Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 30, 2014 | 13-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Giggles N' Hugs, Inc. | ' |
Entity Central Index Key | '0001381435 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-29 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 26,518,686 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Current assets: | ' | ' |
Cash and equivalents | $7,171 | $71,222 |
Inventory | 39,238 | 41,744 |
Prepaid stock-based compensation | 46,312 | ' |
Prepaid expenses, other | 8,388 | 6,247 |
Total current assets | 101,109 | 119,213 |
Fixed assets: | ' | ' |
Total fixed assets, net | 2,652,559 | 2,695,214 |
Other assets: | ' | ' |
Security deposits, other | 42,848 | 38,730 |
Unamortized fees | 107,178 | 68,390 |
Total other assets | 150,026 | 107,120 |
Total assets | 2,903,694 | 2,921,547 |
Current liabilities: | ' | ' |
Accounts payable | 828,174 | 850,126 |
Incentive from lessor - current portion | 86,850 | 80,158 |
Note payable from lessor - current portion | 54,425 | 79,735 |
Accrued expenses | 515,886 | 301,845 |
Deferred revenue | 55,264 | 40,527 |
Due to related party | 40,000 | 40,000 |
Convertible note payable and accrued interest of $5,703 and $4,703 respectively | 55,703 | 54,703 |
Total current liabilities | 1,636,302 | 1,447,094 |
Long-term liabilities: | ' | ' |
Incentive from lessor - long-term | 1,222,029 | 1,248,051 |
Note payable - lessor | 529,713 | 541,913 |
Convertible note payable, net of debt discount of $57,216 and $36,269, respectively | 539,519 | 321,911 |
Total long-term liabilities | 2,291,261 | 2,111,875 |
Total liabilities | 3,927,563 | 3,558,969 |
Stockholders' deficit: | ' | ' |
Common stock, $0.001 par value, 1,125,000,000 shares authorized, 24,807,478 and 24,159,145 shares issued and outstanding as of March 30, 2014 and December 29, 2013, respectively | 24,807 | 24,159 |
Common stock payable (428,333 and 678,333 shares as of March 30, 2014 and December 29, 2013, respectively) | 181,000 | 480,500 |
Additional paid-in capital | 4,072,874 | 3,654,207 |
Accumulated deficit | -5,302,550 | -4,796,288 |
Total stockholders' deficit | -1,023,869 | -637,422 |
Total liabilities and stockholders' deficit | $2,903,694 | $2,921,547 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Net of debt discount | $5,703 | $4,703 |
Net of debt discount, long term | $57,126 | $36,269 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,125,000,000 | 1,125,000,000 |
Common stock, shares issued | 24,807,478 | 24,159,145 |
Common stock, shares outstanding | 24,807,478 | 24,159,145 |
Common stock payable, shares | 428,333 | 678,333 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Mar. 31, 2013 | |
Revenue | ' | ' |
Food and beverage sales | $438,157 | $192,966 |
Private party rentals | 193,360 | 99,803 |
Other sales | 221,514 | 80,897 |
Allowances, returns and discounts | -30,981 | -25,719 |
Net sales | 822,050 | 347,947 |
Costs and operating expenses | ' | ' |
Cost of sales including food and beverage | 214,083 | 108,748 |
Labor | 319,518 | 132,124 |
Occupancy cost | 234,670 | 69,690 |
Depreciation and amortization | 84,186 | 25,856 |
Total operating expenses | 852,457 | 336,418 |
Other expenses | ' | ' |
Executive compensation | 102,500 | 37,423 |
Non-Employee stock-based compensation | 22,688 | 95,366 |
Professional and consulting expenses | 239,374 | 89,610 |
General and administrative expenses | 79,336 | 50,280 |
Finance and interest expense | 34,890 | 13,500 |
Gain on stock issuance for payable settlement | -2,133 | ' |
Total costs and operating expenses | 1,329,112 | 622,597 |
Loss before provision for income taxes | -507,062 | -274,650 |
Provision for income taxes | -800 | ' |
Net loss | ($506,262) | ($274,650) |
Net loss per share - basic | ($0.02) | ($0.02) |
Weighted average number of common shares outstanding - basic | 24,404,877 | 23,175,367 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities | ' | ' |
Net Loss | ($506,262) | ($274,650) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 84,186 | 25,856 |
Amortization of debt discount | 6,880 | 12,500 |
Non-Employee stock-based compensation | 22,688 | 95,366 |
Gain on stock issuance for payable settlement | -2,133 | ' |
Warrants conversion feature for convertible note | 41,148 | ' |
Changes in operating assets and liabilities: | ' | ' |
Decrease (increase) in prepaid expenses and deposits | -2,140 | 499 |
Increase in security deposits, other | -4,118 | -1,630 |
Decrease (increase) in inventory | 2,506 | -14,682 |
Increase in unamortized fees | -38,788 | ' |
Increase (decrease) in accounts payable | -10,152 | 295,450 |
Increase in lease incentive liability | -19,330 | 108,685 |
Increase in accrued expenses | 189,191 | 69,796 |
Increase in accrued interest | 7,757 | ' |
Increase in deferred revenue | 14,737 | 12,416 |
Net cash provided by (used in) operating activities | -213,830 | 329,606 |
Cash flows from investing activities | ' | ' |
Acquisition of fixed assets | -41,529 | -622,620 |
Net cash used in investing activities | -41,529 | -622,620 |
Cash flows from financing activities | ' | ' |
Proceeds from convertible notes payable | 202,170 | ' |
Proceeds from note payable | -10,862 | ' |
Proceeds from related party | ' | 60,000 |
Proceeds from common stock payable | ' | 150,000 |
Net cash provided by financing activities | 191,308 | 210,000 |
NET DECREASE IN CASH | -64,051 | -83,014 |
CASH AT BEGINNING OF PERIOD | 71,222 | 156,474 |
CASH AT END OF PERIOD | 7,171 | 73,460 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' |
Interest paid | 16,138 | ' |
Income taxes paid | ' | ' |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Incentive from lessor | ' | 118,750 |
Shares issued for prepaid stock compensation | 46,312 | ' |
Shares issued to settle payable | 11,800 | ' |
Shares issued for stock payable | $299,500 | ' |
History_and_Organization
History and Organization | 3 Months Ended |
Mar. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
History and Organization | ' |
NOTE 1 – HISTORY AND ORGANIZATION | |
Giggles N’ Hugs, Inc. (“GIGL Inc.” or the “Company”) was originally organized on September 17, 2004 under the laws of the State of Nevada, as Teacher’s Pet, Inc. GIGL Inc. was organized to sell teaching supplies and learning tools. On August 20, 2010, GIGL Inc. filed an amendment to its articles of incorporation to change its name to Giggles N’ Hugs, Inc. The Company is authorized to issue 1,125,000,000 shares of its $0.001 par value common stock. | |
On December 30, 2011, GIGL Inc. completed the acquisition of all the issued and outstanding shares of GNH, Inc. (“GNH”), a Nevada corporation, pursuant to a Stock Exchange Agreement (the “SEA”). Under the SEA, GIGL Inc. issued 18,289,716 shares of its common stock in exchange for a 100% interest in GNH. Additionally under the SEA, the former officer, director and shareholders of GIGL Inc. agreed to cancel a total of 47,607,500 shares of its common stock. | |
For accounting purposes, the acquisition of GNH by GIGL Inc. has been recorded as a reverse merger of a public company (the “Merger”), with the exception that no goodwill is generated, and followed up with a recapitalization of GNH based on the factors demonstrating that GNH represents the accounting acquirer. As part of closing of the Merger between GNH and GIGL Inc., GNH obtained 100% of the restaurant operations of Giggles N Hugs in Westfield Mall in Century City, California. The restaurant operations of Giggles N Hugs in Westfield Mall in Century City, California was originally formed April 30, 2010 and opened for operation December 3, 2010. Consequently, the historical financial information in the accompanying consolidated financial statements is that of GNH and the restaurant operations of Giggles N Hugs located in Century City, California. As a result of the Merger, GIGL Inc. now owns all of the assets, liabilities and operations of a kid friendly restaurant named Giggles N Hugs in Westfield Mall in Century City, California. Additionally, GIGL Inc. obtained ownership to all intellectual property rights for Giggles N Hugs facilities in the future. | |
On December 30, 2011, the transactions were completed and resulted in a change in control of the Company. Pursuant to the terms of the Agreement, the Company accepted the resignation of its prior officer and director, Tracie Hadama, and appointed Mr. Joey Parsi as President, Chief Executive Officer, Treasurer, and Secretary of the Company. | |
The Company adopted a 52/53 week fiscal year ending on the Sunday closest to December 31st for financial reporting purposes. Fiscal year 2013 consists of a year ending December 29, 2013. Fiscal year 2012 consists of year ending December 31, 2012. The election for fiscal year was made with the 8-K filing in October 2013. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
NOTE 2 – BASIS OF PRESENTATION | |
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US Dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 29, 2013 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. | |
Results of operations for the interim periods are not indicative of annual results. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||
Mar. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Principles of consolidation | |||
At March 30, 2014 the consolidated financial statements include the accounts of Giggles N’ Hugs, Inc., GNH CC, Inc., for restaurant operations of Giggles N Hugs in Westfield Mall in Century City, California, GNH Topanga, Inc. for restaurant operations in Westfield Topanga Shopping Center in Woodland Hills, California, and Glendale Giggles N Hugs, Inc. for restaurant operations in Glendale Galleria in Glendale, California. At March 31, 2013, consolidated financial statements include the accounts of Giggles N’ Hugs, Inc., GNH CC, Inc., for restaurant operations of Giggles N Hugs in Westfield Mall in Century City, California, GNH Topanga, Inc. for restaurant operations in Westfield Topanga Shopping Center in Woodland Hills, California, All significant intercompany balances and transactions have been eliminated. Giggles N’ Hugs, Inc., GNH, Inc., GNH Topanga, Inc., and Glendale Giggles N Hugs, Inc. will be collectively referred herein to as the “Company”. | |||
