Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Jan. 09, 2014 | Mar. 31, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'CREATIVE LEARNING Corp | ' | ' |
Entity Central Index Key | '0001394638 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--09-30 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $6,421,000 |
Entity Common Stock, Shares Outstanding | ' | 11,809,409 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Current Assets: | ' | ' |
Cash | $2,004,947 | $1,041,786 |
Accounts receivable, less allowance for doubtful accounts of $10,000 and $12,000, respectively | 310,150 | 195,493 |
Prepaid expenses | 826 | 26,334 |
Other receivables | 94,301 | 72,109 |
Deferred tax asset | 1,058 | ' |
Total current assets | 2,411,282 | 1,366,626 |
Note receivable from related party | 70,000 | 0 |
Other receivables - net of current portion | 37,491 | 30,904 |
Property and equipment, net of accumulated depreciation of $60,073 and $29,805, respectively | 294,863 | 283,522 |
Intangible assets | 95,270 | 25,250 |
Deposits | 15,000 | 32,619 |
Total Assets | 2,923,906 | 1,708,017 |
Current Liabilities: | ' | ' |
Accounts payable - related party | 5,690 | 16,771 |
Accounts payable - other | 171,889 | 163,171 |
Payroll accruals | 13,105 | 11,878 |
Unearned revenue | 35,900 | ' |
Accrued marketing fund | 100,754 | 90,155 |
Customer deposits | 120,001 | 47,500 |
Income tax payable | 13,131 | ' |
Notes Payable: Related parties | ' | 40,000 |
Notes Payable: Other | 3,560 | 3,500 |
Total current liabilities | 484,030 | 372,975 |
Other payables - net of current portion | 5,297 | ' |
Total Liabilities | 489,327 | 372,975 |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; -0- and -0- shares issued and outstanding, respectively | ' | ' |
Common stock, $0.0001 par value; 50,000,000 shares authorized; 11,809,409 and 11,556,075 shares issued and outstanding, respectively | 1,181 | 1,155 |
Additional paid in capital | 2,157,673 | 2,006,118 |
Retained earnings (deficit) | 275,725 | -672,231 |
Total Stockholders' Equity (Deficit) | 2,434,579 | 1,335,042 |
Total Liabilities & Stockholders' Equity (Deficit) | $2,923,906 | $1,708,017 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Current Assets: | ' | ' |
Allowance for doubtful accounts | $10,000 | $12,000 |
Accumulated depreciation | $60,073 | $29,805 |
Stockholders' Equity | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 50,000,000 | 50,000,000 |
Common stock, Issued | 11,809,409 | 11,556,075 |
Common stock, outstanding | 11,809,409 | 11,556,075 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Revenues | ' | ' |
Initial franchise fees | $3,700,221 | $2,793,624 |
Royalties and marketing fees | 995,900 | 479,860 |
Corporate Creativity Center Sales | 124,598 | 143,783 |
Total revenues | 4,820,719 | 3,417,267 |
Operating expenses: | ' | ' |
Franchise consulting and commissions - related parties | 746,226 | 583,617 |
Franchise consulting and commissions - Other | 976,776 | 905,031 |
Franchise training and expenses - related parties | ' | 12,400 |
Franchise training and expenses - other | 272,125 | 124,552 |
Salaries and payroll taxes | 539,982 | 397,250 |
Advertising | 455,108 | 324,230 |
Professional fees | 97,886 | 161,429 |
Office expense | 158,964 | 137,480 |
Depreciation | 30,267 | 18,525 |
Stock-based compensation | 108,280 | 12,550 |
Other general and administrative expenses | 389,348 | 157,707 |
Total Operating expenses | 3,774,962 | 2,834,771 |
Income from operations | 1,045,757 | 582,496 |
Other income (expense): | ' | ' |
Interest (expense): | -4,882 | ' |
Other income (expense) | -80,846 | 22,314 |
Total Other Income (expense) | -85,728 | 22,314 |
Income before provision for income taxes | 960,029 | 604,810 |
Provision for income taxes (Note 1) | 12,073 | ' |
Net income | $947,956 | $604,810 |
Net Income per share | ' | ' |
Basic | $0.08 | $0.05 |
Basic Weighted average number of common shares outstanding | 11,675,102 | 11,445,492 |
Diluted | $0.08 | ' |
Diluted Weighted average number of common shares outstanding | 11,678,873 | ' |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Total |
Beginning Balance, Amount at Sep. 30, 2011 | $1,029 | $1,975,445 | ($1,277,040) | $699,434 |
Beginning Balance, Shares at Sep. 30, 2011 | 10,288,575 | ' | ' | ' |
Stock issued under exchange agreement (Note 2), Amount | 126 | -126 | ' | 0 |
Stock issued under exchange agreement (Note 2), Shares | 1,260,000 | ' | ' | ' |
Compensatory stock issuances (Note 7), Amount | 1 | 8,799 | ' | 8,800 |
Compensatory stock issuances (Note 7), Shares | 11,000 | ' | ' | ' |
Cancellation of prior shares issued erroneously (Note 7), Amount | -3 | 3 | ' | ' |
Cancellation of prior shares issued erroneously (Note 7), Shares | -33,500 | ' | ' | ' |
Stock issued as payment for liabilities (Note 7), Amount | 0 | 3,750 | ' | 3,750 |
Stock issued as payment for liabilities (Note 7), Shares | 5,000 | ' | ' | ' |
Stock issued for busiess acquisition (Note 7), Amount | 2 | 18,248 | ' | 18,250 |
Stock issued for busiess acquisition (Note 7), Shares | 25,000 | ' | ' | ' |
Net income | ' | ' | 604,810 | 604,810 |
Ending Balance, Amount at Sep. 30, 2012 | 1,155 | 2,006,118 | -672,230 | 1,335,044 |
Ending Balance, Shares at Sep. 30, 2012 | 11,556,075 | ' | ' | ' |
Compensatory stock issuances (Note 7), Amount | 6 | 32,995 | ' | 33,000 |
Compensatory stock issuances (Note 7), Shares | 55,000 | ' | ' | ' |
Stock issued for busiess acquisition (Note 7), Amount | 4 | 23,296 | ' | 23,300 |
Stock issued for busiess acquisition (Note 7), Shares | 45,000 | ' | ' | ' |
Stock issued as payment on notes payables (Note 7), Amount | 2 | 19,997 | ' | 20,000 |
Stock issued as payment on notes payables (Note 7), Shares | 20,000 | ' | ' | ' |
Replacement of prior shares issued erroneously (Note 7), Amount | 7 | 38,660 | ' | 38,667 |
Replacement of prior shares issued erroneously (Note 7), Shares | 66,667 | ' | ' | ' |
Adjustment to correct share counts (Note 7), Amount | 7 | 29,993 | ' | 30,000 |
Adjustment to correct share counts (Note 7), Shares | 66,667 | ' | ' | ' |
Stock options expense (Note 9) | ' | 6,613 | ' | 6,613 |
Net income | ' | ' | 947,955 | 947,955 |
Ending Balance, Amount at Sep. 30, 2013 | $1,181 | $2,157,673 | $275,725 | $2,434,579 |
