Dixie Foods International (DIXI) 10-Q/A 23 Jul 15 2015 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Feb. 28, 2015	Jul. 22, 2015
Document and Entity Information:
Entity Registrant Name	Preferred Restaurant Brands, Inc.
Document Type	10-Q
Document Period End Date	Feb. 28, 2015
Trading Symbol	dixi
Amendment Flag	false
Entity Central Index Key	1,497,074
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		46,493,262
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Feb. 28, 2015	Aug. 31, 2014
CURRENT ASSETS
Cash	$ 18,428	$ 24,033
Accounts receivable	123,905	75,216
Other receivables		4,632
Food inventory	102,793	103,367
Prepaid expenses	272,741	111,678
Debt issuance costs, net of amortization of $4,916 and $-0-, respectively	157,754
Total Current Assets	675,621	318,926
OTHER ASSETS
Prepaid franchise and territory rights fees, net	832,708	897,846
Property and equipment, net	4,224,184	3,418,743
Total Assets	5,732,513	4,635,515
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,704,351	933,507
Deferred revenue	66,392	95,186
Related party notes payable	1,205,072	0
Short-term notes payable, net of debt discounts of $64,079 and $161,899, respectively	7,389,150	7,366,299
Short-term convertible notes payable, net of debt discounts of $106,300 and $-0-, respectively	1,193,700	300,000
Derivative liability	1,562,718
Total Current Liabilities	15,121,383	8,694,992
LONG-TERM LIABILITIES
Long-term notes payable	500,000	500,000
Long-term convertible notes payable	550,000	550,000
Total Liabilities	16,171,383	9,744,992
Class B membership units, no par value, 8 units authorized, 7 and 2 units issued and outstanding, respectively, net of subscriptions receivable of $600,000 and $-0-, respectively	2,900,000	1,000,000
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 150,000,000 shares authorized, 45,633,262 and 42,570,975 shares issued and outstanding	45,636	42,572
Additional paid-in capital	17,384,961	14,311,918
Accumulated deficit	(30,887,559)	(20,463,967)
Total Stockholders' Deficit	(13,338,870)	(6,109,477)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 5,732,513	$ 4,635,515
Series A Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred Stock
Series B Preferred Stock
STOCKHOLDERS' DEFICIT
Preferred Stock	$ 118,092

Consolidated Balance Sheets Par

Consolidated Balance Sheets Parenthetical - USD ($)	Feb. 28, 2015	Aug. 31, 2014
Preferred stock shares authorized	15,000,000
Subscriptions Receivable	$ 600,000
Amortization of Debt Issuance Costs	4,916
Short-term notes payable, debt discount	64,079	$ 161,899
Short-term convertible notes payable, debt discount	$ 106,300
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	45,633,262	42,570,975
Common stock shares outstanding	45,633,262	42,570,975
Class B Membership units, par value (in dollars per unit)
Class B Membership units, authorized units	8	8
Class B Membership units, issued units	7	7
Class B Membership units, outstanding units	2	2
Series A Preferred Stock
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	14,999,999	14,999,999
Preferred stock shares issued
Preferred stock shares outstanding
Series B Preferred Stock
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	1	1
Preferred stock shares issued	1
Preferred stock shares outstanding

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2015	Feb. 28, 2014	Feb. 28, 2015	Feb. 28, 2014
Consolidated Statements of Operations
REVENUE	$ 1,939,412	$ 1,336,391	$ 3,924,646	$ 2,617,819
Restaurant operating costs:
Food, beverage and packaging	834,470	503,770	1,548,784	954,707
Labor and related	751,865	340,998	1,398,817	689,900
Occupancy	516,781	111,357	795,314	296,474
Other restaurant operating	541,939	304,118	1,164,835	531,469
Total Restaurant Operating Expenses	2,645,055	1,260,243	4,907,750	2,472,550
Loss from Restaurant Operations	(705,643)	76,148	(983,104)	145,269
General and administrative	2,312,551	484,909	4,621,334	1,062,848
Depreciation and amortization	100,804	72,306	206,019	119,967
Pre-opening expenses	266,957	211,660	473,404	309,560
Total	2,680,312	768,875	5,300,757	1,492,375
LOSS FROM OPERATIONS	(3,385,955)	(692,727)	(6,283,861)	(1,347,106)
OTHER INCOME (EXPENSES)
Loss on sale of assets	(63,280)		(63,280)
Interest expense	(3,512,371)	(30,011)	(4,846,741)	(305,442)
Derivative gain (expense)	808,240	301,140	808,240	301,140
Other income (expense)	(37,950)	9,558	(37,950)
Total Other Income (Expenses)	(2,805,361)	280,687	(4,139,731)	(4,302)
LOSS BEFORE INCOME TAXES	$ (6,191,316)	$ (412,040)	$ (10,423,592)	$ (1,351,408)
PROVISION FOR INCOME TAXES
NET LOSS	$ (6,191,316)	$ (412,040)	$ (10,423,592)	$ (1,351,408)
BASIC AND DILUTED LOSS PER COMMON SHARE	$ (0.14)	$ (0.01)	$ (0.24)	$ (0.03)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	44,288,625	42,570,975	43,667,211	42,570,975

Consolidated Statement of Cash

Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
	Feb. 28, 2015	Feb. 28, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS	$ (10,423,592)	$ (1,351,408)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	617,106	410,182
Loss on sale of assets	63,280
Expenses paid on behalf of the Company by related parties	89,408
Amortization of debt discounts and debt issuance costs	254,942	519,718
Change in derivative liability	1,500,838	298,861
Common stock issued in connection with execution of notes payable	475,275
Common stock issued for services	965,017
Common stock and warrants granted for loan modifications	8,800
Fair value of stock options vested	1,627,015	23,826
Changes in operating assets and liabilities:
Accounts receivable	(48,689)	(48,054)
Food inventory	8,606	7,850
Prepaid expenses and other current assets	(151,647)	8,406
Debt issuance costs	(157,754)
Accounts payable and accrued expenses	2,796,004	(172,091)
Deferred revenue	(28,794)	35,425
Net Cash Used in Operating Activities	(2,404,185)	(267,285)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchases of property and equipment	(1,118,133)	(503,808)
Cash paid for territory and franchise rights	(37,500)	(164,000)
Cash paid for asset acquisitions	(328,032)
Cash received in asset sales	25,000
Net Cash Used in Investing Activities	(1,458,665)	(667,808)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds on related party debt	1,115,664	421,321
Proceeds from notes payable	700,000	660,000
Repayments on notes payable	(858,419)	(807,187)
Proceeds from convertible notes payable	1,000,000
Proceeds from Class B membership units issued for cash	1,900,000	500,000
Net Cash Provided by Financing Activities	3,857,245	774,134
NET CHANGE IN CASH	(5,605)	(160,959)
CASH AT BEGINNING OF PERIOD	24,033	255,293
CASH AT END OF PERIOD	$ 18,428	$ 94,334
CASH PAID FOR:
Interest paid
Income taxes paid
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discounts on notes payable	$ 83,450
Class B membership units issued for subscriptions receivable	600,000
Origination of derivative liabilities and issuance of preferred stock	$ 182,190

Note 1 - Organization and Natur

Note 1 - Organization and Nature of Business	6 Months Ended
	Feb. 28, 2015
Notes
Note 1 - Organization and Nature of Business	NOTE 1—ORGANIZATION AND NATURE OF BUSINESS Preferred Restaurant Brands, Inc. (the “Company”; OTCQB:”PRBI”) was formed in May 2010 as Dixie Foods, International, Inc. to operate a specialty food business for salad dressing, sauces and condiments. The Company was organized and still operates under the laws of the State of Florida. In November, 2014, the Company changed its name to “Preferred Restaurant Brands” and recently effected that change with FINRA, the SEC and other regulatory authorities. The fiscal year end for the Company and all of its subsidiaries is August 31. The Company has aggregated its operations into one reportable segment. On June 4, 2014, the Company completed the purchase (the “Reverse Acquisition”) of KCI Investments, LLC (“KCI”), a Nevada limited liability company headquartered in Las Vegas, Nevada. In connection with the Reverse Acquisition, the Company acquired 100% of the issued and outstanding membership interests of KCI from KCI Holding I, LLC ("KCI Holding"), and an entity that, until the consummation of the Reverse Acquisition, held 100% of the membership interests in KCI. Currently, all of the operations of the Company are conducted under KCI or one of KCI's subsidiaries. KCI was formed on November 8, 2004, but did not engage in any business operations until November 2010. Currently, KCI is engaged in developing, owning and operating a multi-brand chain of restaurants, currently under two 2 9 franchised Capriotti's Sandwich Shops: Six 6 Two 2 Additionally, the Company has in various stages of development and construction eight Papa John’s all of which it anticipates opening over the next 12 months subject to access to additional capital.