Use of estimates | |||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | |||
Cash and cash equivalents | |||
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. | |||
Inventories | |||
Inventories are stated at the lower of cost or market on a first-in, first-out basis and consist of restaurant food and other supplies. | |||
Property and equipment | |||
The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and construction department. Depreciation periods are as follows: | |||
Leasehold improvements | 10 years | ||
Restaurant fixtures and equipment | 10 years | ||
Computer software and equipment | 3 to 5 years | ||
Leases | |||
The Company currently leases its restaurant locations. The Company evaluates the lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. | |||
Minimum base rent for the Company’s operating leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The initial rent term includes the build-out, or rent holiday period, for the Company’s leases, where no rent payments are typically due under the terms of the lease. Deferred rent expense, which is based on a percentage of revenue, is also recorded to the extent it exceeds minimum base rent per the lease agreement. | |||
The Company disburses cash for leasehold improvements and furniture, fixtures and equipment to build out and equip its leased premises. The Company also expends cash for structural additions that it makes to leased premises of which $590,000 was reimbursed to Century City, $489,770 was reimbursed to Topanga, and $403,750 was reimbursed to Glendale by their landlords as construction contributions pursuant to agreed-upon terms in the lease agreements. Landlord construction contributions usually take the form of up-front cash. Depending on the specifics of the leased space and the lease agreement, amounts paid for structural components are recorded during the construction period as leasehold improvements or the landlord construction contributions are recorded as an incentive from lessor. | |||
Impairment of long-lived assets | |||
The Company assesses potential impairment of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Factors considered include, but are not limited to, significant underperformance relative to historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. The Company regularly reviews the restaurant if it is cash flow negative for the previous four quarters to determine if impairment testing is warranted. At any given time, the Company may monitor its operations, and impairment charges could be triggered in the future if the restaurant performance does not improve. | |||
The Company has identified leasehold improvements as the primary asset because it is the most significant component of our restaurant assets, it is the principal asset from which the Company derives cash flow generating capacity and has the longest remaining useful life. The recoverability is assessed in most cases by comparing the carrying value of the assets to the undiscounted cash flows expected to be generated by these assets. Impairment losses are measured as the amount by which the carrying values of the assets exceed their fair values. | |||
At March 30, 2014 and March 31, 2013, we did not record an impairment charge against the carrying value of the restaurants located in Century City, Topanga, and Glendale, California. | |||
Stock-based compensation | |||
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | |||
Loss per common share | |||
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. | |||
Fair Value of Financial Instruments | |||
The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. | |||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||
The three levels of the fair value hierarchy are described below: | |||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |||
Revenue recognition | |||
Our revenues consist of sales from our restaurant operations and sales of memberships entitling members unlimited access to our play areas for the duration of their membership. As a general principle, revenue is recognized when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and services have been rendered; (iii) the price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. | |||
With respect to memberships, access to our play area extends throughout the term of membership. The vast majority of memberships sold are for one-month terms. Revenue is recognized on a straight-line basis over the membership period. Century City, Topanga, and Glendale receive payments from its customers at the start of the subscription period and each record deferred revenue for the unearned portion of the subscription period. | |||
Revenues from restaurant sales are recognized when payment is tendered at the point of sale. Revenues are presented net of sales taxes. The obligation is included in other accrued expenses until the taxes are remitted to the appropriate taxing authorities. | |||
We recognize a liability upon the sale of our gift cards and recognize revenue when these gift cards are redeemed in our restaurants. | |||
For party rental agreements, we rely upon a signed contract between us and the customer as the persuasive evidence of a sales arrangement. Party rental deposits are recorded as deferred revenue upon receipt and recognized as revenue when the service has been rendered. | |||
Additionally, revenues are recognized net of any discounts, returns, allowances and sales incentives, including coupon redemptions and complimentary meals. | |||
Convertible Debentures | |||
Beneficial Conversion Feature - If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method | |||
Recent pronouncements | |||
The Company has evaluated the recent accounting pronouncements through April 2014 and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash flows. |
Going_Concern
Going Concern | 3 Months Ended |
Mar. 30, 2014 | |
Going Concern | ' |
Going Concern | ' |
NOTE 4 – GOING CONCERN | |
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has recently sustained operating losses and has an accumulated deficit of $5,302,550 at March 30, 2014. In addition, the Company has negative working capital of $1,535,184 at March 30, 2014. | |
The Company has and will continue to use significant capital to grow and acquire market share. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of their common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
Inventory
Inventory | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
NOTE 5 – INVENTORY | |||||||||
Inventory consisted of the following at: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Restaurant food and supplies | $ | 39,238 | $ | 41,744 | |||||
Total | $ | 39,238 | $ | 41,744 |
Fixed_Assets
Fixed Assets | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Fixed assets: | ' | ||||||||
Fixed Assets | ' | ||||||||
NOTE 6 – FIXED ASSETS | |||||||||
Fixed assets consisted of the following at: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Leasehold improvements | $ | 2,853,274 | $ | 2,845,274 | |||||
Fixtures and equipment | 76,157 | 76,157 | |||||||
Computer software and equipment | 223,055 | 189,525 | |||||||
Property and equipment, total | 3,152,486 | 3,110,956 | |||||||
Less: accumulated depreciation | (499,927 | ) | (415,742 | ) | |||||
Property and equipment, net | $ | 2,652,559 | $ | 2,695,214 | |||||
Depreciation expenses for the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013 were $84,186 and $6,916, respectively. Repair and maintenance expenses for the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013 were $23,316 and $25,856, respectively. |
Deferred_Revenue
Deferred Revenue | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Deferred Revenue [Abstract] | ' | ||||||||
Deferred Revenue | ' | ||||||||
NOTE 7 – DEFERRED REVENUE | |||||||||
Deferred revenue consisted of the following at: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Membership cards | $ | 1,817 | $ | 1,482 | |||||
Gift cards | 5,259 | 5,495 | |||||||
Dining credit program | 9,646 | 12,179 | |||||||
Party deposits | 38,542 | 21,371 | |||||||
Total | $ | 55,264 | $ | 40,527 |
Incentive_From_Lessor
Incentive From Lessor | 3 Months Ended |
Mar. 30, 2014 | |
Leases [Abstract] | ' |
Incentive From Lessor | ' |
NOTE 8 – INCENTIVE FROM LESSOR | |
The Company received $590,000 for Century City, $489,770 for Topanga and $403,750 for Glendale from the Company’s landlords as construction contributions pursuant to agreed-upon terms in the lease agreements as of March 30, 2017. The Glendale commitment is a total of $475,000 of which the remaining $71,250 will be received in 2014. | |
Landlord construction contributions usually take the form of up-front cash. Depending on the specifics of the leased space and the lease agreement, amounts paid for structural components are recorded during the construction period as leasehold improvements or the landlord construction contributions are recorded as an incentive from lessor. The incentive from lessor is amortized over the life of the lease which is 10 years and netted against occupancy cost. | |
Amortization of the incentive from lessor was $19,346 and $12,133 for the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013, respectively. |
Note_Payable_Lessor
Note Payable Lessor | 3 Months Ended | ||
Mar. 30, 2014 | |||
Note Payable Lessor | ' | ||
Note Payable Lessor | ' | ||
NOTE 9 – NOTE PAYABLE LESSOR | |||