Ending Balance, Shares at Sep. 30, 2013 | 11,809,409 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net income | $947,956 | $604,810 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation | 30,267 | 18,525 |
Compensatory equity issuances | 108,280 | 12,550 |
Bad debt expense | 11,036 | ' |
Write-off of note receivable | 23,000 | ' |
Gain on sale of territory | -7,553 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -125,703 | -106,488 |
Accounts payables | -2,363 | 99,308 |
Accrued liabilities | 1,228 | ' |
Accrued marketing funds | 10,599 | 145,409 |
Customer deposits | 72,501 | ' |
Deferred tax asset | -1,058 | ' |
Deposits | 17,619 | ' |
Income tax payable | 13,131 | ' |
Other receivables | -28,779 | -125,895 |
Prepaid Expenses | 9,890 | -26,334 |
Unearned revenue | 35,900 | ' |
Net cash provided by operating activities | 1,115,952 | 621,885 |
Cash flows from investing activities: | ' | ' |
Property and equipment purchases | -25,991 | -144,429 |
Intangible asset purchases | -56,800 | -7,000 |
Note receivable from related party | -70,000 | 10,000 |
Net cash used in investing activities | -152,791 | -141,429 |
Cash flows from financing activities: | ' | ' |
Notes payable | ' | 43,500 |
Net cash provided by financing activities | ' | 43,500 |
Net change in cash | 963,161 | 523,956 |
Cash, beginning of period | 1,041,786 | 517,830 |
Cash, end of period | 2,004,947 | 1,041,786 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during the period for: income taxes | ' | ' |
Cash paid during the period for: interest | 4,882 | ' |
Supplemental non-cash investing and financing activities: | ' | ' |
Common stock issued for intangible assets | 23,300 | 18,250 |
Reclassification of prepaid expenses | 15,618 | ' |
Common stock issued to settle note payable | $20,000 | ' |
Nature_of_Organization_and_Sum
Nature of Organization and Summary of Significant Accounting Policies | 12 Months Ended | |
Sep. 30, 2013 | ||
Notes to Financial Statements | ' | |
1. Nature of Organization and Summary of Significant Accounting Policies | ' | |
Nature of Organization | ||
Creative Learning Corporation (“CLC” or the “Company”), formerly B2 Health, Inc., was incorporated March 8, 2006 in the State of Delaware. BFK Franchise Company LLC (“BFKF”) was formed in the State of Nevada on May 19, 2009. Effective July 2, 2010, CLC was acquired by BFKF in a transaction classified as a reverse acquisition.CLC concurrently changed its name from B2 Health, Inc. to Creative Learning Corporation. The financial statements represent the activity of BFKF from May 19, 2009 forward, and the consolidated activity of BFKF and CLC from July 2, 2010 forward. BFKF and CLC are hereinafter referred to collectively as the "Company". | ||
In addition to the accounts of CLC and BFKF, the accompanying consolidated financial statements include the accounts of CLC’s subsidiaries, BFK Development Company LLC (“BFKD”) from November 25, 2009 (BFKD’s inception) forward, CI Franchise Company LLC (“CI”) from September 14, 2012 (CI’s inception) forward, and Sew Fun Franchise Company LLC (SF) from January 8, 2013 (SF’s inception) forward. | ||
BFKF held a 50% ownership interest in BFKD from November 25, 2009 through October 2, 2010. On October 3, 2010, the BFKF acquired the 50% noncontrolling interest in BFKD. Immediately following the acquisition of the noncontrolling interest, BFKF transferred its 100% interest in BFKD to CLC. | ||
Creative Learning Corporation operates wholly owned subsidiaries BFK FRANCHISE COMPANY, LLC, CI FRANCHISE COMPANY, LLC AND SEW FUN FRANCHISE COMPANY, LLC under the trade names Bricks 4 Kidz®, Challenge Island®, and Sew Fun Studios™ respectively, that offer children's enrichment and education franchises. | ||
Basis of Presentation | ||
The Company uses the accrual basis of accounting and is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes that the disclosures made are adequate to make the information presented not misleading. The information reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods set forth herein. | ||
Principles of Consolidation | ||
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Fiscal year | ||
The Company operates on a September 30 fiscal year-end. | ||
Use of Estimates | ||
The preparation of financial statements in accordance with generally accepted accounting principles permits management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Reclassifications | ||
Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation and to correct prior year errors. The reclassifications did not have any effect on the prior year net income. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at September 30, 2013 and 2012.The Company had cash of $2,004,947 and $1,041,786 as of September 30, 2013 and 2012, respectively. | ||
Accounts Receivable | ||
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At September 30, 2013 and 2012, the Company’s allowance for doubtful accounts totaled $10,000, and $12,000, respectively. | ||
Property, Equipment and Depreciation | ||
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, which range from three to forty years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal. | ||
Fair Value of Financial Instruments | ||
The carrying amounts of cash, accounts and notes receivable, prepaid expenses, property and equipment, intangible assets, deposits, and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments. | ||
The FASB Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: | ||
Level 1: | Quoted prices in active markets for identical assets or liabilities. | |
Level 2: | Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. | |
Level 3: | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | ||
Long-Lived Assets | ||
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. | ||
Revenue Recognition | ||
Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured. | ||
Since these franchises are primarily a mobile concept and do not require finding locations or construction, the franchisees can begin operations as soon as they leave training. The franchise fees are fully collectible and nonrefundable as of the date of the signing of the franchise agreement, but the franchise fees are not recognized as revenue until initial training has been completed and when substantially all of the services required by the franchise agreement have been fulfilled by the Company in accordance with GAAP. Royalties and marketing fees are recognized as earned. | ||