Note 2 - Going Concern

Note 2 - Going Concern	6 Months Ended
	Feb. 28, 2015
Notes
Note 2 - Going Concern	NOTE 2—GOING CONCERN These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of February 28, 2015, the Company has a working capital deficit of $14,445,762 and an accumulated deficit of $30,887,559. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to: identify future investment opportunities and obtain the necessary debt or equity financing and generate profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to 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. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining debt and/or equity capital from existing and/or new investors and/or creditors sufficient to meet its ongoing operating expenses, pending transactions and growth plans. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3 - Summary of Significant

Note 3 - Summary of Significant Accounting Policies	6 Months Ended
	Feb. 28, 2015
Notes
Note 3 - Summary of Significant Accounting Policies	NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Condensed Financial Statements The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at February 28, 2015 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2014 audited financial statements. The results of operations for the periods ended February 28, 2015 and 2014 are not necessarily indicative of the operating results for the full years. Use of Estimates The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions. Cash and Cash Equivalents The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable primarily consists of receivables from undeposited funds from the Company’s credit card processor, third party gift card distributors, payroll-related tax receivables, vendor rebates and receivables arising from the normal course of business from catering sales. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable based on a specific review of account balances. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recoverability is considered remote. Inventory Inventory (consisting principally of food, beverages and supplies), is valued at the lower of first-in, first-out cost or market. Certain key ingredients bread, meats vegetables, cheeses and beverages are purchased from a small number of suppliers. Revenue Recognition Revenue from restaurant sales is recognized when food and beverage products are sold. The Company reports revenue net of sales and use taxes collected from customers and remitted to governmental taxing authorities. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of February 28, 2015 and August 31, 2014, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files an income tax return in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2008. Basic and Diluted Loss per Common Share Basic loss per common share is calculated by dividing the Company’s net loss applicable to shareholders by the weighted average number of shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is adjusted for any potentially dilutive debt or equity. There were 5,349,676 such shares outstanding as of February 28, 2015, which were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive. New Accounting Pronouncements The Company’s management has considered all recent accounting pronouncements. Management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Note 4 - Property and Equipment

Note 4 - Property and Equipment	6 Months Ended
	Feb. 28, 2015
Notes
Note 4 - Property and Equipment	NOTE 4—PROPERTY AND EQUIPMENT As of February 28, 2015 and August 31, 2014 the Company’s property and equipment consisted of the following: February 28, 2015 August 31, 2014 Building and leasehold improvements $ 3,825,917 $ 3,161,646 Machinery and equipment 1,050,275 1,022,299 Furniture and fixtures 830,044 358,390 Less: Accumulated depreciation (1,482,052 ) (1,123,592 ) Property and equipment, net $ 4,224,184 $ 3,418,743 Depreciation expense included as a charge to income (including restaurant-related depreciation recorded in “Other operating costs (including Restaurant-Related Depreciation)” was $358,460 and $295,547 for the six-months ended February 28, 2015 and 2014, respectively.

Note 5 - Restaurant Purchases a

Note 5 - Restaurant Purchases and Sales	6 Months Ended
	Feb. 28, 2015
Notes
Note 5 - Restaurant Purchases and Sales	NOTE 5—RESTAURANT PURCHASES AND SALES Fresno and Clovis, California On February 18, 2015, the Company consummated the acquisition of two franchised Papa John's locations in the Company's existing trade area in Northern California: one in Fresno, CA and the other in Clovis, CA. In total the Company paid the seller $329,032 in cash. The total purchase price was allocated as follows: Consideration paid: Cash paid $ 329,032 Total purchase price $ 329,032 Consideration received: Cash $ 1,000 Inventory 8,032 Other current assets 8,784 Property and equipment, leasehold improvements 120,000 Intangible assets – franchise rights 191,216 Total Assets Acquired $ 329,032 Green Valley Ranch, Las Vegas On February 19, 2015, the Company consummated the sale of its Green Valley Ranch Capriotti’s Sandwich Shop to a franchisee of Capriotti’s Sandwich Shops. Pursuant to the asset purchase agreement, the sale price of the assets consisted of a one-time payment of $25,000 in cash. The total purchase price was allocated as follows: Consideration paid: Cash paid $ 25,000 Forgiveness of rent payable 25,160 Total purchase price $ 50,160 Consideration received: Other current assets $ 4,000 Property and equipment, leasehold improvements, net 27,487 Intangible assets, franchise rights, net 81,954 Loss on sale of assets (63,281) Total assets acquired $ 50,160

Note 6 - Intangible Assets

Note 6 - Intangible Assets	6 Months Ended
	Feb. 28, 2015
Notes
Note 6 - Intangible Assets	NOTE 6—INTANGIBLE ASSETS Intangible assets represents capitalized prepaid territory rights and franchise fees paid. The costs are amortized over the remaining life of the contract executed with the franchisor. As of February 28, 2015 and August 31, 2014 the Company’s territory and franchise rights consisted of the following: February 28, 2015 August 31, 2014 Territory and franchise rights $ 2,058,595 $ 1,926,194 Less: Accumulated amortization (1,225,887 ) (1,028,348 ) Territory and franchise rights, net $ 832,708 $ 897,846 Amortization expense on intangible assets included as a charge to income was $197,539 and $114,635 for the six-month periods ended February 28, 2015 and 2014, respectively. Estimated amortization expense to be recorded for the next five years is as follows: 2015 $ 210,358 2016 137,015 2017 137,015 2018 137,015 2019 137,015 Thereafter 74,289 Total future amortization $ 832,708

Note 7 - Related Party Transact

Note 7 - Related Party Transactions	6 Months Ended
	Feb. 28, 2015
Notes
Note 7 - Related Party Transactions	NOTE 7—RELATED PARTY TRANSACTIONS As of August 31, 2014, the Company owed $-0- to related parties. During the six month period ended February 28, 2015, related parties made cash loans of $1,573,591 and paid for Company expenses of $89,408. The Company made cash repayments of $457,927, leaving an ending balance due of $1,205,072 due to related parties at February 28, 2015. All related party loans bear no interest, are unsecured and are due on demand. The Company’s CEO, Kenneth Antos, has personally guaranteed virtually all the outstanding obligations due by the Company. This includes: virtually all of the outstanding notes payables on all loans; leases with the various landlords, and all of the Company's obligations to franchisors.

