Dixie Foods International (DIXI) 10-Q 20 Aug 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May. 31, 2015	Aug. 20, 2015
Document and Entity Information:
Entity Registrant Name	Preferred Restaurant Brands, Inc.
Document Type	10-Q
Document Period End Date	May 31, 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		46,739,366
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	Q3

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	May. 31, 2015	Aug. 31, 2014
CURRENT ASSETS:
Cash	$ 34,241	$ 24,033
Accounts receivable	146,751	75,216
Other receivables		4,632
Food inventory	99,679	103,367
Prepaid expenses	305,951	111,678
Debt issuance costs, net	116,640
Total Current Assets	703,262	318,926
Prepaid franchise and territory rights fees, net	$ 681,986	$ 897,846
Investments
Property and equipment, net	$ 4,029,839	$ 3,418,743
Total Assets	5,415,087	4,635,515
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,525,024	933,507
Deferred revenue	39,835	95,186
Related party notes payable	1,365,287	0
Short-term notes payable, net of discounts	7,428,027	7,366,299
Short-term convertible notes payable	1,172,484	300,000
Derivative liability	1,067,472
Total Current Liabilities	15,598,129	8,694,992
Long-term notes payable	567,211	500,000
Long-term convertible notes payable	550,000	550,000
Total Liabilities	16,715,340	9,744,992
Class B membership units, no par value, 8 units authorized, 7 and 2 units issued and outstanding, respectively	3,500,000	1,000,000
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 150,000,000 shares authorized, 46,339,366 and 42,570,975 shares issued and outstanding	46,340	42,572
Additional paid-in capital	18,412,719	14,311,918
Accumulated deficit	(33,377,404)	(20,463,967)
Total Stockholders' Deficit	(14,800,253)	(6,109,477)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 5,415,087	$ 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 ($) None in scaling factor is -9223372036854775296	May. 31, 2015	Aug. 31, 2014
Preferred stock shares authorized	15,000,000
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	46,339,366	42,570,975
Common stock shares outstanding	46,339,366	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		9 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Consolidated Statements of Operations
REVENUE	$ 2,185,433	$ 1,851,020	$ 6,110,079	$ 4,468,839
Restaurant operating costs:
Food, beverage and packaging	689,944	960,394	2,238,728	1,915,101
Labor and related	829,004	514,259	2,227,821	1,204,159
Occupancy	169,607	164,579	964,921	461,053
Other restaurant operating	271,098	179,132	1,435,933	710,601
Total Restaurant Operating Expenses	1,959,653	1,818,364	6,867,403	4,290,914
Income (Loss) from Restaurant Operations	225,780	32,656	(757,324)	177,925
General and administrative	2,401,136	131,088	7,022,470	1,193,936
Depreciation and amortization	135,416	239,112	341,435	359,079
Pre-opening costs	35,573	8,512	508,977	318,072
Total	2,572,125	378,712	7,872,882	1,871,087
LOSS FROM OPERATIONS	(2,346,345)	(346,056)	(8,630,206)	(1,693,162)
OTHER INCOME (EXPENSES):
Loss on sale of assets			(63,280)
Interest expense	(874,664)	(77,691)	(5,721,405)	(383,133)
Derivative gain (expense)	688,197		1,496,437	301,140
Other income (expense)	42,967	(2,988)	5,017	(2,988)
TOTAL OTHER INCOME (EXPENSE)	(143,500)	(80,679)	(4,283,231)	(84,981)
LOSS BEFORE PROVISION FOR INCOME TAXES	$ (2,489,845)	$ (426,735)	$ (12,913,437)	$ (1,778,143)
PROVISION FOR INCOME TAXES
NET LOSS	$ (2,489,845)	$ (426,735)	$ (12,913,437)	$ (1,778,143)
NET LOSS PER SHARE - BASIC AND DILUTED	$ (0.05)	$ (0.01)	$ (0.29)	$ (0.04)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic and diluted	45,775,720	42,570,975	44,377,770	42,570,975

