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Document and Entity Information

v3.3.1.900
Document and Entity Information - USD ($)
12 Months Ended
Sep. 30, 2015
Dec. 24, 2015
Mar. 31, 2015
Document And Entity Information      
Entity Registrant Name PF Hospitality Group, Inc.    
Entity Central Index Key 0001343465    
Document Type 10-K/A    
Document Period End Date Sep. 30, 2015    
Amendment Flag true    
Amendment Description This Amendment No. 1 to Form 10-K (“Amendment No. 1”) amends the Form 10-K filing, originally filed on January 13, 2016 (the “Original Filing”) by PF Hospitality Group, Inc., a Nevada corporation (the “Company,” “we,” “us,” “our”). We are filing this Amendment No. 1 to address the Securities and Exchange Commission’s (“SEC”) comments dated January 15, 2016 to provide EXO:EXO, Inc.’s (“EXO”) net sales for its fiscal year ended December 31, 2014 and to revise the disclosure in footnote 14 - Subsequent Events to the Company’s September 30, 2015 financial statements to include disclosure of the Company’s December 16, 2015 acquisition of EXO as disclosed in its Form 8-K filed with the SEC on December 22, 2015. In addition, this Amendment No. 1 also corrects a typographical error regarding the expiration date of Sloan McComb’s December 16, 2015 employment agreement.    
Current Fiscal Year End Date --09-30    
Is Entity a Well-known Seasoned Issuer? No    
Is Entity a Voluntary Filer? No    
Is Entity's Reporting Status Current? Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 0
Entity Common Stock, Shares Outstanding   78,420,404  
Trading Symbol PFHS    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2015    

Consolidated Balance Sheets

v3.3.1.900
Consolidated Balance Sheets - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Current assets:    
Cash $ 272,785 $ 95,797
Royalties receivable 15,383 4,880
Prepaid and other current assets 5,103 5,103
Total current assets 293,271 105,780
Property and equipment, net 34,626 24,188
Other assets:    
Intangible assets, net 116,990 $ 122,870
Receivable from litigation settlement 30,104
Deposits 4,834 $ 4,834
Total other assets 151,928 127,704
Total assets 479,825 257,672
Current liabilities:    
Accounts payable and accrued liabilities 920,826 781,102
Advances 205,861 99,361
Note payable $ 50,000 50,000
Deferred revenue, current portion $ 12,895
Convertible notes payable, current portion $ 61,074
Total current liabilities 1,237,761 $ 943,358
Long term debt:    
Convertible notes payable, long term portion 166,083
Deferred revenue, long term portion 404,210 $ 404,210
Customer deposits 50,000 50,000
Total long term debt 620,293 454,210
Total liabilities $ 1,858,054 $ 1,397,568
Commitments and contingencies
Stockholders' deficit:    
Preferred stock, $0.0001 par value, 20,000,000 and 5,000,000 shares authorized as of September 30, 2015 and 2014, respectively
Common stock, $0.0001 par value; 500,000,000 and 2,000,000,000 shares authorized, 63,044,404 and 17,117,268 shares issued and outstanding as of September 30, 2015 and 2014, respectively $ 6,304 $ 1,712
Additional paid in capital 9,477,645 9,283,886
Deficit (10,862,378) (10,425,494)
Total stockholders' deficit (1,378,229) (1,139,896)
Total liabilities and stockholders' deficit 479,825 $ 257,672
Series A Preferred Stock [Member]    
Stockholders' deficit:    
Preferred stock, $0.0001 par value, 20,000,000 and 5,000,000 shares authorized as of September 30, 2015 and 2014, respectively $ 200

Consolidated Balance Sheets (Parenthetical)

v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2015
Sep. 30, 2014
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 20,000,000 5,000,000
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 2,000,000,000
Common stock, shares issued 63,044,404 17,117,268
Common stock, shares outstanding 63,044,404 17,117,268
Series A Preferred Stock [Member]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares designated 2,000,000 0
Preferred stock, shares issued 2,000,000 0
Preferred stock, shares outstanding 2,000,000 0

Consolidated Statements of Operations

v3.3.1.900
Consolidated Statements of Operations - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Revenues:    
Royalty income $ 195,238 $ 299,543
Franchise fees 15,395 15,395
Total revenues 210,633 314,938
Operating expenses:    
Payroll expenses 390,538 374,992
Selling, general and administrative expenses 339,444 180,445
Depreciation and amortization 16,356 16,356
Total operating expenses 746,338 571,793
Net loss from operations (535,705) $ (256,855)
Other income (expense):    
Litigation settlement 102,500
Other income 1,942
Interest expense (5,621)
Total other income (expense): 98,821
Net loss before income tax provision $ (436,884) $ (256,855)
Provision for income taxes
NET LOSS $ (436,884) $ (256,855)
Net loss per common share, basic and diluted $ (0.02) $ (0.02)
Weighted average number of common shares outstanding, basic and diluted 26,893,716 17,117,268

Consolidated Statement of Stockholders' Deficit

v3.3.1.900
Consolidated Statement of Stockholders' Deficit - USD ($)
Series A Preferred Stock [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Total
Balance at Sep. 30, 2013 $ 1,712 $ 9,283,886 $ (10,168,639) $ (883,041)
Balance, shares at Sep. 30, 2013 17,117,268      
Net loss       (256,855) (256,855)
Balance at Sep. 30, 2014 $ 1,712 9,283,886 (10,425,494) $ (1,139,896)
Balance, shares at Sep. 30, 2014 17,117,268      
Effect of merger with PF Hospitality Group, Inc (formerly known as Kalahari Greentech, Inc.)   $ 10 (10)  
Effect of merger with PF Hospitality Group, Inc (formerly known as Kalahari Greentech, Inc.), shares   100,404      
Sale of Series A preferred stock $ 200       $ 200
Sale of Series A preferred stock, shares 2,000,000        
Sale of common stock   $ 4,288     4,288
Sale of common stock, shares   42,882,732      
Common stock issued upon settlement of convertible notes   $ 294 4,232   $ 4,526
Common stock issued upon settlement of convertible notes, shares   2,944,000     2,944,000
Beneficial conversion feature related to convertible notes     189,537   $ 189,537
Net loss       (436,884) (436,884)
Balance at Sep. 30, 2015 $ 200 $ 6,304 $ 9,477,645 $ (10,862,378) $ (1,378,229)
Balance, shares at Sep. 30, 2015 2,000,000 63,044,404      

Consolidated Statements of Cash Flows

v3.3.1.900
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (436,884) $ (256,855)
Adjustments to reconcile net loss to cash used in operating activities:    
Depreciation and amortization 16,356 $ 16,356
Amortization of debt discount 3,621
Non-cash merger costs 88,552
Changes in operating assets and liabilities:    
Accounts receivable $ (10,503) $ 386
Prepaid expenses $ (2,503)
Litigation receivable $ (30,104)
Deposits $ 401
Accounts payable and accrued liabilities $ 116,771 184,420
Deferred income and customer deposits (12,895) (22,395)
Net cash used in operating activities (265,086) (80,190)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of property and equipment (20,914) (1,360)
Net cash used in investing activity (20,914) $ (1,360)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from sale of common stock 4,288
Proceeds from sale of Series A Preferred Stock 200
Proceeds from advances $ 106,500 $ 99,361
Proceeds from issuance of note payable $ 50,000
Proceeds from issuance of convertible notes payable $ 352,000
Net cash provided by financing activities 462,988 $ 149,361
Net increase in cash 176,988 67,811
Cash, beginning of the period 95,797 27,986
Cash, end of the period $ 272,785 $ 95,797
Supplemental disclosures of cash flow information:    
Cash paid during the period for interest
Cash paid during the period for income taxes
Non-cash investing and financing activities:    
Beneficial conversion feature relating to convertible note payable $ 189,537
Common stock issued in settlement of convertible notes $ 28,965

Nature of Operations and Basis of Presentation

v3.3.1.900
Nature of Operations and Basis of Presentation
12 Months Ended
Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Basis of Presentation

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

PF Hospitality Group, Inc. (the “Company”) was incorporated in Nevada on April 5, 2005 under the name Tomi Holdings, Inc. In October 2005, the Company changed its name to InfraBlue (US), Inc., and in October 2007, changed its name to NextGen Bioscience, Inc. In December 2008, the Company changed our name to Kalahari Greentech, Inc. In May 2015, the Company changed our name to PF Hospitality Group, Inc. Prior to the Company’s merger with PF Hospitality Group discussed below, we were a U.S.-based exploration company with a primary focus on projects with prior exploration and production history.