Note 8 - Notes Payable

Note 8 - Notes Payable	6 Months Ended
	Feb. 28, 2015
Notes
Note 8 - Notes Payable	NOTE 8—NOTES PAYABLE As of February 28, 2015 and August, 2014 the Company’s notes payable consisted of the following: February 28, August 31, 2015 2014 Note payable bearing interest at 13.5% per annum, originated June 22, 2012, original maturity date of June 22, 2013. This note bears a default interest rate of 18.5%*. $ 2,950,000 $ 2,700,000 Note payable bearing interest at 12.0% per annum, originated December 27, 2012, original maturity date of December 27, 2013. This note is in default and currently bears a default interest rate of 17.0% plus late fees [1] . 1,000,000 1,000,000 Note payable bearing interest at 12.0% per annum, originated February 1, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 550,000 550,000 Note payable bearing interest at 12.0% per annum, originated February 1, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 650,000 650,000 Note payable bearing interest at 12.0% per annum, originated February 1, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 800,000 800,000 Note payable bearing interest at 12.0% per annum, originated October 30, 2013, original maturity date of November 30, 2013. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 99,166 99,166 Note payable bearing interest at 13.3% per annum, originated August 13, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 18.3% plus late fees¹. 90,000 90,000 Note payable bearing interest at 12.0% per annum, originated June 7, 2013, original maturity date of June 7, 2016. This note is in default and currently bears a default interest rate of 17.0% plus late fees ¹. 500,000 500,000 Note payable bearing interest at 12% per annum, originated August 24, 2013, original maturity date of October 24, 2014. This note is in default and currently bears a default interest rate of 18.3% plus late fees¹. 8,656 8,656 Note payable originated October 2, 2014, original maturity date of October 16, 2014, interest obligation of $5,000. 100,000 - Note payable bearing interest at 10.0% per annum, originated December 4, 2013, due on October 15, 2014. This note is currently in default and bears a default interest rate of 15.0%. 560,000 560,000 Notes payable bearing interest at 5.0% per annum, originated August 31, 2014, payable upon demand. 80,000 80,000 Notes Payable bearing interest at 18.0% per annum originated May 8, 2014, payable upon demand. 225,000 250,000 Notes Payable bearing interest at 7.4% per annum, originated July 11, 2014 maturity date of April 13, 2015. 53,662 126,577 Secured borrowings 222,666 449,722 Total notes payable $ 7,889,150 $ 7,866,299 Less: current-term portion of notes payable (7,389,150) (7,366,299) Long-term notes payable $ 500,000 $ 500,000 [1] In addition to the notes payable noted in the table above, on September 25, 2014, the Company entered into a note payable with a principal balance of $100,000, bearing an interest obligation of $5,000 per annum and due on October 9, 2014. The note was repaid in full during the period ended February 28, 2015 through the payment of $100,000 in cash. Secured Borrowings The additional $252,650 will be recognized as interest expense over the estimated terms of the agreements. The terms are not fixed due to the variable repayment terms; however, management currently estimates such terms to be between approximately two (2) and eight (8) months. The ending principal balance of these borrowings at February 28, 2015 and August 31, 2014 was $222,666 and $449,722, respectively (debt of debt discounts of $64,079 and $161,899, respectively).

Note 9 - Convertible Notes Paya

Note 9 - Convertible Notes Payable	6 Months Ended
	Feb. 28, 2015
Notes
Note 9 - Convertible Notes Payable	NOTE 9—CONVERTIBLE NOTES PAYABLE As of February 28, 2015 and August 31, 2014 the Company’s convertible notes payable consisted of the following: February 28, August 31, 2015 2014 Convertible note payable bearing interest at 10.0% per annum, originated April 23, 2012, original maturity date of April 23, 2017. The note is convertible into common shares of the Company at $1.00 per share. $ 550,000 $ 550,000 Convertible note payable bearing interest at 9.0% per annum, originated July 25, 2013, original maturity date of July 25, 2018. The note is convertible into common shares of the Company at $1.50 per share. 50,000 50,000 Convertible note payable bearing interest at the market interest rate plus 6.4% per annum, originated May 1, 2012, original maturity date of May 1, 2015. The note is convertible into common shares of the Company at $0.30 per share. 300,000 300,000 Convertible note payable bearing interest at 12.0% per annum, originated February 17, 2015, maturity date of February 16, 2016. The note is convertible upon the occurrence and continuance of an event of default for a 15 day period at 85 percent of the lowest average daily volume weighted average price of the Company’s common shares during the five trading days immediately prior to the date of conversion. 1,000,000 1,000,000 Total convertible notes payable $ 1,850,000 $ 850,000 Less: current portion (1,300,000) (300,000) Long-term convertible notes payable $ 550,000 $ 550,000 In addition to the notes payable noted in the table above, on December 31, 2014, the Company entered into a convertible note payable with a principal balance of $100,000, bearing interest at 18.0% per annum and due on demand. The note was convertible into common shares of the Company at the 65% of the lowest average daily volume weighted average price of the Company’s common shares during the fifteen trading days immediately prior to the date of conversion. The note was repaid in full during the period ended February 28, 2015 through the payment of $110,000 in cash, inclusive of $10,000 of interest. The intrinsic value of the beneficial conversion feature and the debt discount associated with the convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded for the convertible notes equaled $182,190, of which $75,890 was amortized or recorded to interest expense in connection with convertible note retirements, leaving an ending balance of $106,300 in discounts on convertible notes payable.

Note 10 - Derivative Liability

Note 10 - Derivative Liability	6 Months Ended
	Feb. 28, 2015
Notes
Note 10 - Derivative Liability	NOTE 10—DERIVATIVE LIABILITY The Company has adopted ASC 815, which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. The exercise price of certain warrants granted and embedded conversion options on convertible debt issued during the period ended February 28, 2015 are variable and subject to the fair value of the Company’s common stock on the date of conversion or exercise. As a result, the Company has determined that the exercise and conversion features do not contain an explicit limit on the number of shares required to be and are therefore not afforded equity treatment. In accordance with ASC 815, the Company has classified the freestanding warrants and bifurcated the conversion features of the instruments to be recorded as derivative liabilities. ASC 815 requires Company management to assess the fair market value of derivatives at each reporting period and recognize any change in the fair market value as items of other income or expense. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with these warrants. At origination and subsequent revaluations, the Company valued the derivative liability using the Black-Scholes options pricing model under the following assumptions: February 28, 2015 Risk-free interest rate 0.22% – 1.61% Expected options life 00.3 – 5.00 Expected dividend yield - Expected price volatility 74% – 241% During the six-month period ended February 28, 2015, the Company’s derivative liability increased from $-0- to $1,562,718, recognized a gain on derivative liability of $808,240 in conjunction with settlement of convertible notes payable, additions of new derivative liabilities and subsequent revaluations of existing derivative liabilities. During the year ended August 31, 2014, the Company’s derivative liability decreased from $604,553 to $-0- and recognized a gain on derivative liability of $604,553 in conjunction with settlement of convertible notes payable, additions of new derivative liabilities and subsequent revaluations of existing derivative liabilities.