As of September 30, 2013 the Company had $35,900 in unearned revenue for franchise fees collected but not yet earned per the revenue recognition policy. | ||
As of September 30, 2012 the Company had $-0- in unearned revenue for franchise fees collected but not yet earned per the revenue recognition policy. | ||
Advertising Costs | ||
Advertising costs are expensed as incurred. The Company incurred advertising costs for the years ended September 30, 2013 and 2012 of $455,108 and $324,230, respectively. | ||
Income Taxes | ||
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | ||
Net earnings (loss) per share | ||
ASC 260-10-45, “Earnings Per Share”, requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. When the company is in loss position, no dilutive effect is considered. | ||
Stock-based compensation | ||
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. | ||
Recent accounting pronouncements | ||
The Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures. |
Reverse_Acquisition
Reverse Acquisition | 12 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
2. Reverse Acquisition | ' |
On July 2, 2010 Creative Learning Corporation entered into an agreement to exchange securities (the "Agreement") with BFK Franchise Company LLC, acquiring 100% of the outstanding membership interests of BFK Franchise Company LLC through the Agreement calling for the issuance of 9,000,000 shares of its common stock. During the years ended September 30, 2011 and 2010, 5,240,000 and 1,557,000 shares were issued under the Agreement, with 2,203,000 shares remaining to be issued as of September 30, 2011 and -0- shares remaining at September 30, 2012. The transaction was accounted for as a reverse acquisition as the members of BFK Franchise Company LLC retained the majority of the outstanding common stock of Creative Learning Corporation after the share exchange. Effective with the Agreement, the Company's stockholders' equity was retroactively recapitalized as that of BFK Franchise Company LLC, while 100% of the net liabilities of Creative Learning Corporation valued at $200,330 consisting of accounts payable of $26,330 and stock subscriptions payable $174,000, were recorded as being acquired in the reverse acquisition for its 713,000 outstanding common shares. The net liabilities acquired of $200,330 combined with the stock value of $962,500 based on market price on the acquisition date led to the Company recognizing goodwill on the transaction of $1,162,880, which was immediately written off. Subsequent to the July 2, 2010 recapitalization, Creative Learning Corporation and BFK Franchise Company LLC remain separate legal entities (with Creative Learning Corporation as the parent of BFK Franchise Company LLC). The accompanying consolidated financial statements exclude the financial position, results of operations and cash flows of Creative Learning Corporation prior to the July 2, 2010. Creative Learning Corporation concurrent with the transaction changed its name from B2 Health, Inc. to Creative Learning Corporation. Effective with the July 2, 2010 Agreement the Company sold its 100% owned subsidiary Back 2 Health, Ltd. to a company related by common control for a nominal fee. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Sep. 30, 2013 | ||
Notes to Financial Statements | ' | |
3. Related Party Transactions | ' | |
During the years ended September 30, 2013 and 2012, the Company paid related parties (companies related by common control) for the following expenses: | ||
● | $758,226 and $583,617, respectively, for franchise consulting and commissions; | |
● | $-0- and $12,400, respectively, for franchise training and expenses; | |
As of September 30, 2013, the Company owed related parties $5,690 for franchise commissions. This liability is reported in the accompanying consolidated financial statements as Accounts payable, related party. | ||
As of September 30, 2012, the Company owed related parties $16,771 for franchise commissions and other charges. This liability is reported in the accompanying consolidated financial statements as Accounts payable, related party. | ||
In September of 2012, the Company issued a non-interest bearing promissory note of $40,000 to a related party for consulting services payable by issuance of 40,000 shares of the Company’s common stock. As of September 30, 2013 and 2012, the remaining balance on this promissory note was $20,000 and $40,000, respectively. During the year ended September 30, 2013, paymentof $20,000 was satisfied with the issuance of 20,000 shares.This liability is reported in the accompanying financial statements as Notes Payable - related parties, and the remaining balance will be paid with the issuance of 20,000 common shares in Fiscal year 2014. | ||
In June of 2013, the Company issued 50,000 stock options (25,000 each to an officer/director and an employee) at an option price of $0.60 per share, with an expiration date of December 31, 2015, resulting in a $6,612 stock option expense to the Company using the Black Scholes model. See note 11. | ||
In July of 2013, the Company issued a $70,000 loan to a related party company, personally guaranteed by the related party, at 6% interest, monthly interest only payments and fully due and payable by July 1, 2015. The Note is convertible up to the maturity date to unrestricted shares in the related party company for any unpaid balance at $0.35 per share. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
4. Property and Equipment | ' | ||||||||
Property and equipment consisted of the following: | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Software | $ | 30,558 | $ | - | |||||
Furniture and Fixtures | 57,654 | 54,435 | |||||||
Equipment | 33,109 | 29,857 | |||||||
Real Property | 233,615 | 229,035 | |||||||
354,936 | 313,327 | ||||||||
Less accumulated depreciation | (60,073 | ) | (29,805 | ) | |||||
$ | 294,863 | $ | 283,522 | ||||||
Depreciation expense totaled $30,267 and $18,525, respectively, for the years ended September 30, 2013 and 2012. |
