STOCKHOLDERS' EQUITY (DEFICIT)

3 Months Ended

Dec. 31, 2014

Equity [Abstract]

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock

 At December 31, 2014, the Company had 10,000,000 shares authorized and 1,362,126 of Series A Convertible Preferred Stock issued and outstanding, 3,200,000 shares authorized and outstanding of Series B Convertible Preferred Stock and 3,500,000 shares authorized and outstanding of Series C Convertible Preferred Stock.

Series A Convertible Preferred Stock

 At December 31, 2014, the Company had 1,500,000 Series A convertible preferred shares (“Series A Preferred Stock”) authorized. At December 31, 2014 and September 30, 2014, the Company had 1,362,126 and 1,500,000 shares of Series A Preferred Stock outstanding. The Series A Preferred Stock is accounted for as a derivative (See Note 6).

 Each share of Series A Preferred Stock has a stated value of $2.00 and is convertible into shares of common stock equal to the stated value (and all accrued but unpaid dividends) divided by a conversion price equal to the lower of (i) $0.20 and (ii) twenty percent (20%) of the lowest dollar volume weighted average price, as defined (“VWAP”) of the common stock on the trading day during the twenty (20) consecutive trading days ending on the trading day immediately preceding the conversion date (subject to adjustment).  The Series A Preferred Stock accrues dividends at a rate of 12% per annum, payable quarterly in arrears in cash or in kind, subject to certain conditions being met.  The Series A Preferred Stock contains a seven year “make-whole” provision such that if the Series A Preferred Stock is converted prior to the seventh anniversary of the date of original issuance, the holder will be entitled to receive the remaining amount of dividends that would accrued from the of the conversion until such seven year anniversary.  The Company is prohibited from effecting the conversion of the Series A Preferred Stock to the extent that, as a result of such conversion, the holder beneficially owns more than 2.49%, in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series A Preferred Stock.

 Dividends related to Series A Preferred Stock at December 31, 2014 amounted to $231,631 during the three months ended December 31, 2014. Undeclared Dividends related to Series A preferred as of December 31, 2014 and September 30, 2014 amounted to approximately $81,000 and $30,000, respectively and is included under "Accrued Expenses" in balance sheet.

Series B Convertible Preferred Stock

 The Company had 3,200,000 Series B convertible preferred shares (“Series B Preferred Stock”) authorized and issued and outstanding at December 31, 2014. The Series B Preferred Stock is accounted for as a derivative (See Note 6).

 Each share of Series B Preferred Stock has a stated value of $0.50 and is convertible into shares of common stock equal to the stated value (and all accrued but unpaid dividends) divided by a conversion price equal to the lower of (i) $2.50 and (ii) during the period commencing on the Initial Issuance Date and ending on the first Trading Day following the six (6) month anniversary of the Initial Issuance Date that there is traded a minimum of 3,000,000 shares at a price of $0.50 or greater, twenty percent (20%) of the lowest VWAP of the Common Stock on the Trading Day during the twenty  (20) consecutive Trading Days ending on the Trading Day immediately preceding the Conversion Date, subject to adjustment as provided herein.

Series C Convertible Preferred Stock

 The company had 3,500,000 Series C convertible preferred shares (“Series C Preferred Stock”) authorized and issued and outstanding at December 31, 2014.

 Each share of Series C Preferred Stock has a stated value of $0.001 and is convertible into 3.3514834 shares of the Corporation’s common stock (the “Common Stock”) for each one (1) share of Series C Preferred Stock surrendered.

Common stock

 At December 31, 2014 and September 30, 2014, the Company had 80,000,000 shares authorized and 74,733,298 and 233,808 shares issued and outstanding, respectively, of its $0.0001 par value common stock.

 On March 19, 2014 the holders of the Company’s outstanding voting capital approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 40,000,000 to 80,000,000.

 On August 22, 2014, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation to effect a 1-for-200 reverse split of the Company’s issued and outstanding common stock.

 On December 9, 2014, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada which (i) effected a 1-for-10 reverse stock split of the Company’s common stock; (ii) reduced the number of shares of common stock authorized for issuance by the company from 800,000,000 to 80,000,000, and (iii) reduced the par value of the Company’s common stock from $0.001 per share to $0.0001 per share.  FINRA confirmed the effectiveness of the reverse stock split on January 27, 2015. All share numbers in the accompanying unaudited condensed consolidated financial statements and notes thereof have been retrospectively restated to reflect this split.

 Transactions during the three months ended December 31, 2014

Common Stock

 During the three months ended December 31, 2014, the Company issued 734,895 shares of common stock to athletes and marketing consultants as per termination agreement valued at approximately $316,739, the Company issued 676,000 shares of common stock to the management as per termination agreement valued at approximately $2,230,800, the Company issued 69,818,787 shares of common stock in Preferred Series A conversion value at approximately $9,211,461 and the Company issued 3,269,808 shares of common stock at the merger value at approximately $10,790,367.