Note 11 - Class B Membership Un

Note 11 - Class B Membership Units	6 Months Ended
	Feb. 28, 2015
Notes
Note 11 - Class B Membership Units	NOTE 11—CLASS B MEMBERSHIP UNITS The Company is authorized to issue up to eight (8) Class B membership units with no par value. As of February 28, 2015 and August 31, 2014, there were seven (7) and two (2) shares of Class B membership units issued and outstanding, respectively. In all cases noted above, each Class B membership unit was sold for $500,000, plus for administrative costs payable to third parties. Each unit carries equal voting rights to the Class A membership units of each subsidiary. Each Class B unit is entitled to receive distributions equal to 0.5 percent to 3.0 percent of the value of the units held each year. Adjudication and Redemption of Class B Membership Units The Class B membership units are linked to approval of an EB-5 Visa, which requires a foreign investor to invest $1,000,000 (or at least $500,000 in a "Targeted Employment Area" - high unemployment or rural area), in projects that create at least 10 jobs for U.S. workers. The terms of the instrument state that the Class B membership units have an indefinite life; however, once adjudication is reached in the EB-5 Visa approval process, the managing member of the LLC may, in its sole discretion, elect to have the Company purchase, for fair market value, the unit holders Class B Units at any time following an offer by such member to sell his or her Class B Units. This election is optional on the part of the managing member and member has no rights to cause the managing member or the Company to repurchase or redeem such member’s Class B unit. As such, the units (1) are not mandatorily redeemable, (2) are redeemable at the sole discretion of the Company and (3) not redeemable at the sole option of the unit holder and the redemption must be agreed to by Company. Denial of I-526 Petition If the member’s I-526 Petition is denied with respect to that member’s investment in the company, and the member has not been previously expelled from the company, the member has the right, within fifteen days following the date of the I-526 Denial, to request that the company cancel that member’s entire interest in the Company and which time the Company will return the member’s capital contribution and administrative fee, without interest. As such and as the Class B units are not entitled to the distribution of profits and losses, the redeemable value of the membership interest are presented in the mezzanine section of the balance until such time as the I-526 petition is successfully approved after they value of the shares will be moved into permanent equity. No adjustments for non-controlling interests have been made. During the six months ended February 28, 2015, Company subsidiaries issued five (5) Class B membership units in exchange for total cash proceeds of $1,900,000 and subscriptions receivable of $600,000 (not inclusive of $300,000 received for administrative fees due and payable to third parties). Subsequent to the period end the subscriptions receivable had been fully satisfied through the receipt of $600,000 in cash. During the year ended August 31, 2014, Company subsidiaries issued two (2) Class B membership units in exchange for total cash proceeds of $1,120,000 (inclusive of $120,000 received for administrative fees due and payable to third parties).

Note 12 - Stockholders' Deficit

Note 12 - Stockholders' Deficit	6 Months Ended
	Feb. 28, 2015
Notes
Note 12 - Stockholders' Deficit	NOTE 12—STOCKHOLDERS’ DEFICIT The Company’s authorized capital stock consists of 150,000,000 shares of common stock, $0.001 par value per share, and 15,000,000 shares of preferred stock, par value $0.001 per share. As of February 28, 2015 and August 31, 2013, there were 45,633,262 and 42,570,975 shares of common stock issued and outstanding, respectively, and one (1) and zero shares of Series B preferred stock issued and outstanding, respectively. Preferred Stock Our board of directors has the authority, without stockholder approval, to issue up to 14,999,999 shares of preferred stock, $0.001 par value. The authorized preferred stock may be issued by the Board of Directors in one or more series and with the rights, privileges and limitations of the preferred stock determined by the Board of Directors. The rights, preferences, powers and limitations on different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions, and other matters. Series B Preferred Stock The Company is authorized to issue one (1) share of Series B Preferred Stock with a stated value of $1.00 and a par value of $0.001. The terms of the Series B Preferred Stock are as follows: (i) Dividends – At issuance, there are no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by Board, consistent with the Company’s certificate of incorporation. (ii) Liquidation and Redemption Rights - In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holder of Series B Preferred Stock is be entitled to receive assets of the Company, on parity with the holders Common Stock. The Series B Preferred shall not have any priority or preference with respect to any distribution of any Company assets. (iii) Rank – All shares of the Series B Preferred Stock rank: a. Senior to the Company’s common stock and any other class or series of capital stock of the Company subsequently created, b. Equal with any class or series of capital stock of the Company subsequently created, c. Junior to any class or series of capital stock of the Company subsequently created which are specifically designated to be ranked senior to the Series B Preferred Stock (iv) Upon an event of default in the convertible note payable executed in connection with the issuance of the share of Series B Preferred Stock, the share of Series B Preferred Stock has voting rights equal to the total issued and outstanding common stock eligible to vote at the time of the respective vote divided by forty nine one-hundredths (0.49) minus the total issued and outstanding shares of common stock eligible to vote at the time of the respective vote. There were no shares of Series B Preferred Shares outstanding at any time during the year ended August 31, 2014. During the six-month period February 28, 2015, the Company issued one (1) share of Series B preferred stock to a creditor in connection with the execution of a convertible note payable. In accordance with ASC 815 and ASC 470, the proceeds from the issuance of the convertible note payable were allocated between the embedded conversion option of the convertible note payable deemed to require derivative accounting due to its variable nature (as discussed in Note 9), and the host debt instrument and the preferred stock. The derivative was recorded at its fair value of $5,975 with the remaining proceeds of $1,000,000 being allocated between the preferred stock and host debt instrument based upon their relative fair values. The fair value of the preferred stock was determined by valuing the voting interest to which it would control upon default and then probability adjusting such valuation for the risk of default. The resulting allocation of proceeds attributed $118,024 to this preferred stock issuance. Common Stock During the six-months period ended February 28, 2015, the Company issued the following shares of its common stock: In connection with the extension of certain agreements related to the reverse acquisition, the Company issued to certain shareholders of the Company, all of whom were shareholders prior to the reverse acquisition, 10,000 shares of common stock of the Company valued at $8,800. The value of the common stock was based on the market price of the stock on the date of issuance. In connection with short-term loans made to the Company by two separate entities (one of which was repaid in full during the period ended February 28, 2015), the Company agreed that, for each two weeks that each such loan remains outstanding, the Company is required to issue 37,500 shares of its common stock - in addition to an initial grant of 37,500 shares to each lender. During the six-month period ended February 28, 2015, the Company issued 828,750 shares valued at $475,275 in connection with these two loans. The value of the common stock was based on the market price of the stock on the date of issuance and has been recorded as interest expense in the Company’s statement of operations. The Company issued 2,223,537 shares of common stock to various entities and individuals for services valued at $965,017. The value of the common stock was based on the market price of the stock on the date of issuance During the year ended August 31, 2014, the Company issued 26,959,829 shares of common stock as follows: Description Shares Issued Common stock issued for cash proceeds of $3,378,000 7,193,654 Common stock issued for services of $911,569 2,045,163 Cash received for exercise of options and warrants at $0.03 per share 3,909,226 Common stock issued for debt issuance costs 1,587,738 Common stock issued for debt modifications 1,373,914 Cash received and services credited for exercise of options and warrants at $0.03 per share 2,884,134 Common stock issued in reverse recapitalization 8,006,000 Total 26,959,829

Note 13 - Stock Options and War

Note 13 - Stock Options and Warrants	6 Months Ended
	Feb. 28, 2015
Notes
Note 13 - Stock Options and Warrants	NOTE 13—STOCK OPTIONS AND WARRANTS Stock Options During the six-month period February 28, 2015, the Company granted no new options to acquire its common stock. During the year ended August 31, 2014, the Company granted 9,573,604 options to purchase common stock at $0.50 per share to the Company employees and consultants. 1,477,687 options vested immediately and 8,095,917 options vested 1/3 on each grant anniversary date for the subsequent three years. All options granted in 2014 expire on August 30, 2024. Subsequent to August 31, 2014, 100,000 of the non-vested options granted have been rescinded, thus, leaving 9,473,604 stock options outstanding and 1,477,686 stock options exercisable. Stock compensation expense is recognized on a pro-rata basis over the vesting period of the options. During the three month period ended February 28, 2015 the Company recognized $1,627,015 in compensation expense arising from options issued, leaving $8,255,959 of compensation expense on stock options to be recognized subsequent to February 28, 2015. Warrants During the six-month period ended February 28, 2015, the Company granted 2,892,521 warrants to creditors and service providers to acquire its common stock. During the year ended August 31, 2014, the Company granted 25,358,996 warrants to acquire its common stock. The warrants were granted in connection with existing debt arrangements and the fair value of the warrants were recorded as interest expense during the period. In connection with the reverse recapitalization which took effect on June 4, 2014, 28,824,069 options to purchase membership units in KCI Investments, LLC were cancelled. In applying the Black-Scholes options pricing model to the options and warrant grants, the fair value of our share-based awards granted were estimated using the following assumptions for the periods indicated below: February 28, 2015 Risk-free interest rate 1.45% –1.49% Expected options life 4.87 – 5.00 Expected dividend yield - Expected price volatility 523% – 538% A summary of the status of the Company’s stock options as of February 28, 2015 and changes during the periods ended February 28, 2015 and August 31, 2014 is presented below: Number of Options and Warrants Outstanding at August 31, 2013 14,648,407 Options and warrants granted 41,245,400 Options and warrants exercised (947,825 ) Options and warrants forfeited, cancelled or expired (47,339,044 ) Outstanding at August 31, 2014 9,573,604 Options and warrants granted 2,892,521 Options and warrants exercised - Options and warrants forfeited or expired (100,000 ) Outstanding at February 28, 2015 12,366,125 Exercisable at November 30, 2014 4,370,207 The following table summarizes information about options and warrants as of February 28, 2015: Options and Warrants Outstanding Options and Warrants Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.01 to $0.40 500,000 4.90 $0.40 500,000 $0.40 $0.41 to $0.60 9,723,604 4.46 $0.50 1,727,686 $0.50 $0.61 and up 2,142,521 4.75 $0.80 2,142,521 $0.80 12,366,125 4.53 $0.55 4,370,207 $0.64