Consolidated Statement of Cash

Consolidated Statement of Cash Flows - USD ($)	9 Months Ended
	May. 31, 2015	May. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS	$ (12,913,437)	$ (1,778,143)
Adjustments to reconcile change in net loss to net cash used in operating activities:
Depreciation and amortization	983,071	726,726
Loss on sale of assets	63,280
Expenses paid on behalf of the Company by related parties	89,760
Fair value of warrants issued for interest expense on debt		717,207
Amortization of debt discounts and debt issuance costs	337,830	519,718
Change in derivative liability	1,005,240	(301,140)
Services credited for exercise of warrants and stock options		(75,000)
Stock issued in connection with execution of notes payable	621,597
Stock and warrants granted for loan modifications	8,800
Vesting of stock options granted	2,491,149	47,652
Common stock issued for services	983,022
Changes in operating assets and liabilities:
Accounts and other receivables, net	(71,535)	(40,764)
Food inventory	11,720	(5,992)
Deposits and prepaid expenses	(184,857)	(39,554)
Debt issuance costs	(116,640)
Accounts payable and accrued liabilities	3,616,678	38,740
Deferred revenue	(55,351)	(14,177)
NET CASH USED IN OPERATING ACTIVITIES	(3,129,673)	(304,727)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(1,139,031)	(636,796)
Cash paid for territory and franchise rights	(37,500)	(224,000)
Cash paid for asset acquisition	(328,032)	(107,187)
Cash received in asset sales	25,000
NET CASH USED IN INVESTING ACTIVITIES	(1,479,563)	(967,983)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from related party notes payable	1,275,880	530,367
Proceeds from notes payable	1,023,500	660,000
Repayments on notes payable	(1,131,016)	(700,000)
Proceeds from convertible notes payable	1,190,000
Repayments on convertible notes payable	(238,920)
Proceeds from Class B membership units issued for cash	2,500,000	1,000,000
Net Cash Provided by Financing Activities	4,619,444	1,490,367
NET CHANGE IN CASH	10,208	217,657
CASH, BEGINNING OF PERIOD	24,033	255,293
CASH, END OF PERIOD	$ 34,241	$ 472,950
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt discounts on notes payable	$ 83,450
Origination of derivative liabilities and issuance of preferred stock	$ 182,190

Note 1 - Organization and Natur

Note 1 - Organization and Nature of Business	9 Months Ended
	May. 31, 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 franchise brands: Capriotti’s Sandwich Shops and Papa John’s. KCI also operates and is developing various other restaurant concepts. KCI and its various subsidiaries, currently operate 17 restaurants: · · 6 · 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. On June 29, 2015, the Company consummated an agreement with Capriotti's Sandwich Shops, Inc., the franchisor of the Company's Capriottti's Sandwich Shops, whereby: · · · The Company currently is exploring its option in this regard.

Note 2 - Going Concern

Note 2 - Going Concern	9 Months Ended
	May. 31, 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 May 31, 2015, the Company has a working capital deficit of $14,894,867 and an accumulated deficit of $33,377,404. 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	9 Months Ended
	May. 31, 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 November 30, 2014 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 May 31, 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 May 31, 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 5,448,276 such shares outstanding as of May 31, 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	9 Months Ended
	May. 31, 2015
Notes
Note 4 - Property and Equipment	NOTE 4—PROPERTY AND EQUIPMENT As of May 31, 2015 and August 31, 2014 the Company’s property and equipment consisted of the following: May 31, 2015 August 31, 2014 Building and leasehold improvements $ 3,428,387 $ 3,161,646 Machinery and equipment 1,057,787 1,022,299 Furniture and fixtures 1,253,461 358,390 Less: Accumulated depreciation (1,709,796 ) (1,123,52 ) Property and equipment, net $ 4,029,839 $ 3,418,743 Depreciation expense included as a charge to income (including restaurant-related depreciation) recorded in “Other operating costs” was $620,449 and $440,139 for the nine months ended May 31, 2015 and 2014, respectively.

Note 5 - Asset Sales and Purcha

Note 5 - Asset Sales and Purchases	9 Months Ended
	May. 31, 2015
Notes
Note 5 - Asset Sales and Purchases	NOTE 5—ASSET SALES AND PURCHASES Purchases 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 and the other in Clovis. In total the Company paid the seller $320,000 in cash. The total purchase price was allocated as follows: Consideration paid: Cash paid $ 320,000 Total purchase price $ 320,000 Consideration received: Property and equipment - Fresno $ 35,000 Property and equipment - Clovis 35,000 Territory and franchise rights – Fresno 75,000 Territory and franchise rights – Clovis 75,000 Leasehold Improvements - Fresno 25,000 Leasehold Improvements - Clovis 25,000 Covenant not to compete - Fresno 25,000 Covenant not to compete - Clovis 25,000 Total assets acquired $ 320,000 Sale On February 19, 2015, the Company consummated the sale of its Green Valley Ranch Capriotti’s Sandwich Shop (“GVR”) to another franchisee of Capriotti’s Sandwich Shops. Pursuant to the asset purchase agreement, the purchase price of the assets consisted of a one-time payment of $25,000 in cash. The total sale price was allocated as follows: Sale Consideration $ 25,000 Allocation Of Sale Consideration Transaction-Related Expenses $ 691 GVR-Related Payables 21,081 Receivable For Net Cash Proceeds to Company * 3,228 Total $ 25,000