Intangible_Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
5. Intangible Assets | ' |
As of September 30, 2013, the Company had $95,270 of intangible assets, consisting of a second and a third franchise concept and trademarks for $25,250 and $23,300, respectively,under newly created subsidiaries called CI Franchise Company LLC (Challenge Island) and Sew Fun Franchise Company LLC, a $40,000 purchase of a Franchisee territory in Denver, and $6,720 for the purchase of a partial Franchisee Territory in Texas. | |
As of September 30, 2012, the Company had $25,250 of intangible assets for a second concept and trademarks under the newly created subsidiary called CI Franchise Company LLC (Challenge Island). |
Notes_and_Other_Receivables
Notes and Other Receivables | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
6. Notes and Other Receivables | ' | ||||||||||||||||
In July of 2013, the Company issued a $70,000 loan to a related party company, personally guaranteed by the related party, at 6% interest, monthly interest only payments and fully due and payable by July 1, 2015. The Note is convertible up to the maturity date to unrestricted shares in the related party company for any unpaid balance at $0.35 per share. | |||||||||||||||||
At September 30, 2012, the Company had notes receivables from related parties of $-0-. | |||||||||||||||||
At September 30, 2013, the Company held certain notes and other receivables totaling $131,792, $128,332 for extended payment terms of franchise fees, generally non-interest bearing notes with monthly payments, payable within one to two years, and Foreign Tax Credits of $3,460. | |||||||||||||||||
2014 | 2015 | 2016 | Total | ||||||||||||||
Payment schedules for Notes And Other Receivables | $ | 94,301 | $ | 31,711 | $ | 5,780 | $ | 131,792 | |||||||||
During the year ended September 2013, the Company agreed to a restructuring of a territory with a franchisee and wrote off a $23,000 franchise fee, extended term note receivable as forgiveness of debt. | |||||||||||||||||
At September 30, 2012, the Company had notes and other receivables of $103,013. |
Accrued_Marketing_Fund
Accrued Marketing Fund | 12 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
7. Accrued Marketing Fund | ' |
Per the terms of the franchise agreements, the Company collects 2% of franchisee’s gross revenues for a marketing fund, managed by the Company, to allocate towards national branding of the Company’s concepts to benefit the franchisees. | |
The marketing fund amounts are accounted for as a liability on the balance sheet and the actual collections are deposited into a marketing fund bank account. Expenses pertaining to the marketing fund activities are paid from the marketing fund and reduce the liability account. | |
As of September 30, 2013 and 2012, the accrued marketing fund liability balances were $100,754 and $90,155 respectively. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
8. Notes Payable | ' | ||||||||||||||||
In September of 2012, the Company issued a non-interest bearing promissory note of $40,000 to a related party for consulting services payable by issuance of 40,000 shares of the Company’s common stock. As of September 30, 2013 and 2012, the remaining balance on this promissory note was $20,000 and $40,000, respectively. During the year ended September 30, 2013, payments of $20,000 were made with the issuance of common stock. This liability is reported in the accompanying financial statements as Notes Payable, related party, and the remaining balance will be paid with the issuance of 20,000 common shares in fiscal year 2014. | |||||||||||||||||
As of September 30, 2013, the Company owed $8,857 in deferred commission payments, non-interest bearing, payable in monthly payments, on deferred payment schedules related to extended payment terms of Franchise Fees. | |||||||||||||||||
2014 | 2015 | 2016 | Total | ||||||||||||||
Payment schedules for Deferred Commissions | $ | 3,560 | $ | 4,640 | $ | 657 | $ | 8,857 | |||||||||
At September 30, 2012, the Company owed $40,000 on notes payable to related parties and $3,500 in other notes payables. |
Common_Stock_Issuances
Common Stock Issuances | 12 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
9. Common Stock Issuances | ' |
During the year ended September 30, 2012, the Company issued 1,260,000 shares of its common stock as the final fulfillment of all commitments pursuant to the July 2, 2010 Securities Exchange Agreement (see Note 2). | |
During the year ended September 30, 2012, the Company issued 11,000 shares of its common stock in exchange for consulting services valued at $8,800 or $0.80 per share. | |
During the year ended September 30, 2012, the Company issued 5,000 shares of its common stock to fulfill a prior commitment related to a late, loan interest payment valued at $3,750 or $0.75 per share. | |
During the year ended September 30, 2012, the Company issued 25,000 shares of its common stock related to the acquisition of a second Franchise concept valued at $18,250 or $0.73 per share. | |
During the year ended September 30, 2012, the Company canceled 33,500 of prior shares of its common stock previously issued in error. | |
During the year ended September 30, 2013, the Company issued 20,000 shares of its common stock for partial payment of a promissory note to a related party at the stated price valued at $20,000 at the stated price in the promissory note of $1.00 per share. See note 3. | |
During the year ended September 30, 2013, the Company had two issuances of 35,000 and 10,000 shares of its common stock related to the acquisition of a third Franchise concept valued at $17,500 or $0.50 per share and $5,800 or $0.58 per share, respectively. See note 5. | |
During the year ended September 30, 2013, the Company had three issuances of 35,000, 5,000 and 15,000 shares of its common stock in exchange for consulting services, valued at $21,000, $3,000 and $9,000, respectively, or at $0.60 per share. | |