On February 12, 2013, the Company entered into a $700,000 Promissory Note Payable Agreement with GGP Limited Partnership (“Lender”) to be used by the Company for a portion of the construction work to be performed by the Company under the lease by and between Glendale II Mall Associates, LLC. The Note Payable accrues interest at a rate of 10% through October 15, 2015, 12% through October 31, 2017, and 15% through October 31, 2023 and matures on October 31, 2023. The monthly principal and interest payment will commence upon the earlier of (i) the Rental Commencement Date (as defined in the Lease); or (ii) November 1, 2013 and continuing through and including the Maturity Date, make a fixed monthly installment payment of principal and accrued Interest in an amount equal to the principal and interest commencing from the date of the first advance and continuing through and including the Maturity Date. | |||
The Lender agrees to loan draws to the Company in accordance with the following schedule: | |||
1 | An amount equal to 35% of the Principal Amount upon completion of all the requirements for payment of the Construction Allowance set forth in the Lease. | ||
2 | An amount equal to 25% of the Principal Amount upon completion of all the requirements for payment of the Construction Allowance set forth in the Lease. | ||
3 | An amount equal to 25% of the Principal Amount upon completion of all the requirements for payment of the Construction Allowance set forth in the Lease. | ||
4 | An amount equal to 15% of the Principal Amount upon completion of all the requirements for payment of the Construction Allowance set forth in the Lease. | ||
As of March 30, 2014, the Company had drawn $595,000 from the Promissory Note. During the thirteen weeks ended March 30, 2014, the Company paid a total of $27,000, which $10,862 in principal and $16,138 in interest, and incurred a total interest expense of $14,603. As of March 30, 2014, the Company has a Promissory Note balance of $584,138, and accrued interest balance of $24,848. |
Convertible_Note_Payable
Convertible Note Payable | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Note Payable | ' | ||||||||
NOTE 10 – CONVERTIBLE NOTE PAYABLE | |||||||||
A summary of convertible debentures payable as of March 30, 2014 and December 29, 2013 is as follows: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Convertible note, accrue interest at 8% per annum and mature on November 23, 2013 | $ | 50,000 | $ | 50,000 | |||||
Debt discount - beneficial conversion feature | - | - | |||||||
Convertible note, net unamortized discount | $ | 50,000 | $ | 50,000 | |||||
On November 23, 2012, the Company entered into an unsecured Note Payable Agreement with Gary Schahet (the “Buyer”) pursuant to which the Company issued $50,000 of an unsecured convertible note (the “Note Payable”). | |||||||||
The Note Payable accrues interest at a rate of 8% per annum and matures on November 23, 2013. The Lender may also convert all or a portion of the Note at any time at a price equal to the lesser of (i) $0.25, or (ii) ninety percent (90%) of a Subsequent Financing Price (price per share paid by investors in a subsequent financing), or (iii) ninety percent (90%) of a Change of Control price (per share consideration paid in a change of control transaction. | |||||||||
The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $50,000. The aggregate beneficial conversion feature has been accreted and charged to financing expense in the amount of $50,000 and $50,000 as of March 30, 2014 and December 29, 2013, respectively. During the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013, the Company recorded interest expense of $1,000 and $1,000, respectively. The current status of the Notes Payable to the Buyer is in default. There is no change in the interest rate due to the default. The Company is planning to issue shares in 2014 to settle the Notes Payable. | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Debentures, accrue interest at 7% per annum and mature on October 8, 2017 | $ | 100,000 | $ | 100,000 | |||||
Debentures, accrue interest at 7% per annum and mature on November 17, 2017 | 100,000 | 100,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 | 75,000 | 75,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on November 26, 2017 | 40,000 | 40,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 | 40,000 | 40,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on February 2, 2018 | 50,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 6, 2018 | 60,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 9, 2018 | 20,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 23, 2018 | 80,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 26, 2018 | 20,000 | - | |||||||
Debt discount - beneficial conversion feature | (57,216 | ) | (36,269 | ) | |||||
Accrued interest | 11,735 | 3,180 | |||||||
Convertible note, net unamortized discount | $ | 539,519 | $ | 321,911 | |||||
On September 9, 2013, the Company entered into a private placement to raise capital by issuing Debentures attached with sixty percent (60%) warrants maturing four years from the date of issuances. | |||||||||
The Debentures accrue interest at a rate of 7% per annum and mature four years from the date of issuance, which are listed on the chart. The Debentures have a conversion price of $0.37 per unit and the attached warrants exercise price is 30% discount of market price, subject to a $0.25 per share floor, or $0.37 per warrant share on date of maturity. | |||||||||
The Company may require conversion of the Debentures if the Company’s Common Stock is trading at a volume of 50,000 shares per day for thirty consecutive trading days, provided the average trading price of such stock is $0.75 or greater during such time. The Debentures shall automatically convert at maturity. | |||||||||
During the fiscal year ended December 29, 2013, the Company issued a total of $355,000 Debentures and had determined the value associated with the beneficial conversion feature in connection with the Debentures to be $317,523, net with the Unamortized Discount in the amount of $37,477. During the thirteen weeks ended March 30, 2014, the Company issued a total of $230,000 Debentures and had determined the value associated with the beneficial conversion feature in connection with the Debentures to be $205,893, net with the Unamortized Discount in the amount of $24,107. | |||||||||
As of December 29, 2013, the Debenture balance with the beneficial conversion feature of $318,731 net with the Unamortized Discount balance of $36,269, and accrued interest balance of $3,180. During the thirteen weeks ended March 30, 2014, in combination with the Debentures issued during the fiscal year ended December 29, 2013 and during the thirteen weeks ended March 30, 2014, the Company recorded interest expense of $11,724, with accrued interest balance of $11,735, Debenture balance with the beneficial conversion feature of $527,784 net with the Unamortized Discount balance of $57,216. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
NOTE 11 – STOCKHOLDERS’ EQUITY | |
The Company is authorized to issue 1,125,000,000 shares of $0.001 par value common stock. As of March 30, 2014 and December 29, 2013, 24,807,478 and 24,159,145 shares were issued and outstanding, respectively. | |
On January 27, 2014, the company issued 50,000 shares of common stock to a third party for legal services. The fair value of the shares of common stock was $12,000 which is recorded to non-employee stock-based compensation. | |
On February 12, 2014, the company issued 150,000 shares of common stock to a third party for services. The fair value of the shares of common stock was $28,500 which is for a contract period of February 2014 to August 2014. As of March 30, 2014, the Company has recorded $7,125 as non-employee stock-based compensation with the remaining prepayment balance of $21,375. | |
On February 19, 2014, the company issued 23,333 shares of common stock to a third party for settlement of an account payable balance of $1,800. The fair value of the shares of common stock was $4,667 which the difference of $2,867 has been recorded as a loss on settlement of payable. | |
On February 26, 2014, the company issued 25,000 shares of common stock to a third party for services. The fair value of the shares of common stock was $28,500, which is for a contract period of twelve months. As of March 30, 2014, the Company has recorded $3,563 as non-employee stock-based compensation with the remaining prepayment balance of $24,938. | |
On March 25, 2014, the company issued 25,000 shares of common stock to a third party for settlement of an account payable balance of $10,000. The fair value of the shares of common stock was $5,000 which the difference of $5,000 has been recorded as a gain on settlement of payable. | |
On March 25, 2014, the company issued 250,000 shares of common stock to its Chief Officer of Operations for services rendered in the previous year. This is to settle common stock payable balance by of $299,500. |
Stock_Options_and_Warrants
Stock Options and Warrants | 3 Months Ended | ||||||||||||||||||||||
Mar. 30, 2014 | |||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||
Stock Options and Warrants | ' | ||||||||||||||||||||||
NOTE 12 – STOCK OPTIONS AND WARRANTS | |||||||||||||||||||||||
Employee Stock Options | |||||||||||||||||||||||
The following table summarizes the changes in the options outstanding at March 30, 2014, and the related prices for the shares of the Company’s common stock issued to employees of the Company under a non-qualified employee stock option plan. | |||||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Prices | Exercise | Remaining | Exercise | ||||||||||||||||||||
Price | Contractual | Price | |||||||||||||||||||||
Life | |||||||||||||||||||||||