Note 6 - Intangible Assets

Note 6 - Intangible Assets	9 Months Ended
	May. 31, 2015
Notes
Note 6 - Intangible Assets	NOTE 6—INTANGIBLE ASSETS Intangible assets represent 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 May 31, 2015 and August 31, 2014 the Company’s territory and franchise rights consisted of the following: May 31, 2015 August 31, 2014 Territory and franchise rights $ 1,965,297 $ 1,926,194 Less: Accumulated amortization (1,283,311 ) (1,028,348 ) Territory and franchise rights, net $ 681,986 $ 897,846 Amortization expense on intangible assets included as a charge to income was $254,963 and $286,588 for the nine months ended May 31, 2015 and 2014, respectively. Estimated amortization expense to be recorded for the next five years is as follows: 2015 (remaining) $ 214,937 2016 112,929 2017 110,108 2018 110,108 2019 110,108 Thereafter 23,796 Total future amortization $ 681,986

Note 7 - Related Party Transact

Note 7 - Related Party Transactions	9 Months Ended
	May. 31, 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 nine month period ended May 31, 2015, related parties made cash loans of $2,282,906 and paid for Company expenses of $89,407. The Company made cash repayments of $1,107,027, leaving an ending balance due of $1,365,287 due to related parties at May 31, 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	9 Months Ended
	May. 31, 2015
Notes
Note 8 - Notes Payable	NOTE 8— DEBT As of May 31, 2015 and August 31, 2014 the Company’s notes payable consisted of the following: May 31, 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. 8,858 8,656 Note payable originated October 2, 2014, original maturity date of October 16, 2014. 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 Note payable bearing interest at 5.0% per annum, originated August 31, 2014, payable upon demand. 80,000 80,000 Note payable bearing interest at 18.0% per annum originated May 8, 2014, payable upon demand. 225,000 250,000 Note payable bearing interest at 7.4% per annum, originated July 11, 2014, maturity date of April 13, 2015. 25,860 126,577 Note payable bearing interest at 6.3% per annum, originated January 26, 2015, maturity date of February 2, 2019. 67,211 - Note payable bearing interest at 8.0% per annum, originated on April 22, 2015, maturity date of June 30, 2015. 250,000 Secured borrowings 39,143 449,722 Total notes payable $ 7,995,237 $ 7,866,299 Less: current-term portion of notes payable (7,428,027) (7,366,299) Long-term notes payable $ 567,211 $ 500,000 [1] In addition to the obligations noted above, on November 3, 2014, the Company entered into a financing arrangement with a lending institution for a principal amount of $150,000. The terms of the arrangements require the Company to pay the $150,000 principal balance plus an additional $67,000 for total remittance of $217,000. The terms of repayment require the Company to remit to the lender average of 15 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. The additional $67,000 will be recognized as interest expense over the estimated term of the agreement. The term is not fixed due to the variable repayment terms; however, management currently estimates such term to be approximately 11 months. The ending principal balance of this borrowing at May 31, 2015 was 75,959. Secured Borrowings As of May 31, 2015, the Company has entered into various accounts receivable financing arrangements with third parties for a combined principal amount received in cash of $670,000. The terms of the arrangements require the Company to repay the principal balance plus an additional $252,650 for total remittance of $922,650. The terms of repayment require the Company to remit to the lender between 15 and 24 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. 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 May 31, 2015 and August 31, 2014 was $39,143 and $449,722, respectively (net of debt discounts of $8,895 and $161,899, respectively).

Note 9 - Convertible Notes Paya

Note 9 - Convertible Notes Payable	9 Months Ended
	May. 31, 2015
Notes
Note 9 - Convertible Notes Payable	NOTE 9—CONVERTIBLE NOTES PAYABLE As of May 31, 2015 and August 31, 2014 the Company’s convertible notes payable consisted of the following: May 31, 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 KCI at $1.00 per share. $ 500,000 $ 500,000 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 KCI 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. 682,484 - Convertible note payable bearing interest at 0.0% per annum, originated April 21, 2013, original maturity date of May 29, 2015. The note is convertible into common shares of the Company at the lower of $0.0001 or 50% of the lowest market price for of the 10 days prior to conversion date 190,000 - Total notes payable $ 1,722,484 $ 850,000 Less: current portion (1,172,484) 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 May 31, 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 all 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 $103,594 was amortized during the period leaving an ending balance of debt discount of $78,596 as of May 31, 2015.