During the year ended September 30, 2013, the Company, as a gesture of good will, issued 66,667 shares of its common stock to an individual investor who had purchased stock in a prior year in a pass through arrangement with a third party company that did not fulfill their commitment to transfer the stock. It was determined there was no recourse with the third party company, and the shares were issued at a Fair Market Value of $38,667 or $0.58 per share. Related to this transaction, an adjustment was made to the Company issued share count of an additional 66,667 shares that were also issued to the third party company in the prior year in error.The Company was awaiting their return and cancellation. Without recourse with the third party company, these 66,667 shares were recorded at a fairvalue of $30,000 or $0.45 per share based on the value on the date of the original issue. |
Common_Stock_Commitments
Common Stock Commitments | 12 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
10. Common Stock Commitments | ' |
In September of 2012,the Company issued a non-interest bearing promissory note of $40,000 to a related party for consulting services payable by issuance of 40,000 shares of the Company’s common stock. As of September 30, 2013 and 2012, the remaining balance on this promissory note was $20,000 and $40,000, respectively. During the year ended September 30, 2013, payments of $20,000 were made through the issuance of 20,000 shares of common stock. This liability is reported in the accompanying financial statements as Notes Payable, related party, and will be paid with the issuance of 20,000 common shares in fiscal year 2014. |
Stock_Options_and_Warrants
Stock Options and Warrants | 12 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
11. Stock Options and Warrants | ' |
Non-employee stock options | |
The Company accounts for non-employee stock options under ASC 718, whereby option costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option exercises by issuing new shares. | |
In fiscal year 2010 the Company issued 31,067 common stock purchase warrants as part of $3.00 units sold in an ongoing private placement offering that commenced in July 2010. Each unit contains four shares of common stock and one common stock purchase warrant, with each warrant allowing the holder to purchase one share of common stock, exercisable anytime at the holder’s election at $3.00 per share, through a term expiring July 31, 2013. The value of the sold units has been allocated to the common shares as the warrants were not in the money on the date of sale. | |
Employee stock options | |
The Company accounts for non-employee stock options under ASC 718, whereby option costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option exercises by issuing new shares. | |
On July 1, 2013, the Company issued 50,000 common stock purchase options (25,000 each to an employee and to an officer/director), allowing the holders to purchase one share of common stock per option, exercisable at $.60 per share with an expiration date of December 31, 2015. At September 30, 2013 these share options were still outstanding. The fair value of the option grants were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 2.72%, dividend yield of 0%, expected lives estimated at two years, cumulative volatility of 50.22%. The company incurred and recorded compensation expense of $6,613 for the year ended September 30, 2013 ($0 for September 30, 2012). | |
There were 50,000 shares of stock options issued and outstanding in 2013 and -0- shares of stock options in 2012. |
Franchise_Operations
Franchise Operations | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
12. Franchise Operations | ' | ||||||||||||
The Company currently supports independently owned franchises located in 39 states, 4 Canadian provinces and 13 other countries. Following is a summary of the annual franchise activity: | |||||||||||||
BFK Franchise Company LLC | |||||||||||||
September 30, | |||||||||||||
2013 | $ | 2012 | $ | 2011 | |||||||||
Franchises in operation - beginning of year | $ | 210 | $ | 75 | $ | 36 | |||||||
Franchises sold during the year | $ | 175 | $ | 137 | $ | 42 | |||||||
Franchises cancelled, terminated or repurchased during the year | $ | (5 | ) | $ | (2 | ) | $ | (3 | ) | ||||
Franchises in operation - end of year | $ | 380 | $ | 210 | $ | 75 | |||||||
CI Franchise Company LLC | |||||||||||||
September 30, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Franchises in operation - beginning of year | 0 | 0 | 0 | ||||||||||
Franchises sold during the year | 15 | 0 | 0 | ||||||||||
Franchises cancelled, terminated or repurchased during the year | 0 | 0 | 0 | ||||||||||
Franchises in operation - end of year | 15 | 0 | 0 | ||||||||||
Franchises are required to pay the Company an initial franchise fee, royalty fees and a marketing fee. The marketing fee is 2% of gross sales, and the current royalty fee is 7% of gross sales. A limited number of earlier agreements set the royalty fee at 5% if they opened a Creativity Center, but is not in the current agreements. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
13. Commitments and Contingencies | ' | ||||||||||||||||
Lease Commitments | |||||||||||||||||
The following table summarizes the Company’s contractual lease obligations as of September 30, 2013: | |||||||||||||||||
2014 | 2015 | 2016 | Total | ||||||||||||||
Lease of office space | 10,800 | 10,800 | 10,800 | $ | 32,400 | ||||||||||||
Rent expense was $49,131 and $64,296, respectively, for the years ended September 30, 2013 and 2012. | |||||||||||||||||
Contingencies | |||||||||||||||||
On September 27, 2013, BFK Franchise Company LLC was named as a co-defendant in a Complaint filed by a Franchisee in Nevada who had purchased three existing Las Vegas territories from other Franchisees. In December of 2013, without any further legal process, BFK Franchise Company LLC entered into a settlement with the Nevada Franchisee to purchase the three Las Vegas territories for $95,000. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
14. Income Taxes | ' | ||||||||||||||||
Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. | |||||||||||||||||
The Company follows Financial Accounting Standards Board Statement Accounting Standards Codification No. 740, “Accounting for Income Taxes”, which requires, among other things, an asset and liability approach to calculating deferred income taxes. The components of the deferred income tax assets and liabilities arising under ASC No. 740 were as follows: | |||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Short-term | $ | 1,058 | $ | -0- | |||||||||||||