 

Effective July 1, 2015, the Company merged with Pizza Fusion Holdings, Inc. (“Pizza Fusion”), a franchisor of organic fare pizza restaurants. As a result of the merger, PF Hospitality Group has become a franchisor of pizza restaurants specializing in organic fare free of artificial additives, such as preservatives, growth hormones, pesticides, nitrates and trans fats. Pursuant to the terms of the May 26, 2015 merger agreement, the Company exchanged 17,117,268 shares of its common stock and issued 11,411,512 warrants to purchase the Company’s common stock for 100% of the Pizza Fusion common shares. The warrants are exercisable at $0.25 for three years. In addition, the Company issued an aggregate of 2,385,730 warrants to acquire the Company’s common stock at $0.25 per share for a period of three years in exchange for previously issued and outstanding warrants of Pizza Fusion Holdings, Inc. Also, Pizza Fusion’s two founders purchased 21,441,366 shares of the Company’s common stock and 1,000,000 shares of the Company’s Series A preferred stock at a price of $.0001 per share. The shares are restricted and subject to the conditions set forth in Rule 144. Holders of convertible debt in the original principal amount of $65,600 agreed as part of the merger to limit the number of shares convertible pursuant to such debt at 40,000,000 shares of our common stock. As the owners and management of Pizza Fusion Holdings, Inc. obtained voting and operating control of PF Hospitality Group, Inc. after the merger and PF Hospitality Group, Inc. was non-operating and did not meet the definition of a business, the transaction has been accounted for as a recapitalization of Pizza Fusion Holdings, Inc., accompanied by the issuance of its common stock for outstanding common stock of PF Hospitality Group, Inc., which was recorded at a nominal value. The accompanying financial statements and related notes give retroactive effect to the recapitalization as if it had occurred on November 6, 2006 (inception date) and accordingly all share and per share amounts have been adjusted.

 

Basis of presentation:

 

The consolidated financial statements include the accounts of PF Hospitality Group, Inc and its wholly owned subsidiaries, Pizza Fusion Holdings, Inc. and Shaker & Pie, Inc (hereafter referred to as the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Going Concern and Management's Liquidity Plans

v3.3.1.900
Going Concern and Management's Liquidity Plans
12 Months Ended
Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern and Management's Liquidity Plans

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

 

As of September 30, 2015, the Company had cash of $272,785 and a working capital deficit of $944,490. During the year ended September 30, 2015, the Company used net cash in operating activities of $265,086. The Company has not yet generated any significant revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

During the year ended September 30, 2015, the Company raised $352,000 in cash proceeds from the issuance of convertible notes and $106,500 through short term borrowings. The Company believes that its current cash on hand will be sufficient to fund its projected operating requirements through August 2016.

 

The Company’s primary source of operating funds since inception has been cash proceeds from the private placements of common stock and preferred stock, and proceeds from private placements of convertible debt. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. 

 

If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

 

Accordingly, the accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

v3.3.1.900
Summary of Significant Accounting Policies
12 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

 

Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured.

 

In connection with its franchising operations, the Company receives initial franchise fees, area development fees, franchise deposits and royalties which are based on sales at franchised restaurants.

 

Franchise fees, which are typically received prior to completion of the revenue of the revenue recognition process, are deferred when received. Such fees are recognized as income when substantially all services to be performed by the Company and conditions related to the sale of the franchise have been performed or satisfied, which generally occurs when the franchised restaurant commences operations.

 

Development agreements require the developer to open a specified number of restaurants in the development area within a specified time period or the agreements may be cancelled by the Company. Fees from development agreements are deferred when received and recognized as income as restaurants in the development area commence operations on a pro rata basis to the minimum number of restaurants required to be open.

 

Deferred franchise fees and development fees are classified as current or long term in the financial statements based on the projected opening date of the restaurants. Royalty fees, which are based upon a percentage of franchise sales, are made by the franchisee.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

 

Cash

 

Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.

 

The Company maintains cash in bank accounts located in the United States, which, at times, may exceed federally insured limits or be uninsured. The Company has not experienced any losses in such accounts. 

 

Royalties Receivable

 

Royalties receivable primarily consists of trade receivables, net of allowances. On a periodic basis, the Company evaluates its trade receivables and establishes an allowance for doubtful accounts based on its history of past bad debt expense, collections and current credit conditions. The Company performs on-going credit evaluations of its customers and the customer’s current credit worthiness. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. As of September 30, 2015 and 2014, the Company’s allowance for doubtful accounts was $-0-. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods.

 

Property and Equipment

 

Property and equipment consists of furniture and fixtures, equipment, leasehold improvements and construction in process. They are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

 

The estimated useful lives of the classes of property and equipment are as follows:

 

Construction in Progress   Not in service
Equipment   5 years
Leasehold Improvements   5 years
Furniture and Fixtures   5 years

 

Intangible Assets

 

Intangible assets consist of costs associated with acquiring Pizza Fusion franchise and trademark rights, website development costs and trademark and logo costs.

 

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with a finite life are franchise and trademark rights, website development costs and trademark and logo costs which are be amortized over their economic or legal life, whichever is shorter.

 

The estimated useful lives of the classes of intangible assets are as follows:

 

Franchise and trademark rights   5 years
Trademark costs   5 years
Website   5 years

 

Impairment of Long-Lived Assets

 

The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. 

 

During the year ended September 30, 2015 and 2014, the Company management performed an evaluation of its acquired intangible assets for purposes of determining the implied fair value of the assets at September 30, 2015 and 2014. The tests indicated that the recorded remaining book value of its intangible assets did not exceed its fair value for the years ended September 30, 2015 and 2014; and no impairment was deemed to exist as of September 30, 2015 and 2014. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.

 

Website Development Costs

 

The Company recognizes website development costs in accordance with Accounting Standards Codification subtopic 350-50, Website Development Costs (“ASC 350-50”). As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair or maintenance for the website were included in cost of net revenues in the current period expenses. During the years ended September 30, 2015 and 2014, the Company did not capitalize any costs associated with the website development.

 

Research and Development

 

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the years ended September 30, 2015 and 2014, the Company’s expenditures on research and product development were immaterial.

 

Convertible Instruments

 

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

 

As of September 30, 2015, the Company determined that the conversion provisions embedded in issued convertible debentures did not meet the defined criteria of a derivative in such that the net settlement requirement of delivery of common shares does not meet the “readily convertible to cash” as described in Accounting Standards Codification 815 and therefore bifurcation is not required. There was no established market for the Company’s common stock. 

 

Net Loss per Share

 

The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of September 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

 

Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:

 

    September 30, 2015     September 30, 2014  
             
Convertible notes payable     37,597,538       -  
Warrants to purchase common stock     13,797,242       2,385,730  
Totals     51,394,780       2,385,730  

 

Stock-Based Compensation

 

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash.

 

Advertising

 

The Company’s advertising costs are expensed as incurred. Advertising expense was $249 and $1,325 for the years ended September 30, 2015 and 2014 .

 

Income Taxes

 

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse.

 

The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

 

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of September 30, 2015 and 2014. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. 

 

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations.

 

Registration Rights

 

The Company accounts for registration rights agreements in accordance with the Accounting Standards Codification subtopic 825-20, Registration Payment Arraignments (“ASC 825-20”). Under ASC 825-20, the Company is required to disclose the nature and terms of the arraignment, the maximum potential amount and to assess each reporting period the probable liability under these arraignments and, if exists, to record or adjust the liability to current period operations. On September 30, 2015, the Company determined that possible payments under its registration rights agreement was not probable and therefore did not accrue as interest expense in current period operations for possible liability under the registration rights agreements.