Note 10 - Derivative Liability

Note 10 - Derivative Liability	9 Months Ended
	May. 31, 2015
Notes
Note 10 - Derivative Liability	NOTE 10—DERIVATIVE LIABILITY Effective July 31, 2009, the Company 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 during the period ended February 15, 2015 are variable and subject to the fair value of the Company’s common stock on the date of exercise. As a result, the Company has determined that the exercise feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the exercise feature of the instruments to be recorded as a derivative liability. 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: May 31 2015 Risk-free interest rate 0.25% – 1.61% Expected options life 0.21 – 5.00 Expected dividend yield - Expected price volatility 47% – 152% During the period ended May 31, 2015, the Company’s derivative liability increased from $-0- to $1,067,472 and recognized a gain on derivative liability in conjunction with settlement of convertible notes payable, additions of new derivative liabilities and subsequent revaluations of existing derivative liabilities of $1,496,437. 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	9 Months Ended
	May. 31, 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 May 31, 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% 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 nine months ended May 31, 2015, Company subsidiaries issued five Class B membership units in exchange for total cash proceeds of $2,500,000 (not inclusive of $300,000 received for administrative fees due and payable to third parties). 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 $60,000 received for administrative fees due and payable to third parties).

Note 12 - Stockholders' Deficit

Note 12 - Stockholders' Deficit	9 Months Ended
	May. 31, 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 May 31, 2015 and August 31, 2014, there were 46,339,366 and 42,570,975 shares of common stock issued and outstanding, respectively, and 1one share of 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 nine month period ended May 31, 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 nine month period ended May 31, 2015; the Company issued the following shares of its Common Stock: · · · · · · · · 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	9 Months Ended
	May. 31, 2015
Notes
Note 13 - Stock Options and Warrants	NOTE 13—STOCK OPTIONS AND WARRANTS Stock Options During the nine month period ended May 31, 2015, the Company issued 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 issued in 2014 expire on August 30, 2019. 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 nine month period ended May 31, 2015 the Company recognized $2,491,149 in compensation expense arising from options issued, leaving $7,428,969 of compensation expense on stock options to be recognized subsequent to May 31, 2015. Warrants During the nine months ended May 31, 2015, the Company issued 2,200,000 warrants to creditors to acquire its common stock: · · · · 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: May 31, 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 May 31, 2015 and changes during the period ended May 31, 2015 is presented below: Number of Options and Warrants Outstanding at August 31, 2014 9,573,604 Options and warrants granted 3,142,512 Options and warrants exercised - Options and warrants forfeited or expired (100,000 ) Outstanding at May 31, 2015 12,616,125 Exercisable at May 31, 2015 4,620,207 The following table summarizes information about options and warrants as of May 31, 2015: Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.00 - $0.40 500,000 4.65 $0.40 500,000 $0.40 $0.41 - $0.60 9,723,604 4.23 $0.50 1,727,686 $0.50 $0.61 and up 2,142,521 4.49 $0.80 2,142,521 $0.80 12,616,125 4.29 $0.55 4,620,207 $0.63