Long-term | -0- | -0- | |||||||||||||||
Total deferred tax asset | $ | 1,058 | $ | -0- | |||||||||||||
Deferred tax liabilities: | |||||||||||||||||
Short-term | $ | -0- | $ | -0- | |||||||||||||
Long-term | -0- | -0- | |||||||||||||||
Total deferred tax liabilities | $ | -0- | $ | -0- | |||||||||||||
Total deferred tax assets | -0- | -0- | |||||||||||||||
Net deferred tax liability | $ | -0- | $ | -0- | |||||||||||||
The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows: | |||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||
Temporary | Tax | Temporary | Tax | ||||||||||||||
Difference | Effect | Difference | Effect | ||||||||||||||
Deferred tax assets: | |||||||||||||||||
Depreciation timing difference | $ | 3,084 | $ | 1,058 | $ | -0- | $ | -0- | |||||||||
Net operating loss | -0- | -0- | 251,549 | 94,658 | |||||||||||||
Valuation allowance | -0- | -0- | -251,549 | -94,658 | |||||||||||||
Total deferred tax asset | 3,084 | 1,058 | -0- | -0- | |||||||||||||
Deferred tax liabilities: | |||||||||||||||||
-0- | -0- | -0- | -0- | ||||||||||||||
Total deferred liability | -0- | -0- | -0- | -0- | |||||||||||||
Net deferred tax asset | $ | 3,084 | $ | 1,058 | $ | - | $ | - | |||||||||
The net change in deferred tax liabilities as of September 30, 2013 and 2012 were $(94,658) and -0-, respectively. | |||||||||||||||||
Current taxes due for September 30, 2013 are as follows: | |||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Federal: | $ | 10,844 | $ | -0- | |||||||||||||
Florida: | 2,247 | -0- | |||||||||||||||
Total current taxes payable | $ | 13,131 | $ | -0- | |||||||||||||
At September 30, 2013 and 2012, the Company had available net loss carryovers of $-0- and $906,760, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
15. Subsequent Events | ' |
On September 27, 2013, BFK Franchise Company LLC was named as a co-defendant in a Complaint filed by a Franchisee in Nevada who had purchased three existing Las Vegas territories from other Franchisees. In December of 2013, without any further legal process, BFK Franchise Company LLC entered into a settlement with the Nevada Franchisee to purchase the three Las Vegas territories for $95,000. | |
At December 31, 2013, the Company has completed a record quarter in revenue of $1,865,000, including increasing royalty fees and 61 new territories, including England, the Czech Republic, Romania, Nigeria, Egypt, and master agreements in Indonesia and Thailand. | |
We have evaluated the effects of all subsequent events from October 1, 2013 through the date the accompanying consolidated financial statements were available to be issued. Other than those set out above, there have been no subsequent events after September 30, 2013 for which disclosure is required. |
Nature_of_Organization_and_Sum1
Nature of Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Sep. 30, 2013 | ||
Notes to Financial Statements | ' | |
Nature of Organization | ' | |
Creative Learning Corporation (“CLC” or the “Company”), formerly B2 Health, Inc., was incorporated March 8, 2006 in the State of Delaware. BFK Franchise Company LLC (“BFKF”) was formed in the State of Nevada on May 19, 2009. Effective July 2, 2010, CLC was acquired by BFKF in a transaction classified as a reverse acquisition.CLC concurrently changed its name from B2 Health, Inc. to Creative Learning Corporation. The financial statements represent the activity of BFKF from May 19, 2009 forward, and the consolidated activity of BFKF and CLC from July 2, 2010 forward. BFKF and CLC are hereinafter referred to collectively as the "Company". | ||
In addition to the accounts of CLC and BFKF, the accompanying consolidated financial statements include the accounts of CLC’s subsidiaries, BFK Development Company LLC (“BFKD”) from November 25, 2009 (BFKD’s inception) forward, CI Franchise Company LLC (“CI”) from September 14, 2012 (CI’s inception) forward, and Sew Fun Franchise Company LLC (SF) from January 8, 2013 (SF’s inception) forward. | ||
BFKF held a 50% ownership interest in BFKD from November 25, 2009 through October 2, 2010. On October 3, 2010, the BFKF acquired the 50% noncontrolling interest in BFKD. Immediately following the acquisition of the noncontrolling interest, BFKF transferred its 100% interest in BFKD to CLC. | ||
Creative Learning Corporation operates wholly owned subsidiaries BFK FRANCHISE COMPANY, LLC, CI FRANCHISE COMPANY, LLC AND SEW FUN FRANCHISE COMPANY, LLC under the trade names Bricks 4 Kidz®, Challenge Island®, and Sew Fun Studios™ respectively, that offer children's enrichment and education franchises. | ||
Basis of Presentation | ' | |
The Company uses the accrual basis of accounting and is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes that the disclosures made are adequate to make the information presented not misleading. The information reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods set forth herein. | ||
Principles of Consolidation | ' | |
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Fiscal Year | ' | |
The Company operates on a September 30 fiscal year-end. | ||
Use of Estimates | ' | |
The preparation of financial statements in accordance with generally accepted accounting principles permits management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Reclassifications | ' | |
Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation and to correct prior year errors. The reclassifications did not have any effect on the prior year net income. | ||
Cash and cash equivalents | ' | |
The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at September 30, 2013 and 2012.The Company had cash of $2,004,947 and $1,041,786 as of September 30, 2013 and 2012, respectively. | ||
Accounts receivable | ' | |
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At September 30, 2013 and 2012, the Company’s allowance for doubtful accounts totaled $10,000, and $12,000, respectively. | ||
Property, Equipment and Depreciation | ' | |
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, which range from three to forty years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal. | ||
Fair Value of Financial Instruments | ' | |