$ | 4.5 | 175,000 | $ | 4.5 | 2.6 | 175,000 | $ | 4.5 | |||||||||||||||
175,000 | 2.6 | 175,000 | |||||||||||||||||||||
A summary of the Company’s stock awards for options as of December 29, 2013 and changes for the thirteen weeks ended March 30, 2014 is presented below: | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Average | |||||||||||||||||||||||
Stock | Exercise | ||||||||||||||||||||||
Options | Price | ||||||||||||||||||||||
Outstanding, December 29, 2013 | 175,000 | $ | 4.5 | ||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||
Expired/Cancelled | — | — | |||||||||||||||||||||
Outstanding, March 30, 2014 | 175,000 | $ | 4.5 | ||||||||||||||||||||
Exercisable, March 30, 2014 | 175,000 | $ | 4.5 | ||||||||||||||||||||
The weighted-average fair value of stock options granted to employees during the period ended March 30, 2014 and March 31, 2013 and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes-Merton (“Black-Scholes”) option pricing model are as follows: | |||||||||||||||||||||||
30-Mar-14 | 31-Mar-13 | ||||||||||||||||||||||
Significant assumptions (weighted-average): | |||||||||||||||||||||||
Risk-free interest rate at grant date | 0.78 | % | 0.78 | % | |||||||||||||||||||
Expected stock price volatility | 139 | % | 139 | % | |||||||||||||||||||
Expected dividend payout | - | - | |||||||||||||||||||||
Expected option life (in years) | 5 | 4.59 | |||||||||||||||||||||
Expected forfeiture rate | - | % | - | % | |||||||||||||||||||
Fair value per share of options granted | $ | 3.96 | $ | 3.96 | |||||||||||||||||||
The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. | |||||||||||||||||||||||
We estimate the volatility of our common stock based on the calculated historical volatility of similar entities in industry, in size and in financial leverage whose share prices are publicly available. We base the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. We have not paid any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero in the Black-Scholes option valuation model. | |||||||||||||||||||||||
There were no options granted during the quarter ended March 30, 2014. | |||||||||||||||||||||||
There were no stock-based compensation expenses in connection with options granted to employees recognized in the consolidated statement of operations for the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013. | |||||||||||||||||||||||
Warrants | |||||||||||||||||||||||
The following table summarizes the changes in the warrants outstanding at March 30, 2014, and the related prices. | |||||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Prices | Exercise | Remaining | Exercise | ||||||||||||||||||||
Price | Contractual | Price | |||||||||||||||||||||
Life | |||||||||||||||||||||||
$ | 0.37 | 948,649 | $ | 0.37 | 3.71 | 948,649 | $ | 0.37 | |||||||||||||||
948,649 | 3.71 | 948,649 | |||||||||||||||||||||
A summary of the Company’s warrant as of December 29, 2013 and the changes for the thirteen weeks ended March 30, 2014 is presented below: | |||||||||||||||||||||||
Warrants | Weighted Average | ||||||||||||||||||||||
Exercise Price | |||||||||||||||||||||||
Outstanding, December 29, 2013 | 575,676 | $ | 0.37 | ||||||||||||||||||||
Granted | 372,973 | 0.37 | |||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||
Expired/Cancelled | — | — | |||||||||||||||||||||
Outstanding, March 30, 2014 | 948,649 | $ | 0.37 | ||||||||||||||||||||
Exercisable, March 30, 2014 | 948,649 | $ | 0.37 | ||||||||||||||||||||
On September 9, 2013, the Company entered into a private placement to raise capital by issuing Debentures attached with sixty percent (60%) warrants maturing four years from the date of issuances. | |||||||||||||||||||||||
The Debentures accrue interest at a rate of 7% per annum and mature four years from the date of issuance. The Debentures have a conversion price of $0.37 per unit and the attached warrants exercise price is 30% discount of market price, subject to a $0.25 per share floor, or $0.37 per warrant share on date of maturity. | |||||||||||||||||||||||
The Company may require conversion of the Debentures if the Company’s Common Stock is trading at a volume of 50,000 shares per day for thirty consecutive trading days, provided the average trading price of such stock is $0.75 or greater during such time. The Debentures shall automatically convert at maturity. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 13 – RELATED PARTY TRANSACTIONS | |
From time to time, the Company has received advances from certain of its officers and related parties to meet short term working capital needs. These advances may not have formal repayment terms or arrangements. During the thirteen weeks ended March 30, 2014, the Company received a total of $150,000 advances from related parties and repaid back $110,000 to the related parties. As of March 30, 2014, the Company recorded due to related party of $40,000. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
NOTE 14 – COMMITMENTS AND CONTINGENCIES | |||||
The Company leases its Century City restaurant location under an operating lease, with the remaining term being 10 years. Restaurant leases typically include land and building shells, require contingent rent above the minimum base rent payments based on a percentage of sales ranging from 7% to 10%, have escalating minimum rent requirements over the term of the lease and require various expenses incidental to the use of the property. The lease also has a renewal option, which the Company may exercise in the future. The Company’s current lease provides early termination rights, permitting the Company and its landlord to mutually terminate the lease prior to expiration if the Company does not achieve specified sales levels in certain years. | |||||
As of March 30, 2014, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows: | |||||
2014 | $ | 146,338 | |||
2015 | 200,483 | ||||
2016 | 206,498 | ||||
2017 | 212,692 | ||||
2018 | 219,073 | ||||
Thereafter | 263,910 | ||||
Total | $ | 1,248,994 | |||
Rent expense for the Company’s Century City operating lease was $34,293 and $34,767 for the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013, respectively. | |||||
During the year ended December 31, 2012, GNH Topanga entered into a Lease Agreement with Westfield Topanga Owner, LP, a Delaware limited partnership, to lease approximately 5,900 square feet in the Westfield Topanga Shopping Center. The lease includes land and building shells, provides a construction reimbursement allowance of up to $475,000, requires contingent rent above the minimum base rent payments based on a percentage of sales ranging from 7% to 10% and require other expenses incidental to the use of the property. The lease also has a renewal option, which GNH Topanga may exercise in the future. The Company’s current lease provides early termination rights, permitting the Company and its landlord to mutually terminate the lease prior to expiration if the Company does not achieve specified sales levels in certain years. The lease commenced on March 23, 2013, Topanga’s grand opening, and expires on April 30, 2022. As of March 30, 2014, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows: | |||||
2014 | $ | 172,299 | |||
2015 | 238,155 | ||||
2016 | 247,682 | ||||
2017 | 257,589 | ||||
2018 | 267,891 | ||||
Thereafter | 973,490 | ||||
Total | $ | 2,157,106 | |||
Rent expense for the Company’s Topanga operating lease was $51,872 and $0 for the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013, respectively. | |||||
On April 1, 2013, the Company entered into a Lease Agreement with GLENDALE II MALL ASSOCIATES, LLC, a Delaware limited liability company, to lease approximately 6,000 square feet in the Glendale Galleria in the City of Glendale, County of Los Angeles, and State of California. The lease includes land and building shells, provides a construction reimbursement allowance of up to $475,000, requires contingent rent above the minimum base rent payments based on a percentage of sales ranging from 4% to 7% and require other expenses incidental to the use of the property. The lease commenced on November 21, 2013 and expires on October 31, 2023. Upon commencement, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows: | |||||
2014 | $ | 141,679 | |||
2015 | 195,816 | ||||
2016 | 203,648 | ||||
2017 | 211,794 | ||||
2018 | 220,266 | ||||
Thereafter | 1,193,877 | ||||
Total | $ | 2,167,080 | |||
Rent expense for the Company’s Glendale operating lease was $47,673 and $0 for the thirteen weeks ended March 30, 2014 and three months ended March 31, 2013, respectively. | |||||
Litigation | |||||
The Company, the Company’s CEO, Joey Parsi, and a third party, were named in a complaint filed on July 19, 2012 in the Los Angeles Superior Court by Alex Nerush and Preferred Scan, Inc., that alleges fraud, negligent misrepresentation, sale of securities by unlicensed broker, sale of securities by means of false and misleading statements, and money had and received. | |||||
The Company does not believe there is any merit to the allegations and will vigorously defend this action. Furthermore, on September 24, 2012, the Company and the Company’s CEO, Joey Parsi counter-sued Richard Steele, Jr., Donald Stoecklein, and Anthony Risas for breach of fiduciary duty, breach of contract, negligence and negligent misrepresentation, fraud and indemnity. On October 13, 2012, Stoecklein Law Group, LLP (“Law Group”) which acted as our securities counsel from September 2010 until September 2012, filed an Interpleader action in the United States District Court for the Southern District of California to determine the proper ownership of 16 stock certificates representing an aggregate of 2,364,000 shares of our stock (the “Disputed Certificates”) held by the Law Group. Joey Parsi, Balata Partners, Inc., and Patrick Deparini were each named as defendants (the “Defendants”). Law Group claims that they entered into an oral agreement to hold the Disputed Certificates unless and until each of the Defendants agreed otherwise. The Company maintains that no such oral agreement was entered into and plans to vigorously argue for the release of the Disputed Certificates into the custody of our current securities counsel. | |||||