 

Recent Accounting Pronouncements

 

The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial statements.

 

In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern. The standard is intended to define management’s responsibility to decide whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the footnotes. The standard becomes effective in the annual period ending after December 15, 2016, with early application permitted. The adoption of this pronouncement is not expected to have a material impact on the consolidated financial statements. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 2.

 

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements.

 

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Deferred Income and Customer Deposits

v3.3.1.900
Deferred Income and Customer Deposits
12 Months Ended
Sep. 30, 2015
Deferred Revenue Disclosure [Abstract]  
Deferred Income and Customer Deposits

NOTE 4 – DEFERRED INCOME AND CUSTOMER DEPOSITS

 

The Company has received advances from customers seeking to purchase a franchise. The deposits are classified as customer deposits until a franchise agreement is signed. Once a franchise agreement is signed the advances are nonrefundable and reclassified to deferred income. The franchisee has the responsibility to complete the build out of the restaurant within the time designated in the franchise agreement (generally 5 years). Once the restaurant build out is complete and is operational the Company recognizes the franchise fee as revenues. If the franchisee fails to complete the build out within the required period the franchise fee is forfeited and the Company recognizes the fee as income.

Property and Equipment

v3.3.1.900
Property and Equipment
12 Months Ended
Sep. 30, 2015
Property, Plant and Equipment [Abstract]  
Property and Equipment

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment as of September 30, 2015 and 2014 is summarized as follows:

 

    September 30, 2015     September 30, 2014  
Construction in process   $ 18,150     $ -  
Equipment     47,697       44,933  
Leasehold improvements     10,513       10,513  
Furniture and fixtures     37,604       37,604  
Subtotal     113,964       93,050  
Less accumulated depreciation     (79,338 )     (68,862 )
Property and equipment, net   $ 34,626     $ 24,188  

 

Depreciation expense for the years ended September 30, 2015 and 2014 was $10,476 and $10,476, respectively.

Intangible Assets

v3.3.1.900
Intangible Assets
12 Months Ended
Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

NOTE 6 – INTANGIBLE ASSETS

 

Intangible assets as of September 30, 2015 and 2014 is summarized as follows:

 

    September 30, 2015     September 30, 2014  
Franchise and trademark rights   $ 71,949     $ 71,949  
Trademark costs     45,429       45,429  
Website     43,625       43,625  
Subtotal     161,003       161,003  
Less accumulated depreciation     (44,013 )     (38,133 )
Property and equipment, net   $ 116,990     $ 122,870  

 

Amortization expense for the years ended September 30, 2015 and 2014 was $5,880 and $5,880, respectively.

Notes Payable

v3.3.1.900
Notes Payable
12 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Notes Payable

NOTE 7 – NOTES PAYABLE

 

On July 10, 2014 the Company issued a note payable with face value $50,000, non-interest bearing, due on demand. The balance as of September 30, 2015 and 2014 was $50,000.

Convertible Notes Payable

v3.3.1.900
Convertible Notes Payable
12 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Convertible Notes Payable

NOTE 8 – CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable as of September 30, 2015 and 2014 is summarized as follows:

 

    September 30, 2015     September 30, 2014  
Notes payable, acquired in recapitalization   $ 61,074     $ -  
Notes payable, due July 27, 2020, net of unamortized debt discounts of 224,924     166,183       -  
Subtotal     227,257       -  
Less current maturities     (61,074 )     -  
Long term portion   $ 166,183     $ -  

 

From March 19, 2013 through October 4, 2013, the Company entered into promissory notes for an aggregate of $65,600 in cash. The notes are unsecured, interest bearing at 10% per annum (18% upon default), and matured from September 19, 2013 through April 4, 2014. The notes were initially convertible at the option of the Company at a fixed price of $0.20 per share.

 

In connection with the recapitalization, the holders of convertible debt in the original principal amount of $65,600 agreed as part of the merger to limit the number of shares convertible pursuant to such debt and accrued interest into 40,000,000 shares of our common stock.

 

As of September 30, 2015, the Company has issued 2,944,000 shares of its common stock in settlement of $4,526 of promissory notes.

 

Under the terms of the securities purchase agreement dated July 27, 2015, the Company issued and sold an aggregate of $1,333,334 principal amount of convertible debentures due July 27, 2020 for a price of $1,200,000. Proceeds from this debenture will be paid to the company as follows: $140,000 upon signing with the balance payable in five consecutive monthly installments of $212,000 commencing on September 1, 2015. The company agreed to pay interest for the first 12 months at the rate of 10% per annum on the amounts advanced payable in cash in six equal tranches, the first of which is due on date the company closed on the financing and remainder will be due on each of the first five monthly anniversaries of such date. As of September 30, 2015, the Company has received net proceeds of $352,000 under the security purchase agreement

 

The terms of the Securities Purchase Agreement contain certain negative covenants by the company, unless consent of purchasers holding at least 75% of the aggregate principal amount of the outstanding debentures, including prohibitions on: incurrence of certain indebtedness and liens, amendment to our articles of incorporation or bylaws, repayment or repurchase of the company’s common stock or debts, sell substantially all of its assets or merger with another entity, pay cash dividends or enter into any related party transactions. The Company granted investors certain pro-rata rights of first refusal on future offerings by the company for as long as the investor(s) beneficially own any of the debentures.

 

The debentures are convertible into shares of the company’s common stock at a conversion price equal to 65% of the lowest traded price of its common stock for the twenty trading days prior to each conversion date subject to adjustment. The conversion price of the debentures is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events. In addition, the conversion price is subject to adjustment if the company issues or sells shares of its common stock for a consideration per share less than the conversion price then in effect, or issue options, warrants or other securities convertible or exchange for shares of its common stock at a conversion or exercise price less than the conversion price of the debentures then in effect. If either of these events should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable.

  

As of September 30, 2015, the Company determined that the conversion provisions embedded in issued convertible debentures did not meet the defined criteria of a derivative in such that the net settlement requirement of delivery of common shares does not meet the “readily convertible to cash” as described in Accounting Standards Codification 815 and therefore bifurcation is not required. There was no established market for the Company’s common stock. Therefore, in accordance with ASC 470-20, the Company recognized the value attributable to the conversion feature in the amount of $189,537 to additional paid in capital and a discount against the notes. The debt discount attributed to the conversion feature issued is amortized over the note’s maturity period (two years) as interest expense.

 

For the year ended September 30, 2015, the Company amortized $3,621 of debt discount and original issuance discounts to current period operations as interest expense.

 

Under the terms of a Registration Rights Agreement entered into as part of the offering, the company agreed to file a registration statement with the Securities and Exchange Commission within 60 days of the closing date covering the public resale of the shares of common stock underlying the debentures, and to use its best efforts to cause the registration statement to be declared effective within 180 days from the closing date. Should the number of shares of common stock the company is permitted to include in the initial registration statement be limited pursuant to Rule 415 of the Securities Act of 1933, the company further agreed to file additional registration statements with the SEC to register any remaining shares. The Company will pay all costs associated with the registration statements, other than underwriting commissions and discounts. The parties to the Registration Rights Agreement have agreed to defer the Company’s obligation to file the a registration statement until further notice by the holders of the convertible debt.

Stockholders' (Deficit)

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Stockholders' (Deficit)
12 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Stockholders' (Deficit)

NOTE 9 – STOCKHOLDERS’ (DEFICIT)

 

Preferred stock

 

The Company is authorized to issue 20,000,000 and 5,000,000 shares of $0.0001 par value preferred stock as of September 30, 2015 and 2014, respectively. As of September 30, 2015, the Company has designated and sold 2,000,000 shares of Series A Preferred Stock.