Note 14 - Fair Value Measuremen

Note 14 - Fair Value Measurements	6 Months Ended
	Feb. 28, 2015
Notes
Note 14 - Fair Value Measurements	NOTE 14—FAIR VALUE MEASUREMENTS The company uses the Black-Sholes model to calculate the fair value of the derivative liability. Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of February 28, 2015 and 2014, consisted of the following: Fair Value Measurements Using Description Total Fair Value at February 28, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 1,562,718 $ - $ 1,562,718 - Fair Value Measurements Using Description Total Fair Value at August 31, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ - $ - $ - -

Note 15 - Subsequent Events

Note 15 - Subsequent Events	6 Months Ended
	Feb. 28, 2015
Notes
Note 15 - Subsequent Events	NOTE 15—SUBSEQUENT EVENTS Store Closings On March 13, 2015, the Company closed its Capriotti's Sandwich Shop in San Marcos, California. On April 8, 2015, the Company closed its Capriotti's Sandwich Shop in San Diego, California. Neither location was profitable. The Company currently is exploring alternative restaurant concepts for those locations. Capriotti's Relationship On June 29, 2015, the Company consummated an agreement with Capriotti's Sandwich Shops, Inc., the franchisor of the Company's Capriotti's Sandwich Shops, whereby: Capriotti's Sandwich Shops, Inc. and the Company have agreed to terminate the Franchise Agreements and Area Development Agreements between these two parties; the Company will continue to operate its existing Capriotti's Sandwich Shops during a mutually-agreed transition period, and the Company will have an agreed time-frame to either sell its existing Capriotti's Sandwich Shops (some of which Capriotti's Sandwich Shops, Inc. has expressed interest in acquiring) or convert some of them to restaurants not under the Capriotti’s brand but under a brand proprietary to the Company. Financing-Related Transactions On April 21, 2015, the Company entered into a $190,000 short-term convertible note, bearing interest at 22 percent and convertible at the lower of $0.0001 per share or 50 percent of the lowest intra-day trading price for the Company’s common stock during ten (10) trading days immediately prior to the date of conversion. As additional consideration for this loan the Company issued to the lenders 250,000 shares of the Company's common stock. On May 31, 2015, this note went into default due to non-payment and the Company issued an additional 150,000 shares of common stock to the lender to extend the maturity date. On April 21, 2015, the Company issued 60,000 shares of common stock to various entities and individuals for services valued at approximately $18,000. The value of the common stock was based on the market price of the stock on the date of issuance. On April 24, 2015, the Company issued one (1) share of Class B membership units in exchange for $500,000 plus $60,000 for administrative expenses due to third parties, $250,000 of which has been received as of filing date of these financial statements. The Company also received $600,000 in full satisfaction of subscriptions receivable outstanding at February 28, 2015. On April 28, 2015, the Company granted 250,000 five-year warrants to acquire common shares of the Company at an exercise price of $0.50 per share to an employee for services provided. On June 19, 2015, the Company entered into a $190,000 short-term convertible note, bearing interest at 22 percent and convertible at the lower of $0.0001 per share or 50 percent of the lowest intra-day trading price for the Company’s common stock during ten (10) trading days immediately prior to the date of conversion. As additional consideration for this loan the Company issued to the lenders 400,000 shares of the Company's common stock. Cash proceeds from the loan were $150,000 due to an original issuance discount on the note of $40,000. On June 2, 2015, the Company has entered into an accounts receivable financing arrangement with third party for a principal amount received in cash of $71,000. The terms of the arrangements require the Company to repay the principal balance plus an additional $26,980 for total remittance of $97,980. The terms of repayment require the Company to remit to the lender 14 percent of all future receivables arising from credit card, debit card and prepaid transactions until such time as the total remittance is paid in full. These borrowing is secured by the assets of the Company.

Note 3 - Summary of Significa21

Note 3 - Summary of Significant Accounting Policies: Condensed Financial Statements (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Condensed Financial Statements	Condensed Financial Statements The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at February 28, 2015 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2014 audited financial statements. The results of operations for the periods ended February 28, 2015 and 2014 are not necessarily indicative of the operating results for the full years.

Note 3 - Summary of Significa22

Note 3 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Use of Estimates	Use of Estimates The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions.

Note 3 - Summary of Significa23

Note 3 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents.

Note 3 - Summary of Significa24

Note 3 - Summary of Significant Accounting Policies: Accounts Receivable (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Accounts Receivable	Accounts Receivable Accounts receivable primarily consists of receivables from undeposited funds from the Company’s credit card processor, third party gift card distributors, payroll-related tax receivables, vendor rebates and receivables arising from the normal course of business from catering sales. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable based on a specific review of account balances. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recoverability is considered remote.

Note 3 - Summary of Significa25

Note 3 - Summary of Significant Accounting Policies: Inventory (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Inventory	Inventory Inventory (consisting principally of food, beverages and supplies), is valued at the lower of first-in, first-out cost or market. Certain key ingredients bread, meats vegetables, cheeses and beverages are purchased from a small number of suppliers.

Note 3 - Summary of Significa26

Note 3 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Revenue Recognition	Revenue Recognition Revenue from restaurant sales is recognized when food and beverage products are sold. The Company reports revenue net of sales and use taxes collected from customers and remitted to governmental taxing authorities.

Note 3 - Summary of Significa27

Note 3 - Summary of Significant Accounting Policies: Income Taxes (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, Income Taxes ("Topic 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. At the adoption date of November 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of February 28, 2015 and August 31, 2014, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files an income tax return in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2008.

Note 3 - Summary of Significa28

Note 3 - Summary of Significant Accounting Policies: Basic and Diluted Loss Per Common Share (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
Basic and Diluted Loss Per Common Share	Basic and Diluted Loss per Common Share Basic loss per common share is calculated by dividing the Company’s net loss applicable to shareholders by the weighted average number of shares during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is adjusted for any potentially dilutive debt or equity. There were 5,349,676 such shares outstanding as of February 28, 2015, which were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive.