The Company does not believe there is any merit to the allegations and will vigorously defend this action. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 15 – SUBSEQUENT EVENTS | |
The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes the only subsequent event is additional money raised from issuing Debentures. | |
The Company raised additional $75,000 as of the date of the report with the terms of Debentures listed in Note 10 of the Notes to Consolidated Financial Statements. | |
The Company issued 975,000 shares of common stock in relations to the terms of Debentures listed in Note 10 of the Notes to Consolidated Financial Statements. | |
Subsequent the balance sheet date March 30, 2014, the Company issued a total of 736,208 shares of common stock for various professional services. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||
Mar. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Principles of Consolidation | ' | ||
Principles of consolidation | |||
At March 30, 2014 the consolidated financial statements include the accounts of Giggles N’ Hugs, Inc., GNH CC, Inc., for restaurant operations of Giggles N Hugs in Westfield Mall in Century City, California, GNH Topanga, Inc. for restaurant operations in Westfield Topanga Shopping Center in Woodland Hills, California, and Glendale Giggles N Hugs, Inc. for restaurant operations in Glendale Galleria in Glendale, California. At March 31, 2013, consolidated financial statements include the accounts of Giggles N’ Hugs, Inc., GNH CC, Inc., for restaurant operations of Giggles N Hugs in Westfield Mall in Century City, California, GNH Topanga, Inc. for restaurant operations in Westfield Topanga Shopping Center in Woodland Hills, California, All significant intercompany balances and transactions have been eliminated. Giggles N’ Hugs, Inc., GNH, Inc., GNH Topanga, Inc., and Glendale Giggles N Hugs, Inc. will be collectively referred herein to as the “Company”. | |||
Use of Estimates | ' | ||
Use of estimates | |||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | |||
Cash and Cash Equivalents | ' | ||
Cash and cash equivalents | |||
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. | |||
Inventories | ' | ||
Inventories | |||
Inventories are stated at the lower of cost or market on a first-in, first-out basis and consist of restaurant food and other supplies. | |||
Property and Equipment | ' | ||
Property and equipment | |||
The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and construction department. Depreciation periods are as follows: | |||
Leasehold improvements | 10 years | ||
Restaurant fixtures and equipment | 10 years | ||
Computer software and equipment | 3 to 5 years | ||
Leases | ' | ||
Leases | |||
The Company currently leases its restaurant locations. The Company evaluates the lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. | |||
Minimum base rent for the Company’s operating leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term. The initial rent term includes the build-out, or rent holiday period, for the Company’s leases, where no rent payments are typically due under the terms of the lease. Deferred rent expense, which is based on a percentage of revenue, is also recorded to the extent it exceeds minimum base rent per the lease agreement. | |||
The Company disburses cash for leasehold improvements and furniture, fixtures and equipment to build out and equip its leased premises. The Company also expends cash for structural additions that it makes to leased premises of which $590,000 was reimbursed to Century City, $489,770 was reimbursed to Topanga, and $403,750 was reimbursed to Glendale by their landlords as construction contributions pursuant to agreed-upon terms in the lease agreements. Landlord construction contributions usually take the form of up-front cash. Depending on the specifics of the leased space and the lease agreement, amounts paid for structural components are recorded during the construction period as leasehold improvements or the landlord construction contributions are recorded as an incentive from lessor. | |||
Impairment of Long-Lived Assets | ' | ||
Impairment of long-lived assets | |||
The Company assesses potential impairment of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Factors considered include, but are not limited to, significant underperformance relative to historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. The Company regularly reviews the restaurant if it is cash flow negative for the previous four quarters to determine if impairment testing is warranted. At any given time, the Company may monitor its operations, and impairment charges could be triggered in the future if the restaurant performance does not improve. | |||
The Company has identified leasehold improvements as the primary asset because it is the most significant component of our restaurant assets, it is the principal asset from which the Company derives cash flow generating capacity and has the longest remaining useful life. The recoverability is assessed in most cases by comparing the carrying value of the assets to the undiscounted cash flows expected to be generated by these assets. Impairment losses are measured as the amount by which the carrying values of the assets exceed their fair values. | |||
At March 30, 2014 and March 31, 2013, we did not record an impairment charge against the carrying value of the restaurants located in Century City, Topanga, and Glendale, California. | |||
Stock-Based Compensation | ' | ||
Stock-based compensation | |||
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | |||
Loss Per Common Share | ' | ||
Loss per common share | |||
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. | |||
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||
The three levels of the fair value hierarchy are described below: | |||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |||
Revenue Recognition | ' | ||
Revenue recognition | |||
Our revenues consist of sales from our restaurant operations and sales of memberships entitling members unlimited access to our play areas for the duration of their membership. As a general principle, revenue is recognized when the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and services have been rendered; (iii) the price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. | |||
With respect to memberships, access to our play area extends throughout the term of membership. The vast majority of memberships sold are for one-month terms. Revenue is recognized on a straight-line basis over the membership period. Century City, Topanga, and Glendale receive payments from its customers at the start of the subscription period and each record deferred revenue for the unearned portion of the subscription period. | |||
Revenues from restaurant sales are recognized when payment is tendered at the point of sale. Revenues are presented net of sales taxes. The obligation is included in other accrued expenses until the taxes are remitted to the appropriate taxing authorities. | |||
We recognize a liability upon the sale of our gift cards and recognize revenue when these gift cards are redeemed in our restaurants. | |||
For party rental agreements, we rely upon a signed contract between us and the customer as the persuasive evidence of a sales arrangement. Party rental deposits are recorded as deferred revenue upon receipt and recognized as revenue when the service has been rendered. | |||
Additionally, revenues are recognized net of any discounts, returns, allowances and sales incentives, including coupon redemptions and complimentary meals. | |||
Convertible Debentures | ' | ||
Convertible Debentures | |||
Beneficial Conversion Feature - If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method | |||
Recent Pronouncements | ' | ||
Recent pronouncements | |||
The Company has evaluated the recent accounting pronouncements through April 2014 and believes that none of them will have a material effect on the Company’s financial position, results of operations or cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||
Mar. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Schedule of Property and Equipment Estimated Useful Lives | ' | ||
Depreciation periods are as follows: | |||
Leasehold improvements | 10 years | ||
Restaurant fixtures and equipment | 10 years | ||
Computer software and equipment | 3 to 5 years |
Inventory_Tables
Inventory (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventory consisted of the following at: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Restaurant food and supplies | $ | 39,238 | $ | 41,744 | |||||
Total | $ | 39,238 | $ | 41,744 |
Fixed_Assets_Tables
Fixed Assets (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Fixed assets: | ' | ||||||||
Schedule of Fixed Assets | ' | ||||||||
NOTE 6 – FIXED ASSETS | |||||||||
Fixed assets consisted of the following at: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Leasehold improvements | $ | 2,853,274 | $ | 2,845,274 | |||||
Fixtures and equipment | 76,157 | 76,157 | |||||||
Computer software and equipment | 223,055 | 189,525 | |||||||
Property and equipment, total | 3,152,486 | 3,110,956 | |||||||
Less: accumulated depreciation | (499,927 | ) | (415,742 | ) | |||||
Property and equipment, net | $ | 2,652,559 | $ | 2,695,214 |
Deferred_Revenue_Tables
Deferred Revenue (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Deferred Revenue [Abstract] | ' | ||||||||