 

Each share of Series A Preferred Stock is entitled to 125 votes on all matters submitted to a vote to the stockholders of the Company, does not have conversion, dividend or distribution upon liquidation rights.

 

During the year ended September 30, 2015, the Company sold an aggregate of 2,000,000 shares of its Series A Preferred Stock at par value of $200.

 

Common stock

 

The Company is authorized to issue 500,000,000 and 2,000,000,000 shares of $0.0001 par value common stock as of September 30, 2015 and 2014, respectively. As of September 30, 2015 and 2014, the Company had 63,044,404 and 17,117,268common shares issued and outstanding.

 

During the year ended September 30, 2015, the Company issued 2,944,000 shares of its common stock in settlement of $4,526 of promissory notes.

 

During the year ended September 30, 2015, the Company sold an aggregate of 42,882,732 shares of its common stock to related parties for an aggregate net proceeds of $4,288.

 

Reverse Stock Split

 

On May 26, 2015, the Company amended its Articles of Incorporation and effected a 2,000-for-1 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value. All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the reverse stock split.  

 

Warrants

 

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at September 30, 2015:

 

Exercise     Number     Expiration
Price     Outstanding     Date
$ 0.25       13,797,242     July 2018
                 

 

In Connection with the merger agreement, the Company issued an aggregate of 13,797,2422 warrants to acquire the Company’s common stock at $0.25 per share for a period of three years. 11,411,512 warrants were issued as part of the exchange consideration to acquire 100% of the common stock of Pizza Fusion and 2,385,730 shares were issued in exchange for previously issued and outstanding warrants of Pizza Fusion Holdings, Inc.

 

A summary of the warrant activity for the years ended September 30, 2015 and 2014 is as follows:

 

          Weighted-     Weighted-Average        
          Average     Remaining     Aggregate  
    Shares     Exercise Price     Contractual Term     Intrinsic Value  
Outstanding at October 1, 2013     13,797,242     $ 0.25       3.00     $ -  
Grants     -                       -  
Exercised                                
Canceled                                
Outstanding at September 30, 2014     13,797,242     $ 0.25       3.00     $ -  
Grants     -                          
Exercised     -                          
Canceled     -                          
Outstanding at September 30,2015     13,797,242     $ 0.25       2.75     $ -  
                                 
Vested and expected to vest at September 30, 2015     13,797,242     $ 0.25       2.75     $ -  
Exercisable at September 30, 2015     13,797,242     $ 0.25       2.75     $ -  

 

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the Company’s management estimated market stock price as of September 30, 2015, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date.

Loss per Share

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Loss per Share
12 Months Ended
Sep. 30, 2015
Earnings Per Share [Abstract]  
Loss Per Share

NOTE 10 – LOSS PER SHARE

 

The following table presents the computation of basic and diluted loss per share for the years ended September 30, 2015 and 2014:

 

    September 30, 2015     September 30, 2013  
Net loss available to Common stockholders   $ (436,884 )   $ (256,855 )
Basic and diluted earnings (loss) per share   $ (0.01 )   $ (0.02 )
Weighted average common shares outstanding     26,893,716       17,117,268  

Commitments and Contingencies

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Commitments and Contingencies
12 Months Ended
Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 11 – COMMITMENTS AND CONTINGENCIES

 

Operating leases

 

The Company leases approximately 1,950 square feet of office space in Boca Raton, Florida with a base rent of $2,200 per month plus a fixed $1,200 per month for real estate taxes, insurance and common area maintenance. The lease is subject to a 5% per year increase and expires July 31, 2016.

 

Employment agreements

 

Vaughan Dugan

 

On June 1, 2013, the Company entered into an employment agreement with Mr. Dugan to serve as its Chief Executive Officer for a term that expires on May 30, 2020. The agreement provides for a base annual salary of $150,000 subject to a minimum increase at an annual compound rate of 5% and may be adjusted by the Company’s board of directors from time-to-time in its discretion but in no event shall the base salary be reduced below $150,000 plus annual increases without the Executive’s prior consent. In addition, Mr. Dugan is eligible for the same perquisites and benefits as are made available to other senior executive employees of the Company, as well as such other perquisites or benefits as may be specified from time to time by the Company including an automobile allowance, health insurance and a mobile telephone. Mr. Dugan is also eligible for an annual cash and equity bonus based on Company’s achievement of financial and other goals approved by its board of directors. As of the date of this report, the Board has not established any financial goals for purposes of determining bonuses.

 

If Mr. Dugan’s employment is terminated by the Company, with or without cause, or he resigns for any reason, he is entitled to be paid his compensation through the end of the remaining term, but in no event less than one year plus a pro-rata portion of any bonus awarded. During the term of his employment and for a period of one year thereafter, Mr. Dugan agreed to refrain from soliciting significant employees of the company or its franchisees. In addition, Mr. Dugan agreed to keep certain information of the Company confidential.

 

Randy Romano

 

On June 1, 2013, the Company entered into an employment agreement with Mr. Romano to serve as its President for a term that expires on May 30, 2020. The agreement provides for a base annual salary of $150,000 subject to a minimum increase at an annual compound rate of 5% and may be adjusted by the Company’s board of directors from time-to-time in its discretion but in no event shall the base salary be reduced below $150,000 plus annual increases without the Executive’s prior consent. In addition, Mr. Romano is eligible for the same perquisites and benefits as are made available to other senior executive employees of the Company, as well as such other perquisites or benefits as may be specified from time to time by the Company including an automobile allowance, health insurance and a mobile telephone. Mr. Romano is also eligible for an annual cash and equity bonus based on Company’s achievement of financial and other goals approved by its board of directors. As of the date of this report, the Board has not established any financial goals for purposes of determining bonuses.

 

If Mr. Romano’s employment is terminated by the Company, with or without cause, or he resigns for any reason, he is entitled to be paid his compensation through the end of the remaining term, but in no event less than one year plus a pro-rata portion of any bonus awarded. During the term of his employment and for a period of one year thereafter, Mr. Romano agreed to refrain from soliciting significant employees of the company or its franchisees. In addition, Mr. Romano agreed to keep certain information of the Company confidential.

 

Debt assumption/indemnification

 

In connection with the merger on July 1, 2015, previous officers of PF Hospitality Group, Inc. assumed and indemnified the Company for an aggregate of $590,990 outstanding debt, all of which was considered old, unidentified and considered due by the previous management.

 

Litigation

 

The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of September 30, 2015.

Related Party Transactions

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Related Party Transactions
12 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 12 – RELATED PARTY TRANSACTIONS

 

The Company’s current and former officers and stockholders advance funds to the Company for travel related and working capital purposes. As of September 30, 2015 and 2014, there were no advances outstanding.

 

As of September 30, 2015 and 2014, accrued compensation due officers and executives included in accounts payable was $670,839 and $569,999, respectively.

 

Effective July 1, 2015, the Company merged with Pizza Fusion. Under the terms of the merger with Pizza Fusion, we issued 17,117,268 shares of the Company’s common stock (after giving effect to the reverse stock split) for 100% of Pizza Fusion’s common shares and equivalents, and a warrant to purchase an aggregate of 11,411,512 shares of common stock, exercisable at $0.25 per share for a period of three years. Vaughan Dugan, who became the Company’s Chief Executive Officer and a Director at the closing of the merger, and Randy Romano, who became the Company’s President and a Director at the closing of the merger, each received 3,162,999 shares of common stock and warrants to purchase 2,108,667 shares of common stock in the merger at $.25 per share and 100,000 shares of common stock at $2.00 per share, all of which expire in June 2008. In addition, Messrs. Dugan and Romano each purchased 21,441,366 shares of the Company’s common stock and 1,000,000 shares of the Company’s Series A preferred stock, at a price of $0.0001 per share.

Income Taxes

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Income Taxes
12 Months Ended
Sep. 30, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 13 – INCOME TAXES

 

At September 30, 2015, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $3,600,000, expiring in the year 2035, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

 

We have adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain.

 

The Company is required to file income tax returns in the U.S. Federal jurisdiction. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before September 30, 2012.