Note 3 - Summary of Significa29

Note 3 - Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies)	6 Months Ended
	Feb. 28, 2015
Policies
New Accounting Pronouncements	New Accounting Pronouncements The Company’s management has considered all recent accounting pronouncements. Management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

Note 4 - Property and Equipme30

Note 4 - Property and Equipment: Property, Plant and Equipment (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Property, Plant and Equipment	February 28, 2015 August 31, 2014 Building and leasehold improvements $ 3,825,917 $ 3,161,646 Machinery and equipment 1,050,275 1,022,299 Furniture and fixtures 830,044 358,390 Less: Accumulated depreciation (1,482,052 ) (1,123,592 ) Property and equipment, net $ 4,224,184 $ 3,418,743

Note 5 - Restaurant Purchases31

Note 5 - Restaurant Purchases and Sales: Schedule of Business Acquisitions, by Acquisition (Tables)	6 Months Ended
	Feb. 28, 2015
Papa John's
Schedule of Business Acquisitions, by Acquisition	Consideration paid: Cash paid $ 329,032 Total purchase price $ 329,032 Consideration received: Cash $ 1,000 Inventory 8,032 Other current assets 8,784 Property and equipment, leasehold improvements 120,000 Intangible assets – franchise rights 191,216 Total Assets Acquired $ 329,032
Green Valley Ranch
Schedule of Business Acquisitions, by Acquisition	Consideration paid: Cash paid $ 25,000 Forgiveness of rent payable 25,160 Total purchase price $ 50,160 Consideration received: Other current assets $ 4,000 Property and equipment, leasehold improvements, net 27,487 Intangible assets, franchise rights, net 81,954 Loss on sale of assets (63,281) Total assets acquired $ 50,160

Note 6 - Intangible Assets_ Sch

Note 6 - Intangible Assets: Schedule of territory and franchise rights of the company (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of territory and franchise rights of the company	February 28, 2015 August 31, 2014 Territory and franchise rights $ 2,058,595 $ 1,926,194 Less: Accumulated amortization (1,225,887 ) (1,028,348 ) Territory and franchise rights, net $ 832,708 $ 897,846

Note 6 - Intangible Assets_ S33

Note 6 - Intangible Assets: Schedule of estimated amortization expense to be recorded for the next five years (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of estimated amortization expense to be recorded for the next five years	2015 $ 210,358 2016 137,015 2017 137,015 2018 137,015 2019 137,015 Thereafter 74,289 Total future amortization $ 832,708

Note 8 - Notes Payable_ Schedul

Note 8 - Notes Payable: Schedule of notes payable (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of notes payable	February 28, August 31, 2015 2014 Note payable bearing interest at 13.5% per annum, originated June 22, 2012, original maturity date of June 22, 2013. This note bears a default interest rate of 18.5%*. $ 2,950,000 $ 2,700,000 Note payable bearing interest at 12.0% per annum, originated December 27, 2012, original maturity date of December 27, 2013. This note is in default and currently bears a default interest rate of 17.0% plus late fees [1] . 1,000,000 1,000,000 Note payable bearing interest at 12.0% per annum, originated February 1, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 550,000 550,000 Note payable bearing interest at 12.0% per annum, originated February 1, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 650,000 650,000 Note payable bearing interest at 12.0% per annum, originated February 1, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 800,000 800,000 Note payable bearing interest at 12.0% per annum, originated October 30, 2013, original maturity date of November 30, 2013. This note is in default and currently bears a default interest rate of 17.0% plus late fees¹. 99,166 99,166 Note payable bearing interest at 13.3% per annum, originated August 13, 2013, original maturity date of August 1, 2014. This note is in default and currently bears a default interest rate of 18.3% plus late fees¹. 90,000 90,000 Note payable bearing interest at 12.0% per annum, originated June 7, 2013, original maturity date of June 7, 2016. This note is in default and currently bears a default interest rate of 17.0% plus late fees ¹. 500,000 500,000 Note payable bearing interest at 12% per annum, originated August 24, 2013, original maturity date of October 24, 2014. This note is in default and currently bears a default interest rate of 18.3% plus late fees¹. 8,656 8,656 Note payable originated October 2, 2014, original maturity date of October 16, 2014, interest obligation of $5,000. 100,000 - Note payable bearing interest at 10.0% per annum, originated December 4, 2013, due on October 15, 2014. This note is currently in default and bears a default interest rate of 15.0%. 560,000 560,000 Notes payable bearing interest at 5.0% per annum, originated August 31, 2014, payable upon demand. 80,000 80,000 Notes Payable bearing interest at 18.0% per annum originated May 8, 2014, payable upon demand. 225,000 250,000 Notes Payable bearing interest at 7.4% per annum, originated July 11, 2014 maturity date of April 13, 2015. 53,662 126,577 Secured borrowings 222,666 449,722 Total notes payable $ 7,889,150 $ 7,866,299 Less: current-term portion of notes payable (7,389,150) (7,366,299) Long-term notes payable $ 500,000 $ 500,000

Note 9 - Convertible Notes Pa35

Note 9 - Convertible Notes Payable: Schedule of convertible notes payable (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of convertible notes payable	February 28, August 31, 2015 2014 Convertible note payable bearing interest at 10.0% per annum, originated April 23, 2012, original maturity date of April 23, 2017. The note is convertible into common shares of the Company at $1.00 per share. $ 550,000 $ 550,000 Convertible note payable bearing interest at 9.0% per annum, originated July 25, 2013, original maturity date of July 25, 2018. The note is convertible into common shares of the Company at $1.50 per share. 50,000 50,000 Convertible note payable bearing interest at the market interest rate plus 6.4% per annum, originated May 1, 2012, original maturity date of May 1, 2015. The note is convertible into common shares of the Company at $0.30 per share. 300,000 300,000 Convertible note payable bearing interest at 12.0% per annum, originated February 17, 2015, maturity date of February 16, 2016. The note is convertible upon the occurrence and continuance of an event of default for a 15 day period at 85 percent of the lowest average daily volume weighted average price of the Company’s common shares during the five trading days immediately prior to the date of conversion. 1,000,000 1,000,000 Total convertible notes payable $ 1,850,000 $ 850,000 Less: current portion (1,300,000) (300,000) Long-term convertible notes payable $ 550,000 $ 550,000

Note 10 - Derivative Liability_

Note 10 - Derivative Liability: Schedule of assumptions used to value the derivative liabilities using the Black-Scholes options pricing model (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of assumptions used to value the derivative liabilities using the Black-Scholes options pricing model	February 28, 2015 Risk-free interest rate 0.22% – 1.61% Expected options life 00.3 – 5.00 Expected dividend yield - Expected price volatility 74% – 241%

Note 12 - Stockholders' Defic37

Note 12 - Stockholders' Deficit: Schedule of issued shares of common stock (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of issued shares of common stock	Description Shares Issued Common stock issued for cash proceeds of $3,378,000 7,193,654 Common stock issued for services of $911,569 2,045,163 Cash received for exercise of options and warrants at $0.03 per share 3,909,226 Common stock issued for debt issuance costs 1,587,738 Common stock issued for debt modifications 1,373,914 Cash received and services credited for exercise of options and warrants at $0.03 per share 2,884,134 Common stock issued in reverse recapitalization 8,006,000 Total 26,959,829

Note 13 - Stock Options and W38

Note 13 - Stock Options and Warrants: Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Valuation Assumptions Table TextBlock (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Valuation Assumptions Table TextBlock	February 28, 2015 Risk-free interest rate 1.45% –1.49% Expected options life 4.87 – 5.00 Expected dividend yield - Expected price volatility 523% – 538%

Note 13 - Stock Options and W39

Note 13 - Stock Options and Warrants: Schedule of Share-based Compensation, Stock Options, Activity (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of Share-based Compensation, Stock Options, Activity	Number of Options and Warrants Outstanding at August 31, 2013 14,648,407 Options and warrants granted 41,245,400 Options and warrants exercised (947,825 ) Options and warrants forfeited, cancelled or expired (47,339,044 ) Outstanding at August 31, 2014 9,573,604 Options and warrants granted 2,892,521 Options and warrants exercised - Options and warrants forfeited or expired (100,000 ) Outstanding at February 28, 2015 12,366,125 Exercisable at November 30, 2014 4,370,207

Note 13 - Stock Options and W40

Note 13 - Stock Options and Warrants: Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range	Options and Warrants Outstanding Options and Warrants Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.01 to $0.40 500,000 4.90 $0.40 500,000 $0.40 $0.41 to $0.60 9,723,604 4.46 $0.50 1,727,686 $0.50 $0.61 and up 2,142,521 4.75 $0.80 2,142,521 $0.80 12,366,125 4.53 $0.55 4,370,207 $0.64