Schedule of Deferred Revenue | ' | ||||||||
Deferred revenue consisted of the following at: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Membership cards | $ | 1,817 | $ | 1,482 | |||||
Gift cards | 5,259 | 5,495 | |||||||
Dining credit program | 9,646 | 12,179 | |||||||
Party deposits | 38,542 | 21,371 | |||||||
Total | $ | 55,264 | $ | 40,527 |
Convertible_Note_Payable_Table
Convertible Note Payable (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Short Term Convertible Debentures Payable | ' | ||||||||
A summary of convertible debentures payable as of March 30, 2014 and December 29, 2013 is as follows: | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Convertible note, accrue interest at 8% per annum and mature on November 23, 2013 | $ | 50,000 | $ | 50,000 | |||||
Debt discount - beneficial conversion feature | - | - | |||||||
Convertible note, net unamortized discount | $ | 50,000 | $ | 50,000 | |||||
Schedule of Long Term Conertible Debentures Payable | ' | ||||||||
The Company is planning to issue shares in 2014 to settle the Notes Payable. | |||||||||
30-Mar-14 | 29-Dec-13 | ||||||||
Debentures, accrue interest at 7% per annum and mature on October 8, 2017 | $ | 100,000 | $ | 100,000 | |||||
Debentures, accrue interest at 7% per annum and mature on November 17, 2017 | 100,000 | 100,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 | 75,000 | 75,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on November 26, 2017 | 40,000 | 40,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 | 40,000 | 40,000 | |||||||
Debentures, accrue interest at 7% per annum and mature on February 2, 2018 | 50,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 6, 2018 | 60,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 9, 2018 | 20,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 23, 2018 | 80,000 | - | |||||||
Debentures, accrue interest at 7% per annum and mature on February 26, 2018 | 20,000 | - | |||||||
Debt discount - beneficial conversion feature | (57,216 | ) | (36,269 | ) | |||||
Accrued interest | 11,735 | 3,180 | |||||||
Convertible note, net unamortized discount | $ | 539,519 | $ | 321,911 |
Stock_Options_and_Warrants_Tab
Stock Options and Warrants (Tables) | 3 Months Ended | ||||||||||||||||||||||
Mar. 30, 2014 | |||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||
Summary of Changes in Options Outstanding | ' | ||||||||||||||||||||||
The following table summarizes the changes in the options outstanding at March 30, 2014, and the related prices for the shares of the Company’s common stock issued to employees of the Company under a non-qualified employee stock option plan. | |||||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Prices | Exercise | Remaining | Exercise | ||||||||||||||||||||
Price | Contractual | Price | |||||||||||||||||||||
Life | |||||||||||||||||||||||
$ | 4.5 | 175,000 | $ | 4.5 | 2.6 | 175,000 | $ | 4.5 | |||||||||||||||
175,000 | 2.6 | 175,000 | |||||||||||||||||||||
Summary of Stock Awards for Options | ' | ||||||||||||||||||||||
A summary of the Company’s stock awards for options as of December 29, 2013 and changes for the thirteen weeks ended March 30, 2014 is presented below: | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Average | |||||||||||||||||||||||
Stock | Exercise | ||||||||||||||||||||||
Options | Price | ||||||||||||||||||||||
Outstanding, December 29, 2013 | 175,000 | $ | 4.5 | ||||||||||||||||||||
Granted | — | — | |||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||
Expired/Cancelled | — | — | |||||||||||||||||||||
Outstanding, March 30, 2014 | 175,000 | $ | 4.5 | ||||||||||||||||||||
Exercisable, March 30, 2014 | 175,000 | $ | 4.5 | ||||||||||||||||||||
Weighted-Average Fair Value of Stock Options Granted to Employees | ' | ||||||||||||||||||||||
The weighted-average fair value of stock options granted to employees during the period ended March 30, 2014 and March 31, 2013 and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes-Merton (“Black-Scholes”) option pricing model are as follows: | |||||||||||||||||||||||
30-Mar-14 | 31-Mar-13 | ||||||||||||||||||||||
Significant assumptions (weighted-average): | |||||||||||||||||||||||
Risk-free interest rate at grant date | 0.78 | % | 0.78 | % | |||||||||||||||||||
Expected stock price volatility | 139 | % | 139 | % | |||||||||||||||||||
Expected dividend payout | - | - | |||||||||||||||||||||
Expected option life (in years) | 5 | 4.59 | |||||||||||||||||||||
Expected forfeiture rate | - | % | - | % | |||||||||||||||||||
Fair value per share of options granted | $ | 3.96 | $ | 3.96 | |||||||||||||||||||
Schedule of Changes in Warrants Outstanding | ' | ||||||||||||||||||||||
The following table summarizes the changes in the warrants outstanding at March 30, 2014, and the related prices. | |||||||||||||||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Exercise | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Prices | Exercise | Remaining | Exercise | ||||||||||||||||||||
Price | Contractual | Price | |||||||||||||||||||||
Life | |||||||||||||||||||||||
$ | 0.37 | 948,649 | $ | 0.37 | 3.71 | 948,649 | $ | 0.37 | |||||||||||||||
948,649 | 3.71 | 948,649 | |||||||||||||||||||||
Schedule of Stock Warrants Activity | ' | ||||||||||||||||||||||
A summary of the Company’s warrant as of December 29, 2013 and the changes for the thirteen weeks ended March 30, 2014 is presented below: | |||||||||||||||||||||||
Warrants | Weighted Average | ||||||||||||||||||||||
Exercise Price | |||||||||||||||||||||||
Outstanding, December 29, 2013 | 575,676 | $ | 0.37 | ||||||||||||||||||||
Granted | 372,973 | 0.37 | |||||||||||||||||||||
Exercised | — | — | |||||||||||||||||||||
Expired/Cancelled | — | — | |||||||||||||||||||||
Outstanding, March 30, 2014 | 948,649 | $ | 0.37 | ||||||||||||||||||||
Exercisable, March 30, 2014 | 948,649 | $ | 0.37 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 30, 2014 | |||||
Century City [Member] | ' | ||||
Schedule of Aggregate Minimum Annual Lease Payments Under Operating Leases | ' | ||||
As of March 30, 2014, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows: | |||||
2014 | $ | 146,338 | |||
2015 | 200,483 | ||||
2016 | 206,498 | ||||
2017 | 212,692 | ||||
2018 | 219,073 | ||||
Thereafter | 263,910 | ||||
Total | $ | 1,248,994 | |||
Topanga [Member] | ' | ||||
Schedule of Aggregate Minimum Annual Lease Payments Under Operating Leases | ' | ||||
As of March 30, 2014, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows: | |||||
2014 | $ | 172,299 | |||
2015 | 238,155 | ||||
2016 | 247,682 | ||||
2017 | 257,589 | ||||
2018 | 267,891 | ||||
Thereafter | 973,490 | ||||
Total | $ | 2,157,106 | |||
Glendale II Mall Associates, LLC [Member] | ' | ||||
Schedule of Aggregate Minimum Annual Lease Payments Under Operating Leases | ' | ||||
Upon commencement, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows: | |||||
2014 | $ | 141,679 | |||
2015 | 195,816 | ||||
2016 | 203,648 | ||||
2017 | 211,794 | ||||
2018 | 220,266 | ||||
Thereafter | 1,193,877 | ||||
Total | $ | 2,167,080 |
History_and_Organization_Detai
History and Organization (Details Narrative) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 | Dec. 30, 2011 |
GNH, Inc. [Member] | |||
Common stock, shares authorized | 1,125,000,000 | 1,125,000,000 | ' |
Common stock, par value | $0.00 | $0.00 | ' |
Shares issued for acquisition | ' | ' | 18,289,716 |
Cancellation of common stock, shares | ' | ' | 47,607,500 |
Percentage of interest acquired | ' | ' | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Incentive from lessor amount | $1,222,029 | $1,248,051 |
Century City [Member] | ' | ' |
Incentive from lessor amount | 590,000 | ' |
Topanga [Member] | ' | ' |
Incentive from lessor amount | 489,770 | ' |
Glendale II Mall Associates, LLC [Member] | ' | ' |
Incentive from lessor amount | $403,750 | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 3 Months Ended |
Mar. 30, 2014 | |
Leasehold Improvements [Member] | ' |
Estimated useful lives | '10 years |
Restaurant Fixtures And Equipment [Member] | ' |
Estimated useful lives | '10 years |
Computer Software And Equipment [Member] | Minimum [Member] | ' |
Estimated useful lives | '3 years |
Computer Software And Equipment [Member] | Maximum [Member] | ' |
Estimated useful lives | '5 years |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Going Concern | ' | ' |
Accumulated deficit | $5,302,550 | $4,796,288 |
Working capital negative | $1,535,184 | ' |
Inventory_Schedule_of_Inventor
Inventory - Schedule of Inventory (Details) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Inventory Disclosure [Abstract] | ' | ' |
Restaurant food and supplies | $39,238 | $41,744 |
Total | $39,238 | $41,744 |
Fixed_Assets_Details_Narrative
Fixed Assets (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Mar. 31, 2013 | |
Fixed assets: | ' | ' |
Depreciation expenses | $84,186 | $6,916 |
Repair and maintenance expenses | $23,316 | $25,856 |
Fixed_Assets_Schedule_of_Fixed
Fixed Assets - Schedule of Fixed Assets (Details) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Fixed assets: | ' | ' |
Leasehold improvements | $2,853,274 | $2,845,274 |
Fixtures and equipment | 76,157 | 76,157 |
Computer software and equipment | 223,055 | 189,525 |
Property and equipment, total | 3,152,486 | 3,110,956 |
Less: accumulated depreciation | -499,927 | -415,742 |
Property and equipment, net | $2,652,559 | $2,695,214 |
Deferred_Revenue_Schedule_of_D
Deferred Revenue - Schedule of Deferred Revenue (Details) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Deferred Revenue [Abstract] | ' | ' |
Membership cards | $1,817 | $1,482 |
Gift cards | 5,259 | 5,495 |
Dining credit program | 9,646 | 12,179 |
Party deposits | 38,542 | 21,371 |
Total | $55,264 | $40,527 |
Incentive_From_Lessor_Details_