Note 14 - Subsequent Events

Note 14 - Subsequent Events	9 Months Ended
	May. 31, 2015
Notes
Note 14 - Subsequent Events	NOTE 14—SUBSEQUENT EVENTS Capriotti's Relationship On June 29, 2015, the Company consummated an agreement with Capriotti's Sandwich Shops, Inc., the franchisor of the Company's Capriottti's Sandwich Shops, whereby: · · · Financing-Related Transactions Subsequent to quarter end, the Company received $660,000 in EB-5 funding from two investors, $120,000 of which amounts to deposits for legal and other expenses to be remitted by the Company on behalf those investors. The Company also received a advance in the amount of $250,000 from a relative of another, pending EB5 investor. Such advance (to be treated as a bridge loan) is due to be repaid, along with interest 8.0%, on or before June 30, 2015. Subsequent to May 31, 2015, the Company entered into a $190,000 short term loan, convertible under certain circumstances into shares of the Company's Common Stock. This loan was issued with a $40,000 original issue discount - to be charged as interest expense over the life of the loan. As additional consideration for this loan the Company issued to the lenders 250,000 shares of the Company's Common Stock. The Company subsequently issued an additional 150,000 shares of the Company's Common Stock to that lender in consideration of its extension of the maturity date. This loan was repaid out of proceeds of the loan noted immediately below. On June 2, 2015, the Company entered into an agreement with an existing financing source pursuant to which the Company received $178,000 and agreed to repay that amount of principal balance plus an additional $78,320 (for total remittance of $256,320) by remitting to the lender 16% of all future receivables arising from credit card, debit card and prepaid transactions from some of its bank account until such time as the total remittance is paid in full. The additional $78,320 will be recognized as interest expense over the estimated term of the agreement. The term is not fixed due to the variable repayment terms; however, management currently estimates such term to be less than one year. Note that, out of the proceeds of this funding, as well as Company funds, the Company repaid the $190,000 short term loan noted immediately above. On June 15, 2015, the Company entered into another $190,000 short term loan, convertible under certain circumstances into shares of the Company's Common Stock with the same lender as the loan noted two paragraphs above. Stock. This loan was issued with a $40,000 original issue discount - to be charged as interest expense over the life of the loan. As additional consideration for this loan the Company issued to the lenders 400,000 shares of the Company's Common Stock. In March of 2015, the Company granted 361,759 shares of Common Stock to CEO Ken Antos in connection with both: investments he'd previously made to the Company and third-party loans guaranteed by Antos. This grant was on terms consistent with similar, prior transactions. On June 29, 2015, On June 29, 2015, the Company entered into a short term loan agreement with the relative of a pending EB5 subscriber pursuant to which he advanced to the Company $235,000. The loan, plus interest 8.0%, is repayable August 1, 2015. On June 30, 2015, the Company entered into an agreement with a new financing source pursuant to which the Company received $71,000 and agreed to repay that amount of principal balance plus an additional $26,980 (for total remittance of $97,980) by remitting to the lender 16% of all future receivables arising from credit card, debit card and prepaid transactions from one of its subsidiary bank account until such time as the total remittance is paid in full. The additional $26,980 will be recognized as interest expense over the estimated term of the agreement. The term is not fixed due to the variable repayment terms; however, management currently estimates such term to be less than six months.

Note 3 - Summary of Significa20

Note 3 - Summary of Significant Accounting Policies: Condensed Financial Statements (Policies)	9 Months Ended
	May. 31, 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 November 30, 2014 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 May 31, 2015 and 2014 are not necessarily indicative of the operating results for the full years.

Note 3 - Summary of Significa21

Note 3 - Summary of Significant Accounting Policies: Use of Estimates (Policies)	9 Months Ended
	May. 31, 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 Significa22

Note 3 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	9 Months Ended
	May. 31, 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 Significa23

Note 3 - Summary of Significant Accounting Policies: Accounts Receivable (Policies)	9 Months Ended
	May. 31, 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 Significa24

Note 3 - Summary of Significant Accounting Policies: Inventory (Policies)	9 Months Ended
	May. 31, 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 Significa25

Note 3 - Summary of Significant Accounting Policies: Revenue Recognition (Policies)	9 Months Ended
	May. 31, 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 Significa26

Note 3 - Summary of Significant Accounting Policies: Income Taxes (Policies)	9 Months Ended
	May. 31, 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 May 31, 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 Significa27

Note 3 - Summary of Significant Accounting Policies: Basic and Diluted Loss Per Common Share (Policies)	9 Months Ended
	May. 31, 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 5,448,276 such shares outstanding as of May 31, 2015, which were excluded from the calculation of diluted loss per share as their effect would have been anti-dilutive.

Note 3 - Summary of Significa28

Note 3 - Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies)	9 Months Ended
	May. 31, 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 Equipme29

Note 4 - Property and Equipment: Property, Plant and Equipment (Tables)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Property, Plant and Equipment	May 31, 2015 August 31, 2014 Building and leasehold improvements $ 3,428,387 $ 3,161,646 Machinery and equipment 1,057,787 1,022,299 Furniture and fixtures 1,253,461 358,390 Less: Accumulated depreciation (1,709,796 ) (1,123,52 ) Property and equipment, net $ 4,029,839 $ 3,418,743

Note 5 - Asset Sales and Purc30

Note 5 - Asset Sales and Purchases: Schedule of Business Acquisitions, by Acquisition (Tables)	9 Months Ended
	May. 31, 2015
Papa John's
Schedule of Business Acquisitions, by Acquisition	Consideration paid: Cash paid $ 320,000 Total purchase price $ 320,000 Consideration received: Property and equipment - Fresno $ 35,000 Property and equipment - Clovis 35,000 Territory and franchise rights – Fresno 75,000 Territory and franchise rights – Clovis 75,000 Leasehold Improvements - Fresno 25,000 Leasehold Improvements - Clovis 25,000 Covenant not to compete - Fresno 25,000 Covenant not to compete - Clovis 25,000 Total assets acquired $ 320,000