Note 14 - Fair Value Measurem41

Note 14 - Fair Value Measurements: Fair Value, Assets Measured on Recurring Basis (Tables)	6 Months Ended
	Feb. 28, 2015
Tables/Schedules
Fair Value, Assets Measured on Recurring Basis	Fair Value Measurements Using Description Total Fair Value at February 28, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 1,562,718 $ - $ 1,562,718 - Fair Value Measurements Using Description Total Fair Value at August 31, 2014 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ - $ - $ - -

Note 1 - Organization and Nat42

Note 1 - Organization and Nature of Business (Details) - KCI Holding I, LLC	6 Months Ended
	Feb. 28, 2015	Jun. 04, 2014
Business Acquisition, Percentage of Voting Interests Acquired		100.00%
Number of Franchise Brands	2
Number of Restaurants	17
Capriotti's Sandwich Shops
Number of Restaurants	9
Papa John's
Number of Restaurants	6
Elements Kitchen & Martini Bar and Social Bistro & Wine Bar
Number of Restaurants	2

Note 2 - Going Concern (Details

Note 2 - Going Concern (Details) - USD ($)	Feb. 28, 2015	Aug. 31, 2014
Details
Working Capital Deficit	$ 14,445,762
Accumulated deficit	$ 30,887,559	$ 20,463,967

Note 3 - Summary of Significa44

Note 3 - Summary of Significant Accounting Policies: Basic and Diluted Loss Per Common Share (Details)	6 Months Ended
	Feb. 28, 2015shares
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,349,676

Note 4 - Property and Equipme45

Note 4 - Property and Equipment: Property, Plant and Equipment (Details) - USD ($)	Feb. 28, 2015	Aug. 31, 2014
Property and equipment, net	$ 4,224,184	$ 3,418,743
Less: Accumulated depreciation	(1,482,052)	(1,123,592)
Building and Leasehold Improvements
Property and equipment, net	3,825,917	3,161,646
Machinery and Equipment
Property and equipment, net	1,050,275	1,022,299
Furniture and Fixtures
Property and equipment, net	$ 830,044	$ 358,390

Note 4 - Property and Equipme46

Note 4 - Property and Equipment (Details) - USD ($)	6 Months Ended
	Feb. 28, 2015	Feb. 28, 2014
Details
Depreciation, Depletion and Amortization	$ 358,460	$ 295,547

Note 5 - Restaurant Purchases47

Note 5 - Restaurant Purchases and Sales: Schedule of Business Acquisitions, by Acquisition (Details)	Feb. 28, 2015USD ($)
Papa John's
Business Combination Recognized Identifiable Assets Acquired Cash Paid	$ 329,032
Business Combination Recognized Identifiable Assets Acquired Purchase Price	329,032
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	1,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory	8,032
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets	8,784
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	120,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	191,216
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	329,032
Green Valley Ranch
Business Combination Recognized Identifiable Assets Acquired Cash Paid	25,000
Business Combination Recognized Identifiable Assets Acquired Purchase Price	50,160
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets	4,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	27,487
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	81,954
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	50,160
Business Acquisition Cost Of Acquired Entity Forgiveness of Rent Payable	25,160
Business Acquisition Purchase Price Allocation Loss on Sale of Assets	$ (63,281)

Note 6 - Intangible Assets_ S48

Note 6 - Intangible Assets: Schedule of territory and franchise rights of the company (Details) - USD ($)	Feb. 28, 2015	Aug. 31, 2014
Details
Territory and franchise rights	$ 2,058,595	$ 1,926,194
Less: Accumulated amortization	(1,225,887)	(1,028,348)
Prepaid franchise and territory rights fees, net	$ 832,708	$ 897,846

Note 6 - Intangible Assets (Det

Note 6 - Intangible Assets (Details) - USD ($)	6 Months Ended
	Feb. 28, 2015	Feb. 28, 2014
Details
Amortization of Intangible Assets	$ 197,539	$ 114,635

Note 6 - Intangible Assets_ S50

Note 6 - Intangible Assets: Schedule of estimated amortization expense to be recorded for the next five years (Details) - USD ($)	Feb. 28, 2015	Aug. 31, 2014
Details
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	$ 210,358
Finite-Lived Intangible Assets, Amortization Expense, Year Two	137,015
Finite-Lived Intangible Assets, Amortization Expense, Year Three	137,015
Finite-Lived Intangible Assets, Amortization Expense, Year Four	137,015
Finite-Lived Intangible Assets, Amortization Expense, Year Five	137,015
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	74,289
Prepaid franchise and territory rights fees, net	$ 832,708	$ 897,846

Note 7 - Related Party Transa51

Note 7 - Related Party Transactions (Details) - USD ($)	6 Months Ended
	Feb. 28, 2015	Aug. 31, 2014
Details
Related party notes payable	$ 1,205,072	$ 0
Increase (Decrease) in Due from Related Parties	1,573,591
Costs and Expenses, Related Party	89,408
Repayments of Related Party Debt	$ 457,927

Note 8 - Notes Payable_ Sched52

Note 8 - Notes Payable: Schedule of notes payable (Details) - USD ($)	Feb. 28, 2015	Aug. 31, 2014
Notes Payable	$ 7,889,150	$ 7,866,299
Secured Borrowings, Gross, Difference, Amount	222,666	449,722
Short-term notes payable, net of debt discounts of $64,079 and $161,899, respectively	(7,389,150)	(7,366,299)
Long-term notes payable	500,000	500,000
Note Payable 1
Notes Payable	2,950,000	2,700,000
Note Payable 2
Notes Payable	1,000,000	1,000,000
Note Payable 3
Notes Payable	550,000	550,000
Note Payable 4
Notes Payable	650,000	650,000
Note Payable 5
Notes Payable	800,000	800,000
Note Payable 6
Notes Payable	99,166	99,166
Note Payable 7
Notes Payable	90,000	90,000
Note Payable 8
Notes Payable	500,000	500,000
Note Payable 9
Notes Payable	8,656	8,656
Note Payable 10
Notes Payable	100,000
Note Payable 11
Notes Payable	560,000	560,000
Note Payable 12
Notes Payable	80,000	80,000
Note Payable 13
Notes Payable	225,000	250,000
Note Payable 14
Notes Payable	$ 53,662	$ 126,577

Note 8 - Notes Payable (Details

Note 8 - Notes Payable (Details) - USD ($)	6 Months Ended
	Feb. 28, 2015	Feb. 28, 2014	Aug. 31, 2014
Repayments on notes payable	$ 858,419	$ 807,187
Proceeds from (Payments for) Other Financing Activities	670,000
Total Remittance of Secured Borrowings	922,650
Interest Expense, Borrowings	252,650
Secured Borrowings, Gross, Difference, Amount	222,666		$ 449,722
Short-term notes payable, debt discount	64,079		$ 161,899
Note Payable 15
Repayments on notes payable	$ 100,000

Note 9 - Convertible Notes Pa54

Note 9 - Convertible Notes Payable: Schedule of convertible notes payable (Details) - USD ($)	Feb. 28, 2015	Aug. 31, 2014
Convertible Debt	$ 1,850,000	$ 850,000
Convertible Debt, Current	(1,300,000)	(300,000)
Long-term convertible notes payable	550,000	550,000
Convertible Note Payable 1
Convertible Debt	550,000	550,000
Convertible Note Payable 2
Convertible Debt	50,000	50,000
Convertible Note Payable 3
Convertible Debt	300,000	300,000
Convertible Note Payable 4
Convertible Debt	$ 1,000,000	$ 1,000,000

Note 10 - Derivative Liabilit55

Note 10 - Derivative Liability: Schedule of assumptions used to value the derivative liabilities using the Black-Scholes options pricing model (Details) - 6 months ended Feb. 28, 2015	Total
Minimum
Fair Value Assumptions, Risk Free Interest Rate	0.22%
Fair Value Assumptions, Expected Term	3 months 18 days
Fair Value Assumptions, Expected Volatility Rate	74.00%
Maximum
Fair Value Assumptions, Risk Free Interest Rate	1.61%
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Expected Volatility Rate	241.00%