Incentive From Lessor (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 30, 2014 | Mar. 31, 2013 | Dec. 29, 2013 | |
Incentive from lessor amount | $1,222,029 | ' | $1,248,051 |
Lease incentive amoritzation period | '10 years | ' | ' |
Amortization of incentive from lessor | 19,346 | 12,133 | ' |
Century City [Member] | ' | ' | ' |
Incentive from lessor amount | 590,000 | ' | ' |
Topanga [Member] | ' | ' | ' |
Incentive from lessor amount | 489,770 | ' | ' |
Glendale II Mall Associates, LLC [Member] | ' | ' | ' |
Incentive from lessor amount | 403,750 | ' | ' |
Incentive commitment | 475,000 | ' | ' |
Lease incentive receivable | $71,250 | ' | ' |
Note_Payable_Lessor_Details_Na
Note Payable Lessor (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 12, 2013 | Nov. 23, 2012 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 09, 2013 | |
Proceeds from promissory notes payable | $700,000 | ' | ' | ' | ' |
Notes payable accures interest rate | ' | ' | 8.00% | 8.00% | 7.00% |
Notes payable, maturity date | 31-Oct-23 | 23-Nov-13 | 23-Nov-13 | 23-Nov-13 | ' |
Promissory notes drawn | ' | ' | 595,000 | ' | ' |
Payment of debt | ' | ' | 27,000 | ' | ' |
Payment of principle amount | ' | ' | 10,862 | ' | ' |
Payment of interest amount | ' | ' | 16,138 | ' | ' |
Total interest expense | ' | ' | 14,603 | ' | ' |
Promissory Note balance | ' | ' | 584,138 | ' | ' |
Accurued interest for debt | ' | ' | $24,848 | ' | ' |
Schedule 1 [Member] | ' | ' | ' | ' | ' |
Percentage of loan draw from principal amount on completion of schedule process | ' | ' | 35.00% | ' | ' |
Schedule 2 [Member] | ' | ' | ' | ' | ' |
Percentage of loan draw from principal amount on completion of schedule process | ' | ' | 25.00% | ' | ' |
Schedule 3 [Member] | ' | ' | ' | ' | ' |
Percentage of loan draw from principal amount on completion of schedule process | ' | ' | 25.00% | ' | ' |
Schedule 4 [Member] | ' | ' | ' | ' | ' |
Percentage of loan draw from principal amount on completion of schedule process | ' | ' | 15.00% | ' | ' |
Through October 15, 2015 [Member] | ' | ' | ' | ' | ' |
Notes payable accures interest rate | 10.00% | ' | ' | ' | ' |
Through October 31, 2017 [Member] | ' | ' | ' | ' | ' |
Notes payable accures interest rate | 12.00% | ' | ' | ' | ' |
Through October 31, 2023 [Member] | ' | ' | ' | ' | ' |
Notes payable accures interest rate | 15.00% | ' | ' | ' | ' |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 09, 2013 | Feb. 12, 2013 | Nov. 23, 2012 | Mar. 30, 2014 | Mar. 31, 2013 | Dec. 29, 2013 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Proceeds from unsecured convertible note | ' | ' | $50,000 | ' | ' | ' |
Debenture accrues, interest rate | 7.00% | ' | 8.00% | ' | ' | ' |
Note payable, maturitry date | ' | 31-Oct-23 | 23-Nov-13 | 23-Nov-13 | ' | 23-Nov-13 |
Conversion feature of the buyer | ' | ' | ' | ' | ' | ' |
The Lender may also convert all or a portion of the Note at any time at a price equal to the lesser of (i) $0.25, or (ii) ninety percent (90%) of a Subsequent Financing Price (price per share paid by investors in a subsequent financing), or (iii) ninety percent (90%) of a the Change of Control price (per share consideration paid in a change of control transaction. | ||||||
Conversion of notes payable equal to minimum price | ' | ' | $0.25 | ' | ' | ' |
Conversion of notes payable amount equal to percentage of subsequent financing fee | ' | ' | 90.00% | ' | ' | ' |
Conversion of notes payable amount equal to percentage of change of control price | ' | ' | 90.00% | ' | ' | ' |
Beneficial conversion feature, amount | ' | ' | 50,000 | 230,000 | ' | 355,000 |
Aggregate beneficial conversion feature charged to accreted and financing fees | ' | ' | ' | 50,000 | ' | 50,000 |
Interest expense, debt | ' | ' | ' | 1,000 | 1,000 | ' |
Percentage of debentures issued for private placement to raise capital | 60.00% | ' | ' | ' | ' | ' |
Debentures, maturity date description | 'mature four years from the date of issuance | ' | ' | ' | ' | ' |
Debenture conversion price | $0.37 | ' | ' | ' | ' | ' |
Warrants, exercise price | 0.37 | ' | ' | ' | ' | ' |
Percentage of discount on warrant exercise price | 30.00% | ' | ' | ' | ' | ' |
Warrants floor share price | $0.25 | ' | ' | ' | ' | ' |
Number of common stock trading per day | ' | ' | ' | 50,000 | ' | ' |
Trading price per share | ' | ' | ' | $0.75 | ' | ' |
Beneficial conversion feature in connection with debentures | ' | ' | ' | 205,893 | ' | 318,731 |
Unamortized Discount amount | ' | ' | ' | 24,107 | ' | 37,477 |
Balance of convertible beneficial conversion feature amount | ' | ' | ' | 527,784 | ' | 317,523 |
Balance of unamortized discount amount | ' | ' | ' | 57,126 | ' | 36,269 |
Interest expense | ' | ' | ' | 11,724 | ' | ' |
Accrued interest | ' | ' | ' | $11,735 | ' | $3,180 |
Convertible_Note_Payable_Sched
Convertible Note Payable - Schedule of Short Term Convertible Debentures Payable (Details) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Convertible note, accrue interest at 8% per annum and mature on November 23, 2013 | $50,000 | $50,000 |
Debt discount - beneficial conversion feature | ' | ' |
Convertible note, net unamortized discount | $55,703 | $54,703 |
Convertible_Note_Payable_Sched1
Convertible Note Payable - Schedule of Short Term Convertible Debentures Payable (Details) (Parenthetical) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 12, 2013 | Nov. 23, 2012 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 09, 2013 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 8.00% | 8.00% | 7.00% |
Debt instruments maturity date | 31-Oct-23 | 23-Nov-13 | 23-Nov-13 | 23-Nov-13 | ' |
Convertible_Note_Payable_Sched2
Convertible Note Payable - Schedule of Long Term Convertible Debentures Payable (Details) (USD $) | Mar. 30, 2014 | Dec. 29, 2013 |
Debt discount - beneficial conversion feature | ($57,216) | ($36,269) |
Accrued interest | 11,735 | 3,180 |
Convertible note, net unamortized discount | 539,519 | 321,911 |
Debentures, accrue interest at 7% per annum and mature on October 8, 2017 [Member] | ' | ' |
Convertible notes, non current | 100,000 | 100,000 |
Debentures, accrue interest at 7% per annum and mature on November 17, 2017 [Member] | ' | ' |
Convertible notes, non current | 100,000 | 100,000 |
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 [Member] | ' | ' |
Convertible notes, non current | 75,000 | 75,000 |
Debentures, accrue interest at 7% per annum and mature on November 26, 2017 [Member] | ' | ' |
Convertible notes, non current | 40,000 | 40,000 |
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 [Member] | ' | ' |
Convertible notes, non current | 40,000 | 40,000 |
Debentures, accrue interest at 7% per annum and mature on February 2, 2018 [Member] | ' | ' |
Convertible notes, non current | 50,000 | ' |
Debentures, accrue interest at 7% per annum and mature on February 6, 2018 [Member] | ' | ' |
Convertible notes, non current | 60,000 | ' |
Debentures, accrue interest at 7% per annum and mature on February 9, 2018 [Member] | ' | ' |
Convertible notes, non current | 20,000 | ' |
Debentures, accrue interest at 7% per annum and mature on February 23, 2018 [Member] | ' | ' |
Convertible notes, non current | 80,000 | ' |
Debentures, accrue interest at 7% per annum and mature on February 26, 2018 [Member] | ' | ' |
Convertible notes, non current | $20,000 | ' |
Convertible_Note_Payable_Sched3
Convertible Note Payable - Schedule of Long Term Convertible Debentures Payable (Details) (Parenthetical) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 12, 2013 | Nov. 23, 2012 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 09, 2013 | |
Convertible note payable accrues interest rate | ' | ' | 8.00% | 8.00% | 7.00% |
Debt instruments maturity date | 31-Oct-23 | 23-Nov-13 | 23-Nov-13 | 23-Nov-13 | ' |
Debentures, accrue interest at 7% per annum and mature on October 8, 2017 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | 7.00% | ' |
Debt instruments maturity date | ' | ' | 8-Oct-17 | 8-Oct-17 | ' |
Debentures, accrue interest at 7% per annum and mature on November 17, 2017 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | 7.00% | ' |
Debt instruments maturity date | ' | ' | 17-Nov-17 | 17-Nov-17 | ' |
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | 7.00% | ' |
Debt instruments maturity date | ' | ' | 25-Nov-17 | 25-Nov-17 | ' |
Debentures, accrue interest at 7% per annum and mature on November 26, 2017 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | 7.00% | ' |
Debt instruments maturity date | ' | ' | 26-Nov-17 | 26-Nov-17 | ' |
Debentures, accrue interest at 7% per annum and mature on November 25, 2017 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | 7.00% | ' |
Debt instruments maturity date | ' | ' | 25-Nov-17 | 25-Nov-17 | ' |
Debentures, accrue interest at 7% per annum and mature on February 2, 2018 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | ' | ' |
Debt instruments maturity date | ' | ' | 2-Feb-18 | ' | ' |
Debentures, accrue interest at 7% per annum and mature on February 6, 2018 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | ' | ' |
Debt instruments maturity date | ' | ' | 6-Feb-18 | ' | ' |
Debentures, accrue interest at 7% per annum and mature on February 9, 2018 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | ' | ' |
Debt instruments maturity date | ' | ' | 9-Feb-18 | ' | ' |
Debentures, accrue interest at 7% per annum and mature on February 23, 2018 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | ' | ' |
Debt instruments maturity date | ' | ' | 23-Feb-18 | ' | ' |
Debentures, accrue interest at 7% per annum and mature on February 26, 2018 [Member] | ' | ' | ' | ' | ' |
Convertible note payable accrues interest rate | ' | ' | 7.00% | ' | ' |
Debt instruments maturity date | ' | ' | 26-Feb-18 | ' | ' |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | |||||||
