 | ||
Total assets | 58,783 | ||
Current liabilities | 285,123 | ||
Non-current liabilities | |||
Total liabilities | 285,123 | ||
Share Capital | 161,555 | ||
Reserves | (387,895) | ||
Total equity | (226,340) | ||
Adjustments Arising From Merger Of Subsidiaries [Member] | |||
Current assets | 750,693 | ||
Non-current assets | 222,278 | ||
Total assets | 972,971 | ||
Current liabilities | 279,829 | ||
Non-current liabilities | 8,159 | ||
Total liabilities | 287,988 | ||
Share Capital | |||
Reserves | 684,983 | ||
Total equity | $ 684,983 |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Total revenues | $ 769,969 | |
Cost of Goods Sold | (362,847) | |
Gross Profit | 407,122 | |
Total Operating Expenses | (1,354,462) | (89,359) |
Loss From Operations | (947,340) | (89,359) |
Other income | 1,418 | |
Finance costs | (1,026) | |
Loss Before Tax | (946,948) | (89,359) |
Tax expense | (1,666) | |
Net Loss | (971,558) | (89,359) |
Other comprehensive expenses | ||
Foreign currency translation differences | (22,944) | |
Total comprehensive expense for the year | (971,558) | |
Revenue from related parties [Member] | ||
Total revenues | 652,367 | |
Revenue from non related parties [Member] | ||
Total revenues | 117,602 | |
As Previously Reported [Member] | ||
Total revenues | 53,765 | |
Cost of Goods Sold | (14,669) | |
Gross Profit | 39,096 | |
Total Operating Expenses | (1,165,282) | |
Loss From Operations | (1,126,186) | |
Other income | ||
Finance costs | (1,026) | |
Loss Before Tax | (1,127,212) | |
Tax expense | ||
Net Loss | (1,127,212) | |
Other comprehensive expenses | ||
Foreign currency translation differences | ||
Total comprehensive expense for the year | (1,127,212) | |
As Previously Reported [Member] | Revenue from related parties [Member] | ||
Total revenues | 21,659 | |
As Previously Reported [Member] | Revenue from non related parties [Member] | ||
Total revenues | 32,106 | |
Adjustments Arising From Merger Of Subsidiaries [Member] | ||
Total revenues | 716,204 | |
Cost of Goods Sold | (348,178) | |
Gross Profit | 368,026 | |
Total Operating Expenses | (189,180) | |
Loss From Operations | 178,846 | |
Other income | 1,418 | |
Finance costs | ||
Loss Before Tax | 180,264 | |
Tax expense | (1,666) | |
Net Loss | 178,598 | |
Other comprehensive expenses | ||
Foreign currency translation differences | (22,944) | |
Total comprehensive expense for the year | 155,654 | |
Adjustments Arising From Merger Of Subsidiaries [Member] | Revenue from related parties [Member] | ||
Total revenues | 630,708 | |
Adjustments Arising From Merger Of Subsidiaries [Member] | Revenue from non related parties [Member] | ||
Total revenues | $ 85,496 |
RESTATEMENT (Details Narrative)
RESTATEMENT (Details Narrative) - USD ($) | Sep. 30, 2018 | Jan. 31, 2018 |
Restatement | ||
Merger reserves | $ 529,329 | $ 517,300 |
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 | |
Number of share issues for consummating the purchase | 304,500 | |
GGLG Properties Pty Ltd [Member] | Subsequent Event [Member] | ||
Percentage of voting interest | 60.00% | |
Prema Life Pty Ltd [Member] | Subsequent Event [Member] | ||
Percentage of voting interest | 51.00% |