Note 10 - Derivative Liability

Note 10 - Derivative Liability (Details) - USD ($)	6 Months Ended	12 Months Ended
	Feb. 28, 2015	Aug. 31, 2014
Details
Derivative Liability, Current	$ 1,562,718	$ 0
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss)	$ 808,240	$ 604,553

Note 11 - Class B Membership 57

Note 11 - Class B Membership Units (Details)	6 Months Ended	12 Months Ended
	Feb. 28, 2015USD ($)shares	Aug. 31, 2014USD ($)shares
Class B Membership units, authorized units | shares	8	8
Class B Membership units, issued units | shares	7	7
Class B Membership units, outstanding units | shares	2	2
Proceeds From Issuance Of Membership Units	$ 1,900,000	$ 1,120,000
Subscriptions Receivable	600,000
Administrative Fees	300,000	$ 120,000
Capital Unit, Class B
Partners' Capital Account, Public Sale of Units	500,000
Requirement of foreign investor to invest	$ 1,000,000
Capital Unit, Class B | Minimum
Percentage Of Distributions Received	0.50%
Requirement of foreign investor to invest	$ 500,000
Number of jobs created for workers	10
Capital Unit, Class B | Maximum
Percentage Of Distributions Received	3.00%

Note 12 - Stockholders' Defic58

Note 12 - Stockholders' Deficit (Details) - USD ($)	6 Months Ended	12 Months Ended
	Feb. 28, 2015	Aug. 31, 2014
Common stock shares authorized	150,000,000	150,000,000
Common stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	15,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001
Common stock shares issued	45,633,262	42,570,975
Common stock shares outstanding	45,633,262	42,570,975
Common stock and warrants granted for loan modifications	$ 8,800
Common stock issued in connection with execution of notes payable	475,275
Stock Issued During Period, Value, Issued for Services	$ 965,017
Common Stock
Common stock shares issued		26,959,829
Common Stock And Warrants Granted For Loan Modifications - Shares	10,000
Common Stock Issued In Connection With Execution Of Notes Payable - Shares	828,750
Stock Issued During Period, Shares, Issued for Services	2,223,537	2,045,163
Series B Preferred Stock
Preferred stock shares authorized	1	1
Preferred stock shares issued	1
Fair value of derivative	$ 5,975
Proceeds attributed to preferred stock issuance	$ 118,024
Series A Preferred Stock
Preferred stock shares authorized	14,999,999	14,999,999
Preferred stock shares issued

Note 12 - Stockholders' Defic59

Note 12 - Stockholders' Deficit: Schedule of issued shares of common stock (Details) - shares	6 Months Ended	12 Months Ended
	Feb. 28, 2015	Aug. 31, 2014
Common stock shares issued	45,633,262	42,570,975
Common Stock
Stock Issued During Period, Shares, New Issues		7,193,654
Stock Issued During Period, Shares, Issued for Services	2,223,537	2,045,163
Stock Issued During Period Shares Options And Warrants Exercised		3,909,226
Stock Issued During Period Shares For Debt Issuance Costs		1,587,738
Stock Issued During Period Shares For Debt Modification		1,373,914
Stock Issued During Period Share Cash Received And Services Credited For Options And Warrants Exercised		2,884,134
Stock Issued During Period Shares Recapitalization		8,006,000
Common stock shares issued		26,959,829

Note 13 - Stock Options and W60

Note 13 - Stock Options and Warrants (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Feb. 28, 2015	Feb. 28, 2015	Aug. 31, 2014
Stock or Unit Option Plan Expense	$ 1,627,015
Employee Stock Option
Stock Options Outstanding	9,473,604	9,473,604
Stock Options Exercisable	1,477,686	1,477,686
Employees and Consultants
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			9,573,604
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.50
Options Vested Immediately			1,477,687
Options Vested on each grant anniversary date			8,095,917
Warrants
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		2,892,521	25,358,996
Options cancelled to purchase membership units in KCI Investments, LLC			28,824,069

Note 13 - Stock Options and W61

Note 13 - Stock Options and Warrants: Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Valuation Assumptions Table TextBlock (Details) - 6 months ended Feb. 28, 2015	Total
Minimum
Fair Value Assumptions, Risk Free Interest Rate	0.22%
Fair Value Assumptions, Expected Term	3 months 18 days
Fair Value Assumptions, Expected Volatility Rate	74.00%
Maximum
Fair Value Assumptions, Risk Free Interest Rate	1.61%
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Expected Volatility Rate	241.00%
Employee Stock Option | Minimum
Fair Value Assumptions, Risk Free Interest Rate	1.45%
Fair Value Assumptions, Expected Term	4 years 10 months 13 days
Fair Value Assumptions, Expected Volatility Rate	523.00%
Employee Stock Option | Maximum
Fair Value Assumptions, Risk Free Interest Rate	1.49%
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Expected Volatility Rate	538.00%

Note 13 - Stock Options and W62

Note 13 - Stock Options and Warrants: Schedule of Share-based Compensation, Stock Options, Activity (Details) - Options and Warrants - shares	6 Months Ended	12 Months Ended
	Feb. 28, 2015	Aug. 31, 2014	Aug. 31, 2013
Stock Options Outstanding	12,366,125	9,573,604	14,648,407
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	2,892,521	41,245,400
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		(947,825)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period	(100,000)	(47,339,044)
Stock Options Exercisable	4,370,207

Note 13 - Stock Options and W63

Note 13 - Stock Options and Warrants: Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range (Details) - Feb. 28, 2015 - $ / shares	Total
Options and Warrants Outstanding
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	12,366,125
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 6 months 11 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 0.55
Options and Warrants Outstanding | N001To040Member
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	500,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 10 months 24 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 0.40
Options and Warrants Outstanding | N041To060Member
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	9,723,604
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 5 months 16 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 0.50
Options and Warrants Outstanding | N061AndUpMember
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	2,142,521
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 9 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 0.80
Options and Warrants Exercisable
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	4,370,207
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 0.64
Options and Warrants Exercisable | N001To040Member
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	500,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 0.40
Options and Warrants Exercisable | N041To060Member
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	1,727,686
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 0.50
Options and Warrants Exercisable | N061AndUpMember
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	2,142,521
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 0.80

Note 14 - Fair Value Measurem64

Note 14 - Fair Value Measurements: Fair Value, Assets Measured on Recurring Basis (Details)	Feb. 28, 2015USD ($)
Derivative Liability, Fair Value, Gross Liability	$ 1,562,718
Fair Value, Inputs, Level 2
Derivative Liability, Fair Value, Gross Liability	$ 1,562,718

Note 15 - Subsequent Events (De

Note 15 - Subsequent Events (Details) - USD ($)	4 Months Ended	6 Months Ended
	Jun. 15, 2015	Feb. 28, 2015
Proceeds from (Payments for) Other Financing Activities		$ 670,000
FinancingRelatedTransaction1Member
Proceeds from (Payments for) Other Financing Activities	$ 190,000
FinancingRelatedTransaction2Member
Proceeds from (Payments for) Other Financing Activities	18,000
FinancingRelatedTransaction3Member
Proceeds from (Payments for) Other Financing Activities	500,000
FinancingRelatedTransaction4Member
Proceeds from (Payments for) Other Financing Activities	190,000
FinancingRelatedTransaction5Member
Proceeds from (Payments for) Other Financing Activities	$ 71,000

Uncategorized Items - dixi-2015

Label	Element	Value
NET LOSS	us-gaap_NetIncomeLoss	$ (412,040)
NET LOSS	us-gaap_NetIncomeLoss	(6,191,316)
Loss on sale of assets	us-gaap_GainsLossesOnSalesOfAssets	$ (63,280)