Note 5 - Asset Sales and Purc31

Note 5 - Asset Sales and Purchases: Allocation of Sale Consideration (Tables)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Allocation of Sale Consideration	Sale Consideration $ 25,000 Allocation Of Sale Consideration Transaction-Related Expenses $ 691 GVR-Related Payables 21,081 Receivable For Net Cash Proceeds to Company * 3,228 Total $ 25,000

Note 6 - Intangible Assets_ Sch

Note 6 - Intangible Assets: Schedule of territory and franchise rights of the company (Tables)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of territory and franchise rights of the company	May 31, 2015 August 31, 2014 Territory and franchise rights $ 1,965,297 $ 1,926,194 Less: Accumulated amortization (1,283,311 ) (1,028,348 ) Territory and franchise rights, net $ 681,986 $ 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)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of estimated amortization expense to be recorded for the next five years	2015 (remaining) $ 214,937 2016 112,929 2017 110,108 2018 110,108 2019 110,108 Thereafter 23,796 Total future amortization $ 681,986

Note 8 - Notes Payable_ Schedul

Note 8 - Notes Payable: Schedule of notes payable (Tables)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of notes payable	May 31, 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. 8,858 8,656 Note payable originated October 2, 2014, original maturity date of October 16, 2014. 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 Note payable bearing interest at 5.0% per annum, originated August 31, 2014, payable upon demand. 80,000 80,000 Note payable bearing interest at 18.0% per annum originated May 8, 2014, payable upon demand. 225,000 250,000 Note payable bearing interest at 7.4% per annum, originated July 11, 2014, maturity date of April 13, 2015. 25,860 126,577 Note payable bearing interest at 6.3% per annum, originated January 26, 2015, maturity date of February 2, 2019. 67,211 - Note payable bearing interest at 8.0% per annum, originated on April 22, 2015, maturity date of June 30, 2015. 250,000 Secured borrowings 39,143 449,722 Total notes payable $ 7,995,237 $ 7,866,299 Less: current-term portion of notes payable (7,428,027) (7,366,299) Long-term notes payable $ 567,211 $ 500,000

Note 9 - Convertible Notes Pa35

Note 9 - Convertible Notes Payable: Schedule of convertible notes payable (Tables)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of convertible notes payable	May 31, 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 KCI at $1.00 per share. $ 500,000 $ 500,000 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 KCI 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. 682,484 - Convertible note payable bearing interest at 0.0% per annum, originated April 21, 2013, original maturity date of May 29, 2015. The note is convertible into common shares of the Company at the lower of $0.0001 or 50% of the lowest market price for of the 10 days prior to conversion date 190,000 - Total notes payable $ 1,722,484 $ 850,000 Less: current portion (1,172,484) 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)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of assumptions used to value the derivative liabilities using the Black-Scholes options pricing model	May 31 2015 Risk-free interest rate 0.25% – 1.61% Expected options life 0.21 – 5.00 Expected dividend yield - Expected price volatility 47% – 152%

Note 12 - Stockholders' Defic37

Note 12 - Stockholders' Deficit: Schedule of issued shares of common stock (Tables)	9 Months Ended
	May. 31, 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)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Valuation Assumptions Table TextBlock	May 31, 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)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of Share-based Compensation, Stock Options, Activity	Number of Options and Warrants Outstanding at August 31, 2014 9,573,604 Options and warrants granted 3,142,512 Options and warrants exercised - Options and warrants forfeited or expired (100,000 ) Outstanding at May 31, 2015 12,616,125 Exercisable at May 31, 2015 4,620,207

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)	9 Months Ended
	May. 31, 2015
Tables/Schedules
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range	Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.00 - $0.40 500,000 4.65 $0.40 500,000 $0.40 $0.41 - $0.60 9,723,604 4.23 $0.50 1,727,686 $0.50 $0.61 and up 2,142,521 4.49 $0.80 2,142,521 $0.80 12,616,125 4.29 $0.55 4,620,207 $0.63

Note 1 - Organization and Nat41

Note 1 - Organization and Nature of Business (Details) - KCI Holding I, LLC	May. 31, 2015	Jun. 04, 2014
Business Acquisition, Percentage of Voting Interests Acquired		100.00%
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 ($)	May. 31, 2015	Aug. 31, 2014
Details
Working Capital Deficit	$ 14,894,867
Accumulated deficit	$ 33,377,404	$ 20,463,967