 

The effective rate differs from the statutory rate of 34% for due to the following:

 

Statutory rate on pre-tax book loss     (34.00 )%
Stock based compensation     11.70 %
Financing costs     2.40 %
Valuation allowance     19.90 %
      0.00 %

 

The Company’s deferred taxes as of September 30, 2015 consist of the following:

 

Non-Current deferred tax asset:        
Net operating loss carry-forwards   $ 1,224,000  
Valuation allowance     (1,224,000 )
 Net non-current deferred tax asset   $ -  

Subsequent Events

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Subsequent Events
12 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent Events

NOTE 14 – SUBSEQUENT EVENTS

 

In October 2015, the Company issued an aggregate of 13,776,000 shares of its common stock in settlement of $22,940 of convertible promissory notes assumed as part of the merger.

 

In November 2015 the Company received gross proceeds of $150,000 from the issuance of convertible debentures due July 27, 2020. The convertible debentures include substantially the same terms and conditions as provided for in the convertible debentures previously issued as discussed in Note 8 above except that the debentures issued in November 2015 were sold at par value, without discount.

 

On December 16, 2015, the Company acquired EXO:EXO, Inc. (“EXO”), a designer and producer of active wear brands offered in national fitness retailers in the U.S. pursuant to the terms of a stock exchange agreement dated December 16, 2015 (the “Stock Exchange Agreement”) with EXO and Sloane McComb (EXO’s sole shareholder) on December 16, 2015. Pursuant to the Stock Exchange Agreement, the Company acquired all of the issued and outstanding shares of EXO common stock from Ms. McComb in exchange for (i) the issuance to Ms. McComb of 500,000 shares of the Company’s unregistered common stock, (ii) a payment of $25,000 to Ms. McComb, (iii) the payment of up to $20,000 to a third party for the payment of certain debts of EXO, and (iv) contingent consideration of up to 700,000 shares of the Company’s unregistered common stock in the following amounts upon attainment of EXO gross sales targets in any calendar year following the closing: 100,000 shares if EXO attains gross sales of at least $250,000 but less than $500,000, an additional 150,000 shares if EXO attains gross sales of at least $500,000 but less than $750,000, an additional 200,000 shares if EXO attains gross sales of at least $750,000 but less than $1,000,000 and an additional 250,000 shares if EXO attains gross sales of at least $1,000,000 (the “Contingent Consideration”). In order earn the Contingent Consideration, Ms. McComb must be employed by the Company for the full calendar year during which the annual performance target has been achieved unless such target has been met prior to her separation. In addition to the purchase price, the Company agreed to invest $50,000 into EXO for inventory, marketing and working capital purposes. Pursuant to the Stock Exchange Agreement, EXO will be a wholly owned subsidiary of the Company upon the closing of the Stock Exchange. EXO’s net sales as of its fiscal year ended December 31, 2014 were $83,384.

 

In connection with the closing under the Stock Exchange Agreement, EXO entered into an employment agreement with Ms. McComb, pursuant to which Ms. McComb has been engaged as the President of EXO for a term commencing on the closing and ending on December 21, 2018, subject to automatic extensions if neither party has given the other notice that it does not wish to extend the agreement. Ms. McComb will receive an initial salary based on an annual rate to $40,000 for 2016 and $45,000 for 2017 and $50,000 for 2018, and will receive a quarterly bonus equal to 20% EXO’s EBITDA in the prior quarter, and other benefits as determined by the Company’s board of directors.

Summary of Significant Accounting Policies (Policies)

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Summary of Significant Accounting Policies (Policies)
12 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
Revenue Recognition

Revenue Recognition

 

Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured.

 

In connection with its franchising operations, the Company receives initial franchise fees, area development fees, franchise deposits and royalties which are based on sales at franchised restaurants.

 

Franchise fees, which are typically received prior to completion of the revenue of the revenue recognition process, are deferred when received. Such fees are recognized as income when substantially all services to be performed by the Company and conditions related to the sale of the franchise have been performed or satisfied, which generally occurs when the franchised restaurant commences operations.

 

Development agreements require the developer to open a specified number of restaurants in the development area within a specified time period or the agreements may be cancelled by the Company. Fees from development agreements are deferred when received and recognized as income as restaurants in the development area commence operations on a pro rata basis to the minimum number of restaurants required to be open.

 

Deferred franchise fees and development fees are classified as current or long term in the financial statements based on the projected opening date of the restaurants. Royalty fees, which are based upon a percentage of franchise sales, are made by the franchisee.

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Cash

Cash

 

Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.

 

The Company maintains cash in bank accounts located in the United States, which, at times, may exceed federally insured limits or be uninsured. The Company has not experienced any losses in such accounts.

Royalties Receivable

Royalties Receivable

 

Royalties receivable primarily consists of trade receivables, net of allowances. On a periodic basis, the Company evaluates its trade receivables and establishes an allowance for doubtful accounts based on its history of past bad debt expense, collections and current credit conditions. The Company performs on-going credit evaluations of its customers and the customer’s current credit worthiness. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. As of September 30, 2015 and 2014, the Company’s allowance for doubtful accounts was $-0-. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required in future periods.

Property and Equipment

Property and Equipment

 

Property and equipment consists of furniture and fixtures, equipment, leasehold improvements and construction in process. They are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

 

The estimated useful lives of the classes of property and equipment are as follows:

 

Construction in Progress   Not in service
Equipment   5 years
Leasehold Improvements   5 years
Furniture and Fixtures   5 years

Intangible Assets

Intangible Assets

 

Intangible assets consist of costs associated with acquiring Pizza Fusion franchise and trademark rights, website development costs and trademark and logo costs.

 

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually. The Company’s intangible assets with a finite life are franchise and trademark rights, website development costs and trademark and logo costs which are be amortized over their economic or legal life, whichever is shorter.

 

The estimated useful lives of the classes of intangible assets are as follows:

 

Franchise and trademark rights   5 years
Trademark costs   5 years
Website   5 years

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. 

 

During the year ended September 30, 2015 and 2014, the Company management performed an evaluation of its acquired intangible assets for purposes of determining the implied fair value of the assets at September 30, 2015 and 2014. The tests indicated that the recorded remaining book value of its intangible assets did not exceed its fair value for the years ended September 30, 2015 and 2014; and no impairment was deemed to exist as of September 30, 2015 and 2014. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.

Website Development Costs

Website Development Costs

 

The Company recognizes website development costs in accordance with Accounting Standards Codification subtopic 350-50, Website Development Costs (“ASC 350-50”). As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair or maintenance for the website were included in cost of net revenues in the current period expenses. During the years ended September 30, 2015 and 2014, the Company did not capitalize any costs associated with the website development.

Research and Development

Research and Development

 

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the years ended September 30, 2015 and 2014, the Company’s expenditures on research and product development were immaterial.

Convertible Instruments

Convertible Instruments

 

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

 

As of September 30, 2015, the Company determined that the conversion provisions embedded in issued convertible debentures did not meet the defined criteria of a derivative in such that the net settlement requirement of delivery of common shares does not meet the “readily convertible to cash” as described in Accounting Standards Codification 815 and therefore bifurcation is not required. There was no established market for the Company’s common stock. 

Net Loss per Share

Net Loss per Share

 

The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of September 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

 

Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:

 

    September 30, 2015     September 30, 2014  
             
Convertible notes payable     37,597,538       -  
Warrants to purchase common stock     13,797,242       2,385,730  
Totals     51,394,780       2,385,730  

Stock-Based Compensation

Stock-Based Compensation

 

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash.

Advertising

Advertising

 

The Company’s advertising costs are expensed as incurred. Advertising expense was $249 and $1,325 for the years ended September 30, 2015 and 2014 .

Income Taxes

Income Taxes

 

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse.

 

The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

 

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of September 30, 2015 and 2014. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. 

 

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations.