The carrying amounts of cash, accounts and notes receivable, prepaid expenses, property and equipment, intangible assets, deposits, and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments. | ||
The FASB Accounting Standards Codification (“ASC”) clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: | ||
Level 1: | Quoted prices in active markets for identical assets or liabilities. | |
Level 2: | Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. | |
Level 3: | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | ||
Long-Lived Assets | ' | |
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. | ||
Revenue Recognition | ' | |
Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured. | ||
Since these franchises are primarily a mobile concept and do not require finding locations or construction, the franchisees can begin operations as soon as they leave training. The franchise fees are fully collectible and nonrefundable as of the date of the signing of the franchise agreement, but the franchise fees are not recognized as revenue until initial training has been completed and when substantially all of the services required by the franchise agreement have been fulfilled by the Company in accordance with GAAP. Royalties and marketing fees are recognized as earned. | ||
As of September 30, 2013 the Company had $35,900 in unearned revenue for franchise fees collected but not yet earned per the revenue recognition policy. | ||
As of September 30, 2012 the Company had $-0- in unearned revenue for franchise fees collected but not yet earned per the revenue recognition policy. | ||
Advertising Costs | ' | |
Advertising costs are expensed as incurred. The Company incurred advertising costs for the years ended September 30, 2013 and 2012 of $455,108 and $324,230, respectively. | ||
Income Taxes | ' | |
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | ||
Net earnings (loss) per share | ' | |
ASC 260-10-45, “Earnings Per Share”, requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. When the company is in loss position, no dilutive effect is considered. | ||
Stock-based compensation | ' | |
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. | ||
Recent accounting pronouncements | ' | |
The Company does not expect recently issued accounting standards or interpretations to have a material impact on the Company’s financial position, results of operations, cash flows or financial statement disclosures. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Property and Equipment | ' | ||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Software | $ | 30,558 | $ | - | |||||
Furniture and Fixtures | 57,654 | 54,435 | |||||||
Equipment | 33,109 | 29,857 | |||||||
Real Property | 233,615 | 229,035 | |||||||
354,936 | 313,327 | ||||||||
Less accumulated depreciation | (60,073 | ) | (29,805 | ) | |||||
$ | 294,863 | $ | 283,522 |
Notes_and_Other_Receivables_Ta
Notes and Other Receivables (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Notes payment schedules | ' | ||||||||||||||||
2014 | 2015 | 2016 | Total | ||||||||||||||
Payment schedules for Notes And Other Receivables | $ | 94,301 | $ | 31,711 | $ | 5,780 | $ | 131,792 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Deferred payment schedules | ' | ||||||||||||||||
2014 | 2015 | 2016 | Total | ||||||||||||||
Payment schedules for Deferred Commissions | $ | 3,560 | $ | 4,640 | $ | 657 | $ | 8,857 |
Franchise_Operations_Tables
Franchise Operations (Tables) | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Franchise Operations | ' | ||||||||||||
BFK Franchise Company LLC | |||||||||||||
September 30, | |||||||||||||
2013 | $ | 2012 | $ | 2011 | |||||||||
Franchises in operation - beginning of year | $ | 210 | $ | 75 | $ | 36 | |||||||
Franchises sold during the year | $ | 175 | $ | 137 | $ | 42 | |||||||
Franchises cancelled, terminated or repurchased during the year | $ | (5 | ) | $ | (2 | ) | $ | (3 | ) | ||||
Franchises in operation - end of year | $ | 380 | $ | 210 | $ | 75 | |||||||
CI Franchise Company LLC | |||||||||||||
September 30, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Franchises in operation - beginning of year | 0 | 0 | 0 | ||||||||||
Franchises sold during the year | 15 | 0 | 0 | ||||||||||
Franchises cancelled, terminated or repurchased during the year | 0 | 0 | 0 | ||||||||||
Franchises in operation - end of year | 15 | 0 | 0 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Lease Commitments | ' | ||||||||||||||||
2014 | 2015 | 2016 | Total | ||||||||||||||
Lease of office space | 10,800 | 10,800 | 10,800 | $ | 32,400 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Deferred income tax assets and liabilities | ' | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Short-term | $ | 1,058 | $ | -0- | |||||||||||||
Long-term | -0- | -0- | |||||||||||||||
Total deferred tax asset | $ | 1,058 | $ | -0- | |||||||||||||
Deferred tax liabilities: | |||||||||||||||||
Short-term | $ | -0- | $ | -0- | |||||||||||||
Long-term | -0- | -0- | |||||||||||||||
Total deferred tax liabilities | $ | -0- | $ | -0- | |||||||||||||
Total deferred tax assets | -0- | -0- | |||||||||||||||
Net deferred tax liability | $ | -0- | $ | -0- | |||||||||||||
Temporary differences portion of the deferred assets and liabilities | ' | ||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||
Temporary | Tax | Temporary | Tax | ||||||||||||||
Difference | Effect | Difference | Effect | ||||||||||||||
Deferred tax assets: | |||||||||||||||||
Depreciation timing difference | $ | 3,084 | $ | 1,058 | $ | -0- | $ | -0- | |||||||||
Net operating loss | -0- | -0- | 251,549 | 94,658 | |||||||||||||
Valuation allowance | -0- | -0- | -251,549 | -94,658 | |||||||||||||
Total deferred tax asset | 3,084 | 1,058 | -0- | -0- | |||||||||||||
Deferred tax liabilities: | |||||||||||||||||
-0- | -0- | -0- | -0- | ||||||||||||||
Total deferred liability | -0- | -0- | -0- | -0- | |||||||||||||
Net deferred tax asset | $ | 3,084 | $ | 1,058 | $ | - | $ | - | |||||||||
Net change in deferred tax liabilities | ' | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Federal: | $ | 10,844 | $ | -0- | |||||||||||||
Florida: | 2,247 | -0- | |||||||||||||||
Total current taxes payable | $ | 13,131 | $ | -0- |
Nature_of_Organization_and_Sum2