Mar. 30, 2014 | Mar. 31, 2013 | Dec. 29, 2013 | Mar. 25, 2014 | Feb. 26, 2014 | Feb. 19, 2014 | Feb. 12, 2014 | Jan. 27, 2014 | Mar. 25, 2014 | |
Third Party [Member] | Third Party [Member] | Third Party [Member] | Third Party [Member] | Third Party [Member] | Chief Executive Officer [Member] | ||||
Common stock, shares authorized | 1,125,000,000 | ' | 1,125,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 24,807,478 | ' | 24,159,145 | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 24,807,478 | ' | 24,159,145 | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' |
Stock issued during period for services, shares | ' | ' | ' | ' | 25,000 | ' | 150,000 | 50,000 | 250,000 |
Stock issued during period for services | ' | ' | ' | ' | $28,500 | ' | $28,500 | $12,000 | $299,500 |
Fair value of shares common stock contract period | ' | ' | ' | ' | ' | ' | ' | ' | ' |
February 2014 to August 2014. | |||||||||
Prepaid Stock based compensation | ' | ' | ' | ' | 24,938 | ' | 21,375 | ' | ' |
Non-employee stock based compensation | 22,688 | 95,366 | ' | ' | 3,563 | ' | 7,125 | ' | ' |
Stock issued during period for settlement of invoices, shares | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' |
Stock issued during period for settlement of invoices | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' |
Fair value of common stock payable | ' | ' | ' | 5,000 | ' | 4,667 | ' | ' | ' |
Gain (Loss) on accounts payable settlemen | ' | ' | ' | 5,000 | ' | 2,867 | ' | ' | ' |
Stock issued during period for accounts payable | ' | ' | ' | ' | ' | 23,333 | ' | ' | ' |
Stock issued during period value for settlement of accounts payable | ' | ' | ' | ' | ' | $1,800 | ' | ' | ' |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Detail Narratives) (USD $) | 0 Months Ended | 3 Months Ended | |
Sep. 09, 2013 | Mar. 30, 2014 | Dec. 29, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Stock options, granted | ' | ' | ' |
Percentage of debentures issued for private placement to raise capital | 60.00% | ' | ' |
Debentures, maturity date description | 'mature four years from the date of issuance | ' | ' |
Debentures accrued interest rate | 7.00% | 8.00% | 8.00% |
Debenture conversion price | $0.37 | ' | ' |
Warrants, exercise price | 0.37 | ' | ' |
Percentage of discount on warrant exercise price | 30.00% | ' | ' |
Warrants floor share price | $0.25 | ' | ' |
Number of common stock trading per day | ' | 50,000 | ' |
Trading price per share | ' | $0.75 | ' |
Stock_Options_and_Warrants_Sum
Stock Options and Warrants - Summary of Changes in Options Outstanding (Details) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Dec. 29, 2013 | |
Number of Options Outstanding | 175,000 | 175,000 |
Weighted Average Exercise Price, Outstanding | $4.50 | $4.50 |
Weighted Average Remaining Contractual Life | '2 years 7 months 6 days | ' |
Number of Options Exercisable | 175,000 | ' |
Weighted Average Exercise Price, Exercisable | $4.50 | ' |
Range 1 [Member] | ' | ' |
Range of Exercise Prices | $4.50 | ' |
Number of Options Outstanding | 175,000 | ' |
Weighted Average Exercise Price, Outstanding | $4.50 | ' |
Weighted Average Remaining Contractual Life | '2 years 7 months 6 days | ' |
Number of Options Exercisable | 175,000 | ' |
Weighted Average Exercise Price, Exercisable | $4.50 | ' |
Stock_Options_and_Warrants_Sum1
Stock Options and Warrants - Summary of Stock Awards for Options (Details) (USD $) | 3 Months Ended |
Mar. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stock Options, Outstanding, Beginning balance | 175,000 |
Stock Options, Granted | ' |
Stock Options, Exercised | ' |
Stock Options, Expired/Cancelled | ' |
Stock Options, Outstanding, Ending balance | 175,000 |
Stock Options, Exercisable | 175,000 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $4.50 |
Weighted Average Exercise Price, Granted | ' |
Weighted Average Exercise Price, Exercised | ' |
Weighted Average Exercise Price, Expired/Cancelled | ' |
Weighted Average Exercise Price, Outstanding, Ending balance | $4.50 |
Weighted Average Exercise Price, Exercisable | $4.50 |
Stock_Options_and_Warrants_Wei
Stock Options and Warrants - Weighted-Average Fair Value of Stock Options Granted to Employees (Details) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Mar. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Risk-free interest rate at grant date | 0.78% | 0.78% |
Expected stock price volatility | 139.00% | 139.00% |
Expected dividend payout | 0.00% | 0.00% |
Expected option life (in years) | '5 years | '4 years 7 months 2 days |
Expected forfeiture rate | $0 | $0 |
Fair value per share of options granted | $3.96 | $3.96 |
Stock_Options_and_Warrants_Sch
Stock Options and Warrants - Schedule of Changes in Warrants Outstanding (Details) (Warrant [Member], USD $) | 3 Months Ended |
Mar. 30, 2014 | |
Warrants, Outstanding | 948,649 |
Warrants, Weighted Average Remaining Contractual Life | '3 years 8 months 16 days |
Warrants, Number Exercisable | 948,649 |
Range 1 [Member] | ' |
Warrants, Range of Exercise Prices | 0.37 |
Warrants, Outstanding | 948,649 |
Warrants, Weighted Average Exercise Price | 0.37 |
Warrants, Weighted Average Remaining Contractual Life | '3 years 8 months 16 days |
Warrants, Number Exercisable | 948,649 |
Warrants, Weighted Average Exercise Price, Exercisable | 0.37 |
Stock_Option_and_Warrants_Sche
Stock Option and Warrants - Schedule of Stock Warrants Activity (Details) (Warrant [Member], USD $) | 3 Months Ended |
Mar. 30, 2014 | |
Warrant [Member] | ' |
Warrants, Outstanding, Beginning balance | 575,676 |
Warrants, Granted | 372,973 |
Warrants, Exercised | ' |
Warrants, Expired/Cancelled | ' |
Warrants, Outstanding, Ending balance | 948,649 |
Warrants, Exercisable | 948,649 |
Weighted Average Exercise Price, Outstanding, Beginning | $0.37 |
Weighted Average Exercise Price, Granted | $0.37 |
Weighted Average Exercise Price, Exercised | ' |
Weighted Average Exercise Price, Expired/Cancelled | ' |
Weighted Average Exercise Price, Outstanding, Ending | $0.37 |
Warrants Exercisable, price | 37.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 30, 2014 | Dec. 29, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Proceeds from related party | $150,000 | ' |
Repaid debt to related parties | 110,000 | ' |
Due to related party | $40,000 | $40,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Narrative) (USD $) | 3 Months Ended | 25 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||
Mar. 30, 2014 | Sep. 30, 2012 | Mar. 30, 2014 | Mar. 31, 2013 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 30, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Apr. 02, 2013 | Mar. 30, 2014 | Apr. 02, 2013 | Apr. 02, 2013 | Mar. 30, 2014 | Mar. 31, 2013 | |
Number | Century City [Member] | Century City [Member] | Century City [Member] | Century City [Member] | Westfield Topanga Owner, LP [Member] | Westfield Topanga Owner, LP [Member] | Westfield Topanga Owner, LP [Member] | Topanga [Member] | Westfield Topanga Owner, LP [Member] | Westfield Topanga Owner, LP [Member] | Glendale II Mall Associates, LLC [Member] | Glendale II Mall Associates, LLC [Member] | Glendale II Mall Associates, LLC [Member] | Glendale II Mall Associates, LLC [Member] | Glendale [Member] | Glendale [Member] | ||
Minimum [Member] | Maximum [Member] | sqft | Minimum [Member] | Maximum [Member] | sqft | Minimum [Member] | Maximum [Member] | |||||||||||
Remaining restaurant operating lease, term | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of sales range | ' | ' | ' | ' | 7.00% | 10.00% | ' | ' | ' | ' | 7.00% | 10.00% | ' | ' | 4.00% | 7.00% | ' | ' |
Rent expense | ' | ' | $34,293 | $34,767 | ' | ' | $51,872 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | $47,673 | $0 |
Number of square feet for operating lease | ' | ' | ' | ' | ' | ' | ' | ' | 5,900 | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' |
Construction reimbursement allowance | ' | ' | ' | ' | ' | ' | ' | ' | ' | $475,000 | ' | ' | $475,000 | ' | ' | ' | ' | ' |
Expiration date of Lease | ' | ' | ' | ' | ' | ' | 30-Apr-22 | ' | ' | ' | ' | ' | ' | 31-Oct-23 | ' | ' | ' | ' |
Disputed for stock certificate ownership description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
On October 13, 2012, Stoecklein Law Group, LLP (“Law Group”) which acted as our securities counsel from September 2010 until September 2012, filed an Interpleader action in the United States District Court for the Southern District of California to determine the proper ownership of 16 stock certificates representing an aggregate of 2,364,000 shares of our stock (the “Disputed Certificates”) held by the Law Group. Joey Parsi, Balata Partners, Inc | ||||||||||||||||||
Number of disputed stock, held | ' | 16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total number of shares included in disputed certificates, shares | ' | 2,364,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Aggregate Minimum Annual Lease Payments Under Operating Leases (Details) (USD $) | Mar. 30, 2014 |
Century City [Member] | ' |
2014 | $146,338 |
2015 | 200,483 |
2016 | 206,498 |
2017 | 212,692 |
2018 | 219,073 |
Thereafter | 263,910 |
Total | 1,248,994 |
Topanga [Member] | ' |
2014 | 172,299 |
2015 | 238,155 |
2016 | 247,682 |
2017 | 257,589 |
2018 | 267,891 |
Thereafter | 973,490 |
Total | 2,157,106 |
Glendale II Mall Associates, LLC [Member] | ' |
2014 | 141,679 |
2015 | 195,816 |
2016 | 203,648 |
2017 | 211,794 |
2018 | 220,266 |
Thereafter | 1,193,877 |
Total | $2,167,080 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended |
Mar. 30, 2014 | Mar. 30, 2014 | |
Professional Services [Member] | ||
Increase in additional capital through debentures issue | $75,000 | ' |
Stock issued during subsequent period | 975,000 | ' |
Common stock shares issued for various professional services, shares | ' | 736,208 |