Registration Rights

Registration Rights

 

The Company accounts for registration rights agreements in accordance with the Accounting Standards Codification subtopic 825-20, Registration Payment Arraignments (“ASC 825-20”). Under ASC 825-20, the Company is required to disclose the nature and terms of the arraignment, the maximum potential amount and to assess each reporting period the probable liability under these arraignments and, if exists, to record or adjust the liability to current period operations. On September 30, 2015, the Company determined that possible payments under its registration rights agreement was not probable and therefore did not accrue as interest expense in current period operations for possible liability under the registration rights agreements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial statements.

 

In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern. The standard is intended to define management’s responsibility to decide whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the footnotes. The standard becomes effective in the annual period ending after December 15, 2016, with early application permitted. The adoption of this pronouncement is not expected to have a material impact on the consolidated financial statements. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 2.

 

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements.

 

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Summary of Significant Accounting Policies (Tables)

v3.3.1.900
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Sep. 30, 2015
Schedule of Estimated Useful Lives of Property and Equipment

The estimated useful lives of the classes of property and equipment are as follows:

 

Construction in Progress   Not in service
Equipment   5 years
Leasehold Improvements   5 years
Furniture and Fixtures   5 years

Schedule of Potentially Dilutive Securities Computation of Basic and Diluted Net Income Loss

Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:

 

    September 30, 2015     September 30, 2014  
             
Convertible notes payable     37,597,538       -  
Warrants to purchase common stock     13,797,242       2,385,730  
Totals     51,394,780       2,385,730  

Intangible Assets [Member]  
Schedule of Estimated Useful Lives of Property and Equipment

The estimated useful lives of the classes of intangible assets are as follows:

 

Franchise and trademark rights   5 years
Trademark costs   5 years
Website   5 years

Property and Equipment (Tables)

v3.3.1.900
Property and Equipment (Tables)
12 Months Ended
Sep. 30, 2015
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

Property and equipment as of September 30, 2015 and 2014 is summarized as follows:

 

    September 30, 2015     September 30, 2014  
Construction in process   $ 18,150     $ -  
Equipment     47,697       44,933  
Leasehold improvements     10,513       10,513  
Furniture and fixtures     37,604       37,604  
Subtotal     113,964       93,050  
Less accumulated depreciation     (79,338 )     (68,862 )
Property and equipment, net   $ 34,626     $ 24,188  

Intangible Assets (Tables)

v3.3.1.900
Intangible Assets (Tables)
12 Months Ended
Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets as of September 30, 2015 and 2014 is summarized as follows:

 

    September 30, 2015     September 30, 2014  
Franchise and trademark rights   $ 71,949     $ 71,949  
Trademark costs     45,429       45,429  
Website     43,625       43,625  
Subtotal     161,003       161,003  
Less accumulated depreciation     (44,013 )     (38,133 )
Property and equipment, net   $ 116,990     $ 122,870  

Convertible Notes Payable (Tables)

v3.3.1.900
Convertible Notes Payable (Tables)
12 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Schedule of Convertible Notes Payable

Convertible notes payable as of September 30, 2015 and 2014 is summarized as follows:

 

    September 30, 2015     September 30, 2014  
Notes payable, acquired in recapitalization   $ 61,074     $ -  
Notes payable, due July 27, 2020, net of unamortized debt discounts of 224,924     166,183       -  
Subtotal     227,257       -  
Less current maturities     (61,074 )     -  
Long term portion   $ 166,183     $ -  

Stockholders' (Deficit) (Tables)

v3.3.1.900
Stockholders' (Deficit) (Tables)
12 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Summary of Outstanding Warrants to Purchase Common Stock

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at September 30, 2015:

 

Exercise     Number     Expiration
Price     Outstanding     Date
$ 0.25       13,797,242     July 2018
                 

Summary of Warrant Activity

A summary of the warrant activity for the years ended September 30, 2015 and 2014 is as follows:

 

          Weighted-     Weighted-Average        
          Average     Remaining     Aggregate  
    Shares     Exercise Price     Contractual Term     Intrinsic Value  
Outstanding at October 1, 2013     13,797,242     $ 0.25       3.00     $ -  
Grants     -                       -  
Exercised                                
Canceled                                
Outstanding at September 30, 2014     13,797,242     $ 0.25       3.00     $ -  
Grants     -                          
Exercised     -                          
Canceled     -                          
Outstanding at September 30,2015     13,797,242     $ 0.25       2.75     $ -  
                                 
Vested and expected to vest at September 30, 2015     13,797,242     $ 0.25       2.75     $ -  
Exercisable at September 30, 2015     13,797,242     $ 0.25       2.75     $ -  

Loss Per Share (Tables)

v3.3.1.900
Loss Per Share (Tables)
12 Months Ended
Sep. 30, 2015
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Loss Per Share

The following table presents the computation of basic and diluted loss per share for the years ended September 30, 2015 and 2014:

 

    September 30, 2015     September 30, 2013  
Net loss available to Common stockholders   $ (436,884 )   $ (256,855 )
Basic and diluted earnings (loss) per share   $ (0.01 )   $ (0.02 )
Weighted average common shares outstanding     26,893,716       17,117,268  

Income Taxes (Tables)

v3.3.1.900
Income Taxes (Tables)
12 Months Ended
Sep. 30, 2015
Income Tax Disclosure [Abstract]  
Schedule of Statuatory Income Tax Rate

The effective rate differs from the statutory rate of 34% for due to the following:

 

Statutory rate on pre-tax book loss     (34.00 )%
Stock based compensation     11.70 %
Financing costs     2.40 %
Valuation allowance     19.90 %
      0.00 %

Schedule of Deferred Tax Assets

The Company’s deferred taxes as of September 30, 2015 consist of the following:

 

Non-Current deferred tax asset:        
Net operating loss carry-forwards   $ 1,224,000  
Valuation allowance     (1,224,000 )
 Net non-current deferred tax asset   $ -  

Nature of Operations and Basis of Presentation (Details Narrative)

v3.3.1.900
Nature of Operations and Basis of Presentation (Details Narrative) - USD ($)
7 Months Ended 12 Months Ended
Jul. 27, 2015
Jul. 01, 2015
May. 26, 2015
Oct. 04, 2013
Sep. 30, 2015
Original principal amount $ 1,333,334     $ 65,600  
Number of shares convertible pursuant to debt       40,000,000 2,944,000
Pizza Fusion Holdings, Inc [Member]          
Percentage of common shares acquired   100.00%      
Merger Agreement [Member]          
Number of shares exchanged common stock during period     17,117,268   2,385,730
Warrants exercisable price per share     $ 0.25   $ 0.25
Warrants exercisable term     3 years   3 years
Original principal amount         $ 65,600
Number of shares convertible pursuant to debt         40,000,000
Merger Agreement [Member] | Pizza Fusion Holdings, Inc [Member]          
Percentage of common shares acquired     100.00%   100.00%
Merger Agreement [Member] | Pizza Fusion Holdings, Inc [Member] | Two Founders [Member]          
Purchased shares of the company         21,441,366
Merger Agreement [Member] | Pizza Fusion Holdings, Inc [Member] | Two Founders [Member] | Series A Preferred Stock [Member]          
Purchased shares of the company         1,000,000
Business Acquisition, Share Price         $ 0.0001
Merger Agreement [Member] | Warrant [Member]          
Number of shares exchanged common stock during period         2,385,730
Number of warrants to issued to purchase company common stock during period     11,411,512   11,411,512
Warrants exercisable price per share         $ .25
Warrants exercisable term         3 years
Purchased shares of the company         137,972,422

Going Concern and Management's Liquidity Plans (Details Narrative)

v3.3.1.900
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Cash $ 272,785 $ 95,797 $ 27,986
Working capital deficit 944,490    
Net cash used in operating activities 265,086 $ 80,190  
Cash proceeds from the issuance of convertible notes 352,000  
Short term borrowings $ 106,500    

Summary of Significant Accounting Policies (Details Narrative)

v3.3.1.900
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Accounting Policies [Abstract]    
Allowance for doubtful accounts $ 0 $ 0
Advertising expense 249 1,325
Uncertain tax positions $ 0 $ 0