Nature of Organization and Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Notes to Financial Statements | ' | ' |
Cash equivalents | $2,004,947 | $1,041,786 |
Allowance for doubtful accounts | 10,000 | 12,000 |
Unearned revenue | 35,900 | 0 |
Advertising costs | $455,108 | $324,230 |
Reverse_Acquisition_Details_Na
Reverse Acquisition (Details Narrative) | 12 Months Ended |
Sep. 30, 2012 | |
Notes to Financial Statements | ' |
Shares remaining to be issued under reverse acquisition | 0 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Notes to Financial Statements | ' | ' |
Franchise consulting and commissions | $758,226 | $583,617 |
Franchise training and expenses | 0 | 12,400 |
Amount owed related parties for franchise commissions | 5,690 | 16,771 |
Non-interest bearing promissory note to related party for Consulting Services | ' | $40,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Notes to Financial Statements | ' | ' |
Software | $30,558 | ' |
Furniture and Fixures | 57,654 | 54,435 |
Equipment | 33,109 | 29,857 |
Real Property | 233,615 | 229,035 |
Gross | 354,936 | 313,327 |
Less accumulated depreciation | -60,073 | -29,805 |
Net | $294,863 | $283,522 |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Notes to Financial Statements | ' | ' |
Depreciation expense | $30,267 | $18,525 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Notes to Financial Statements | ' | ' |
Intangible assets | $95,270 | $25,250 |
Notes_and_Other_Receivables_De
Notes and Other Receivables (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Notes to Financial Statements | ' | ' |
Payment schedules for Notes And Other Receivables, 2014 | $94,301 | ' |
Payment schedules for Notes And Other Receivables, 2015 | 31,711 | ' |
Payment schedules for Notes And Other Receivables, 2016 | 5,780 | ' |
Payment schedules for Notes And Other Receivables | $131,792 | $103,013 |
Notes_and_Other_Receivables_De1
Notes and Other Receivables (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Notes to Financial Statements | ' | ' |
Notes receivables from related parties | $70,000 | $0 |
Notes and other receivables | 131,792 | 103,013 |
Notes and other receivables of franchise fees | 128,332 | ' |
Foreign Tax Credits | 3,460 | ' |
Franchise fee written off | $23,000 | ' |
Accrued_Marketing_Fund_Details
Accrued Marketing Fund (Details Narrative) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Notes to Financial Statements | ' | ' |
Accrued marketing fund liability balances | $100,754 | $90,155 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Sep. 30, 2013 |
Payment schedules for Deferred Commissions | $8,857 |
2014 [Member] | ' |
Payment schedules for Deferred Commissions | 3,560 |
2015 [Member] | ' |
Payment schedules for Deferred Commissions | 4,640 |
2016 [Member] | ' |
Payment schedules for Deferred Commissions | $657 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Notes to Financial Statements | ' | ' |
Non-interest bearing promissory note to related party for Consulting Services | ' | $40,000 |
Remaining balance on promissory note | 20,000 | 40,000 |
Issuance of common stock | 20,000 | ' |
Deferred commission payments | 8,857 | ' |
Notes payable to related parties | ' | 40,000 |
Other notes payables | ' | $3,500 |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Details Narrative) (USD $) | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2010 | |
Compensation expense | $108,280 | $12,550 | $0 | ' |
Stock options | ' | ' | ' | ' |
Compensation expense | $6,613 | $0 | $0 | $353,814 |
Risk free interest rate | 27.20% | ' | ' | ' |
Dividend yield | 0.00% | ' | ' | ' |
Expected lives estimated | '2 years | ' | ' | ' |
Cumulative volatility | 50.22% | ' | ' | ' |
Stock options issued and outstanding | 50,000 | 0 | ' | ' |
Franchise_Operations_Details
Franchise Operations (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
BFK Franchise Company LLC [Member] | ' | ' | ' |
Franchises in operation - beginning of year | $210 | $75 | $36 |
Franchises sold during the year | 175 | 137 | 42 |
Franchises cancelled, terminated or repurchased during the year | -5 | -2 | -3 |
Franchises in operation - end of year | 380 | 210 | 75 |
CI Franchise Company LLC [Member] | ' | ' | ' |
Franchises in operation - beginning of year | 0 | 0 | 0 |
Franchises sold during the year | 15 | 0 | 0 |
Franchises cancelled, terminated or repurchased during the year | 0 | 0 | 0 |
Franchises in operation - end of year | $15 | $0 | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 |
Lease of office space | ' |
2014 | $10,800 |
2015 | 10,800 |
2016 | 10,800 |
Total | $32,400 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Notes to Financial Statements | ' | ' |
Rent expense | $49,131 | $64,296 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Deferred tax assets: | ' | ' |
Short-term | $1,058 | $0 |
Long-term | 0 | 0 |
Total deferred tax asset | 1,058 | 0 |
Deferred tax liabilities: | ' | ' |
Short-term | 0 | 0 |
Long-term | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Total deferred tax assets | 0 | 0 |
Net deferred tax liability | $0 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss | $0 | $906,760 |
Deferred tax liabilities: | ' | ' |
Total deferred liability | 0 | 0 |
Temporary Difference [Member] | ' | ' |
Deferred tax assets: | ' | ' |
Depreciation timing difference | 3,084 | 0 |
Net operating loss | 0 | 251,549 |
Valuation allowance | 0 | -251,549 |
Total deferred tax asset | 3,084 | 0 |
Deferred tax liabilities: | ' | ' |
Total deferred liability | 0 | 0 |
Net deferred tax asset | 3,084 | 0 |
Tax Effect [Member] | ' | ' |
Deferred tax assets: | ' | ' |
Depreciation timing difference | 1,058 | 0 |
Net operating loss | 0 | 94,658 |
Valuation allowance | 0 | -94,658 |
Total deferred tax asset | 1,058 | 0 |
Deferred tax liabilities: | ' | ' |
Total deferred liability | 0 | 0 |
Net deferred tax asset | $1,058 | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Notes to Financial Statements | ' | ' |
Current taxes due for Federal: | $10,844 | $0 |
Current taxes due for Florida: | 2,247 | 0 |
Total current taxes payable | $13,131 | $0 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Notes to Financial Statements | ' | ' |
Net loss carryovers | $0 | $906,760 |