Note 3 - Summary of Significa43

Note 3 - Summary of Significant Accounting Policies: Basic and Diluted Loss Per Common Share (Details)	9 Months Ended
	May. 31, 2015shares
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,448,276

Note 4 - Property and Equipme44

Note 4 - Property and Equipment: Property, Plant and Equipment (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Property and equipment, net	$ 4,029,839	$ 3,418,743
Less: Accumulated depreciation	(1,709,796)	(112,352)
Building and Leasehold Improvements
Property and equipment, net	3,428,387	3,161,646
Machinery and Equipment
Property and equipment, net	1,057,787	1,022,299
Furniture and Fixtures
Property and equipment, net	$ 1,253,461	$ 358,390

Note 4 - Property and Equipme45

Note 4 - Property and Equipment (Details) - USD ($)	9 Months Ended
	May. 31, 2015	May. 31, 2014
Details
Depreciation, Depletion and Amortization	$ 620,449	$ 440,139

Note 5 - Asset Sales and Purc46

Note 5 - Asset Sales and Purchases: Schedule of Business Acquisitions, by Acquisition (Details)	May. 31, 2015USD ($)
Papa John's
Business Combination Recognized Identifiable Assets Acquired Cash Paid	$ 320,000
Business Combination Recognized Identifiable Assets Acquired Purchase Price	320,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	320,000
Papa John's - Fresno | Property, Plant and Equipment, Other Types
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	35,000
Papa John's - Fresno | Territory and Franchise Rights
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	75,000
Papa John's - Fresno | Building and Leasehold Improvements
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	25,000
Papa John's - Fresno | Covenant not to compete
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	25,000
Papa John's - Clovis | Property, Plant and Equipment, Other Types
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	35,000
Papa John's - Clovis | Territory and Franchise Rights
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	75,000
Papa John's - Clovis | Building and Leasehold Improvements
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	25,000
Papa John's - Clovis | Covenant not to compete
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 25,000

Note 5 - Asset Sales and Purc47

Note 5 - Asset Sales and Purchases: Allocation of Sale Consideration (Details) - May. 31, 2015 - USD ($)	Total
Cash received in asset sales	$ 25,000
Green Valley Ranch
Transaction-related expenses	691
GVR-related payables	21,081
Receivable for net cash proceeds to Company	3,228
Cash received in asset sales	$ 25,000

Note 6 - Intangible Assets_ S48

Note 6 - Intangible Assets: Schedule of territory and franchise rights of the company (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Details
Territory and franchise rights	$ 1,965,297	$ 1,926,194
Less: Accumulated amortization	(1,283,311)	(1,028,348)
Prepaid franchise and territory rights fees, net	$ 681,986	$ 897,846

Note 6 - Intangible Assets (Det

Note 6 - Intangible Assets (Details) - USD ($)	9 Months Ended
	May. 31, 2015	May. 31, 2014
Details
Amortization of Intangible Assets	$ 254,963	$ 286,588

Note 6 - Intangible Assets_ S50

Note 6 - Intangible Assets: Schedule of estimated amortization expense to be recorded for the next five years (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Details
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	$ 214,937
Finite-Lived Intangible Assets, Amortization Expense, Year Two	112,929
Finite-Lived Intangible Assets, Amortization Expense, Year Three	110,108
Finite-Lived Intangible Assets, Amortization Expense, Year Four	110,108
Finite-Lived Intangible Assets, Amortization Expense, Year Five	110,108
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	23,796
Prepaid franchise and territory rights fees, net	$ 681,986	$ 897,846

Note 7 - Related Party Transa51

Note 7 - Related Party Transactions (Details) - USD ($)	9 Months Ended
	May. 31, 2015	Aug. 31, 2014
Details
Related party notes payable	$ 1,365,287	$ 0
Increase (Decrease) in Due from Related Parties	2,282,906
Costs and Expenses, Related Party	89,407
Repayments of Related Party Debt	$ 1,107,027

Note 8 - Notes Payable_ Sched52

Note 8 - Notes Payable: Schedule of notes payable (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Notes Payable	$ 7,995,237	$ 7,866,299
Secured Borrowings, Gross, Difference, Amount	39,143	449,722
Notes Payable, Current	(7,428,027)	(7,366,299)
Long-term notes payable	567,211	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	8,858	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	25,860	$ 126,577
Note Payable 15
Notes Payable	67,211
Note Payable 16
Notes Payable	$ 250,000