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)

v3.3.1.900
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)
12 Months Ended
Sep. 30, 2015
Franchise and Trademark Rights [Member] | Intangible Assets [Member]  
Finite lived intangible asset useful life 5 years
Trademark Costs [Member] | Intangible Assets [Member]  
Finite lived intangible asset useful life 5 years
Website [Member] | Intangible Assets [Member]  
Finite lived intangible asset useful life 5 years
Construction in Progress [Member]  
Estimated useful lives, description Not in service
Equipment [Member]  
Estimated useful lives 5 years
Leasehold Improvements [Member]  
Estimated useful lives 5 years
Furniture and Fixtures [Member]  
Estimated useful lives 5 years

Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Computation of Basic and Diluted Net Income Loss (Details)

v3.3.1.900
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Computation of Basic and Diluted Net Income Loss (Details) - shares
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Potentially dilutive securities 51,394,780 2,385,730
Convertible Notes Payable [Member]    
Potentially dilutive securities 37,597,538
Warrants to Purchase Common Stock [Member]    
Potentially dilutive securities 13,797,242 2,385,730

Property and Equipment (Details Narrative)

v3.3.1.900
Property and Equipment (Details Narrative) - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 10,476 $ 10,476

Property and Equipment - Schedule of Property and Equipment (Details)

v3.3.1.900
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Property, Plant and Equipment [Abstract]    
Construction in process $ 18,150
Equipment 47,697 $ 44,933
Leasehold improvements 10,513 10,513
Furniture and fixtures 37,604 37,604
Subtotal 113,964 93,050
Less accumulated depreciation (79,338) (68,862)
Property and equipment, net $ 34,626 $ 24,188

Intangible Assets (Details Narrative)

v3.3.1.900
Intangible Assets (Details Narrative) - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization expense $ 5,880 $ 5,880

Intangible Assets - Schedule of Intangible Assets (Details)

v3.3.1.900
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]    
Franchise and trademark rights $ 71,949 $ 71,949
Trademark costs 45,429 45,429
Website 43,625 43,625
Subtotal 161,003 161,003
Less accumulated depreciation (44,013) (38,133)
Property and equipment, net $ 116,990 $ 122,870

Notes Payable (Details Narrative)

v3.3.1.900
Notes Payable (Details Narrative) - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Jul. 10, 2014
Jun. 01, 2013
Debt Disclosure [Abstract]        
Note payable face value     $ 50,000  
Outstanding balance $ 50,000 $ 50,000   $ 590,990

Convertible Notes Payable (Details Narrative)

v3.3.1.900
Convertible Notes Payable (Details Narrative) - USD ($)
7 Months Ended 12 Months Ended
Jul. 27, 2015
Oct. 04, 2013
Sep. 30, 2015
Sep. 30, 2014
Promissory notes for an aggregate of cash   $ 65,600    
Notes are unsecured, interest bearing percentage   10.00%    
Maximum percentage of default interest bearing   18.00%    
Matured term, description   September 19, 2013 through April 4, 2014    
Fixed price per share   $ .20    
Convertible debt original principal amount $ 1,333,334 $ 65,600    
Number of shares convertible pursuant to debt   40,000,000 2,944,000  
Number of shares convertible pursuant to debt, amount     $ 4,526  
Convertible debentures due Jul. 27, 2020   Jul. 27, 2020  
Aggregate issued sold share price $ 1,200,000   $ 4,288  
Proceeds from this debenture 140,000      
Balance payable in five consecutive monthly installments amount $ 212,000      
Proceeds from issuance of convertible notes payable     $ 352,000
Percentage of purchasers holding aggregate principal amount of outstanding debentures     75.00%  
Percentage of conversion price equal of lowest traded price of common stock     65.00%  
Beneficial conversion feature related to convertible notes     $ 189,537  
Amortization of debt discount     $ 3,621
First 12 Months Interest Rate [Member]        
Notes are unsecured, interest bearing percentage     10.00%  

Convertible Notes Payable - Schedule of Convertible Notes Payable (Details)

v3.3.1.900
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($)
Sep. 30, 2015
Sep. 30, 2014
Subtotal $ 227,257  
Less current maturities (61,074)
Long term portion 166,083
Notes Payable, Acquired In Recapitalization [Member]    
Subtotal 61,074
Notes Payable, Due July 27, 2020, Net of Unamortized Debt Discounts of 224,924 [Member]    
Subtotal $ 166,183

Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical)

v3.3.1.900
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($)
12 Months Ended
Jul. 27, 2015
Sep. 30, 2015
Debt Disclosure [Abstract]    
Due date Jul. 27, 2020 Jul. 27, 2020
Unamortized debt discounts   $ 224,924

Stockholders' (Deficit) (Details Narrative)

v3.3.1.900
Stockholders' (Deficit) (Details Narrative) - USD ($)
7 Months Ended 12 Months Ended
Jul. 27, 2015
Jul. 01, 2015
May. 26, 2015
Oct. 04, 2013
Sep. 30, 2015
Sep. 30, 2014
Preferred stock par value         $ 0.0001 $ 0.0001
Preferred stock shares authorized         20,000,000 5,000,000
Sale of stock during period $ 1,200,000       $ 4,288  
Common stock par value         $ 0.0001 $ 0.0001
Common stock shares authorized         500,000,000 2,000,000,000
Common stock shares issued         63,044,404 17,117,268
Common stock shares outstanding         63,044,404 17,117,268
Number of shares convertible pursuant to debt       40,000,000 2,944,000  
Number of shares convertible pursuant to debt, amount         $ 4,526  
Reverse stock split     2,000-for-1 reverse stock split      
Issued and outstanding shares of common stock par value         $ 0.001  
Pizza Fusion Holdings, Inc [Member]            
Common stock shares issued   17,117,268        
Percentage of common shares acquired   100.00%        
Merger Agreement [Member]            
Number of shares convertible pursuant to debt         40,000,000  
Warrants exercisable price per share     $ 0.25   $ 0.25  
Warrants exercisable term     3 years   3 years  
Number of shares exchanged common stock during period     17,117,268   2,385,730  
Merger Agreement [Member] | Pizza Fusion Holdings, Inc [Member]            
Percentage of common shares acquired     100.00%   100.00%  
Related Parties [Member]            
Sale of stock during period         $ 4,288  
Sale of stock during period, shares         42,882,732  
Series A Preferred Stock [Member]            
Preferred stock par value         $ 0.0001 $ 0.0001
Preferred stock, shares designated         2,000,000 0
Series A Preferred Stock [Member]            
Preferred stock voting rights         125 votes  
Sale of stock during period         $ 200  
Sale of stock during period, shares         2,000,000  
Warrant [Member] | Merger Agreement [Member]            
Purchased shares of the company         137,972,422  
Warrants exercisable price per share         $ .25  
Warrants exercisable term         3 years  
Number of warrants to issued to purchase company common stock during period     11,411,512   11,411,512  
Number of shares exchanged common stock during period         2,385,730  

Stockholders' (Deficit) - Summary of Outstanding Warrants to Purchase Common Stock (Details)

v3.3.1.900
Stockholders' (Deficit) - Summary of Outstanding Warrants to Purchase Common Stock (Details) - Warrant [Member]
12 Months Ended
Sep. 30, 2015
$ / shares
shares
Exercisable price | $ / shares $ 0.25
Number of shares outstanding | shares 13,797,242
Expiration date 2018-07