Note 8 - Notes Payable (Details

Note 8 - Notes Payable (Details) - USD ($)	9 Months Ended
	May. 31, 2015	Aug. 31, 2014
Details
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	39,143	$ 449,722
Short-term notes payable, debt discount	$ 8,895	$ 161,899

Note 9 - Convertible Notes Pa54

Note 9 - Convertible Notes Payable: Schedule of convertible notes payable (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
Convertible Debt	$ 1,722,484	$ 850,000
Convertible Debt, Current	(1,172,484)	300,000
Long-term convertible notes payable	550,000	550,000
Convertible Note Payable 1
Convertible Debt	500,000	500,000
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	682,484
ConvertibleNotePayable5Member
Convertible Debt	$ 190,000

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) - 9 months ended May. 31, 2015	Total
Minimum
Fair Value Assumptions, Risk Free Interest Rate	0.25%
Fair Value Assumptions, Expected Term	2 months 16 days
Fair Value Assumptions, Expected Volatility Rate	47.00%
Maximum
Fair Value Assumptions, Risk Free Interest Rate	1.61%
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Expected Volatility Rate	152.00%

Note 10 - Derivative Liability

Note 10 - Derivative Liability (Details) - USD ($)	9 Months Ended	12 Months Ended
	May. 31, 2015	Aug. 31, 2014
Details
Derivative Liability, Current	$ 1,067,472
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Change in Unrealized Gain (Loss)	$ 1,496,437	$ 604,553

Note 11 - Class B Membership 57

Note 11 - Class B Membership Units (Details)	9 Months Ended	12 Months Ended
	May. 31, 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	$ 2,500,000	$ 1,120,000
Administrative Fees	300,000	$ 60,000
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 ($)	9 Months Ended	12 Months Ended
	May. 31, 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 outstanding	46,339,366	42,570,975
Common stock shares issued	46,339,366	42,570,975
Expenses related to consulting/investment banking services	$ 137,146
Shares Issued To TCA	1,641,587
Expenses related to TCA Issuance	$ 300,000
Shares Issued To Consultant	50,000
Expenses related to shares issued to consultant	$ 17,000
Shares Issued To Shareholder	1,603
Shares Issued for an extension on their option	10,000
Shares Issued for an extension on the maturity date of a convertible note payable	150,000
Shares Issued in connection with a Securities Purchase Agreement	250,000
Common Stock
Common stock shares issued		26,959,829
Common Stock Issued In Connection With Execution Of Notes Payable - Shares	1,020,344
Stock Issued During Period, Shares, Issued for Services	230,200	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	9 Months Ended	12 Months Ended
	May. 31, 2015	Aug. 31, 2014
Common stock shares issued	46,339,366	42,570,975
Common Stock
Stock Issued During Period, Shares, New Issues		7,193,654
Stock Issued During Period, Shares, Issued for Services	230,200	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 ($)	9 Months Ended	12 Months Ended
	May. 31, 2015	Aug. 31, 2014
Stock or Unit Option Plan Expense	$ 2,491,149
Warrants Issued to the Company's lender	1,950,000
Warrants Issued in connection with advances made to the Company	250,000
Warrants Issued in connection with services rendered	250,000
Warrants Issued to a debt holder in connection with services rendered	692,521
Employee Stock Option
Stock Options Outstanding	9,473,604
Stock Options Exercisable	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	2,200,000

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) - 9 months ended May. 31, 2015	Total
Minimum
Fair Value Assumptions, Risk Free Interest Rate	0.25%
Fair Value Assumptions, Expected Term	2 months 16 days
Fair Value Assumptions, Expected Volatility Rate	47.00%
Maximum
Fair Value Assumptions, Risk Free Interest Rate	1.61%
Fair Value Assumptions, Expected Term	5 years
Fair Value Assumptions, Expected Volatility Rate	152.00%
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	9 Months Ended
	May. 31, 2015	Aug. 31, 2014
Stock Options Outstanding	12,616,125	9,573,604
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	3,142,512
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period	(100,000)
Stock Options Exercisable	4,620,207

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) - May. 31, 2015 - $ / shares	Total
Options and Warrants Outstanding
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	12,616,125
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 3 months 14 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 7 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 2 months 23 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 5 months 26 days
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	4,620,207
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 0.63
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

Uncategorized Items - dixi-2015

Label	Element	Value
NET LOSS	us-gaap_NetIncomeLoss	$ (2,489,845)
NET LOSS	us-gaap_NetIncomeLoss	$ (426,735)