Stockholders' (Deficit) - Summary of Warrant Activity (Details)

v3.3.1.900
Stockholders' (Deficit) - Summary of Warrant Activity (Details) - Warrant [Member] - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Number of shares outstanding, beginning of period 13,797,242 13,797,242
Number of shares granted
Number of shares exercised  
Number of shares cancelled  
Number of shares outstanding, end of period 13,797,242 13,797,242
Number of shares vested and expected to vest 13,797,242  
Number of shares exercisable 13,797,242  
Weighted average exercise price outstanding, beginning of period $ 0.25 $ 0.25
Weighted average exercise price outstanding, end of period 0.25 $ 0.25
Weighted average exercise price vested and expected to vest 0.25  
Weighted average exercise price exercisable $ 0.25  
Weighted average remaining contractual terms (years), Outstanding 3 years 3 years
Weighted average remaining contractual terms (years), Outstanding 2 years 9 months 3 years
Weighted average remaining contractual terms (years), vested and expected to vest 2 years 9 months  
Weighted average remaining contractual terms (years), exercisable 2 years 9 months  
Intrinsic value, outstanding, ending  
Intrinsic value, Vested and expected to vest  
Intrinsic value, exercisable, ending  

Loss Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details)

v3.3.1.900
Loss Per Share - Schedule of Computation of Basic and Diluted Loss Per Share (Details) - USD ($)
12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Earnings Per Share [Abstract]    
Net loss available to Common stockholders $ (436,884) $ (256,855)
Basic and diluted earnings (loss) per share $ (0.02) $ (0.02)
Weighted average common shares outstanding 26,893,716 17,117,268

Commitments and Contingencies (Details Narrative)

v3.3.1.900
Commitments and Contingencies (Details Narrative)
12 Months Ended
Jun. 01, 2013
USD ($)
Sep. 30, 2015
USD ($)
ft²
Sep. 30, 2014
USD ($)
Base rent of per month   $ 2,200  
Fixed real estate taxes per month   $ 1,200  
Percentage of lease subject increase per year   5.00%  
Lease expiration date   Jul. 31, 2016  
Aggregate of ouststanding debt $ 590,990 $ 50,000 $ 50,000
Outstanding litigation   $ 0  
Vaughan Dugan [Member] | Employment Agreement [Member]      
Expires term May 30, 2020    
Annual salary $ 150,000    
Percenage of annual compound rate increase 5.00%    
Randy Romano [Member] | Employment Agreement [Member]      
Expires term May 30, 2020    
Annual salary $ 150,000    
Percenage of annual compound rate increase 5.00%    
Office Space In Boca Raton, Florida [Member]      
Lease office space | ft²   1,950  

Related Party Transactions (Details Narrative)

v3.3.1.900
Related Party Transactions (Details Narrative) - USD ($)
12 Months Ended
Jul. 01, 2015
May. 26, 2015
Sep. 30, 2015
Sep. 30, 2014
Advances outstanding     $ 0 $ 0
Accrued compensation due officers and executives included in accounts payable     $ 670,839 $ 569,999
Common stock shares issued     63,044,404 17,117,268
Vaughan Dugan [Member]        
Number of warrants to issued to purchase company common stock during period     2,108,667  
Number of common stock issued during period     3,162,999  
Merger Price per share     $ .25  
Randy Romano [Member]        
Number of common stock issued during period     100,000  
Merger Price per share     $ 2.00  
Merger Agreement [Member]        
Warrants exercisable price per share   $ 0.25 $ 0.25  
Warrants exercisable term   3 years 3 years  
Number of common stock issued during period   17,117,268 2,385,730  
Merger Agreement [Member] | Warrant [Member]        
Number of warrants to issued to purchase company common stock during period   11,411,512 11,411,512  
Warrants exercisable price per share     $ .25  
Warrants exercisable term     3 years  
Number of common stock issued during period     2,385,730  
Purchased shares of the company     137,972,422  
Pizza Fusion Holdings, Inc [Member]        
Common stock shares issued 17,117,268      
Percentage of common shares and equivalents 100.00%      
Pizza Fusion Holdings, Inc [Member] | Merger Agreement [Member]        
Percentage of common shares and equivalents   100.00% 100.00%  
Pizza Fusion Holdings, Inc [Member] | Merger Agreement [Member] | Randy Romano [Member]        
Purchased shares of the company     21,441,366  
Pizza Fusion Holdings, Inc [Member] | Merger Agreement [Member] | Randy Romano [Member] | Series A Preferred Stock [Member]        
Merger Price per share     $ 0.0001  
Purchased shares of the company     1,000,000  

Income Taxes (Details Narrative)

v3.3.1.900
Income Taxes (Details Narrative)
12 Months Ended
Sep. 30, 2015
USD ($)
Income Tax Disclosure [Abstract]  
Operating loss carry forward $ 3,600,000
Operating loss carryforwards expiration year 2035
Maximum percentage of tax benfit upon ultimate settlement 50.00%
Percentage of statutory rate 34.00%

Income Taxes - Schedule of Statuatory Income Tax Rate (Details)

v3.3.1.900
Income Taxes - Schedule of Statuatory Income Tax Rate (Details)
12 Months Ended
Sep. 30, 2015
Income Tax Disclosure [Abstract]  
Statutory rate on pre-tax book loss (34.00%)
Stock based compensation 11.70%
Financing costs 2.40%
Valuation allowance 19.90%
Total 0.00%

Income Taxes - Schedule of Deferred Tax Assets (Details)

v3.3.1.900
Income Taxes - Schedule of Deferred Tax Assets (Details)
Sep. 30, 2015
USD ($)
Income Tax Disclosure [Abstract]  
Net operating loss carry-forwards $ 1,224,000
Valuation allowance $ (1,224,000)
Net non-current deferred tax asset

Subsequent Events (Details Narrative)

v3.3.1.900
Subsequent Events (Details Narrative) - USD ($)
1 Months Ended 7 Months Ended 12 Months Ended
Dec. 16, 2015
Jul. 27, 2015
Nov. 30, 2015
Oct. 31, 2015
Oct. 04, 2013
Dec. 31, 2015
Sep. 30, 2015
Sep. 30, 2014
Number of shares convertible pursuant to debt         40,000,000   2,944,000  
Number of shares convertible pursuant to debt, amount             $ 4,526  
Received gross proceeds convertible debt             $ 352,000
Convertible debentures due date   Jul. 27, 2020         Jul. 27, 2020  
Subsequent Event [Member]                
Number of shares convertible pursuant to debt       13,776,000        
Number of shares convertible pursuant to debt, amount       $ 22,940        
Received gross proceeds convertible debt     $ 150,000          
Convertible debentures due date     Jul. 27, 2020          
Subsequent Event [Member] | Ms. McComb [Member]                
Initial salary based on annual rate of 2016 $ 40,000              
Initial salary based on annual rate of 2017 45,000              
Initial salary based on annual rate of 2018 50,000              
Subsequent Event [Member] | Exo, Inc [Member]                
Inventory, marketing and working capital purposes $ 50,000              
Net sales as of fiscal year ended           $ 83,384    
Subsequent Event [Member] | Exo, Inc [Member] | 100,000 Shares Gross Sales [Member]                
Number of shares attainment of sales of targets gross 100,000              
Gross sales of at least $ 250,000              
Maximum gross sales value $ 500,000              
Subsequent Event [Member] | Exo, Inc [Member] | 150,000 Shares Gross Sales [Member]                
Number of shares attainment of sales of targets gross 150,000              
Gross sales of at least $ 500,000              
Maximum gross sales value $ 750,000              
Subsequent Event [Member] | Exo, Inc [Member] | 200,000 Shares Gross Sales [Member]                
Number of shares attainment of sales of targets gross 200,000              
Gross sales of at least $ 750,000              
Maximum gross sales value $ 1,000,000              
Subsequent Event [Member] | Exo, Inc [Member] | 250,000 Shares Gross Sales [Member]                
Number of shares attainment of sales of targets gross 250,000              
Gross sales of at least $ 1,000,000              
Subsequent Event [Member] | Exo, Inc [Member] | Ms. McComb [Member]                
Number of shares issuance of unregistered common stock 500,000              
Payments to acquisition $ 25,000              
Percentage of quarterly bonus 20.00%              
Subsequent Event [Member] | Exo, Inc [Member] | Ms. McComb [Member] | Maximum [Member]                
Number of shares issuance of unregistered common stock 700,000              
Payments to acquisition $ 20,000