Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Apr. 15, 2019 | Jul. 01, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Giggles N' Hugs, Inc. | ||
Entity Central Index Key | 0001381435 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 30, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 10,166,715 | ||
Entity Common Stock, Shares Outstanding | 168,774,080 | ||
Trading Symbol | GIGL | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and equivalents | $ 57,642 | $ 131,336 |
Inventory | 23,860 | 24,710 |
Prepaid expenses and other | 22,458 | 21,196 |
Total current assets | 103,960 | 177,242 |
Property, and equipment, net of accumulated depreciation and amortization of $1,708,865 and $1,476,520 | 507,844 | 740,189 |
Other assets | 2,620 | 2,620 |
Total assets | 614,424 | 920,051 |
Current liabilities: | ||
Accounts payable | 621,454 | 677,692 |
Incentive from lessor - current portion | 117,460 | 102,168 |
Note payable from lessor- in default | 420,881 | 422,361 |
Accrued expenses | 157,368 | 250,876 |
Accrued officers salary | 466,541 | 375,900 |
Deferred revenue | 16,964 | 6,530 |
Convertible note payable and accrued interest | 50,000 | 50,000 |
Total current liabilities | 1,850,668 | 1,885,527 |
Long-term liabilities: | ||
Incentive from lessor - long-term | 433,379 | 550,839 |
Deferred gain | 332,478 | 401,262 |
Total long-term liabilities | 765,857 | 952,101 |
Total liabilities | 2,616,525 | 2,837,628 |
Stockholders' deficit: | ||
Common stock, $0.001 par value, 1,125,000,000 shares authorized, 168,424,080 and 145,602,251 shares issued and outstanding as of December 30, 2018 and December 31, 2017, respectively | 168,424 | 145,602 |
Common stock issuable (1,397,619 and 1,397,619 shares as of December 30, 2018 and December 31, 2017, respectively) | 293,535 | 293,535 |
Additional paid-in capital | 10,458,959 | 9,874,936 |
Accumulated deficit | (12,923,019) | (12,231,650) |
Total stockholders' decifit | (2,002,101) | (1,917,577) |
Total liabilities and stockholders' deficit | $ 614,424 | $ 920,051 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,125,000,000 | 1,125,000,000 |
Common stock, shares issued | 168,424,080 | 145,602,251 |
Common stock, shares outstanding | 168,424,080 | 145,602,251 |
Common stock issuable, shares | 1,397,619 | 1,397,619 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Revenue | ||
Net sales | $ 2,431,903 | $ 2,454,125 |
Costs and operating expenses | ||
Cost of operations | 1,920,493 | 1,883,816 |
General and administrative expenses | 907,224 | 1,791,190 |
Depreciation and amortization | 232,344 | 256,421 |
Total costs and operating expenses | 3,060,061 | 3,931,427 |
Loss from Operations | (628,158) | (1,477,302) |
Other Income (Expenses): | ||
Finance and interest expense | (61,811) | (90,546) |
Loss on settlement | (1,400) | |
Change in fair value of derivatives | 11,567 | |
Gain on extinguishment of derivatives | 185,604 | |
Loss on extiguishment of debt | (249,014) | |
Loss before provision for income taxes | (691,369) | (1,619,691) |
Provision (benefit) for income taxes | 2,719 | |
Net loss | $ (691,369) | $ (1,622,410) |
Net loss per share - basic and diluted | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 162,505,289 | 135,950,336 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Common Stock Issuable [Member] | Accumulated Deficit [Member] | Total |
Balance at Jan. 01, 2017 | $ 67,933 | $ 8,229,747 | $ 218,535 | $ (10,609,240) | $ (2,093,025) |
Balance, shares at Jan. 01, 2017 | 67,934,205 | ||||
Shares issued for employees compensation | $ 10,170 | 18,300 | 28,470 | ||
Shares issued for employees compensation, shares | 10,170,000 | ||||
Shares issued for settle accounts payable | $ 2,884 | 273,012 | 275,896 | ||
Shares issued for settle accounts payable, shares | 2,884,226 | ||||
Shares issued for convertible notes and settlement | $ 62,019 | 663,828 | 725,847 | ||
Shares issued for convertible notes and settlement, shares | 62,018,046 | ||||
Shares issued for cash as part of settlement agreement | $ 1,100 | 108,900 | 110,000 | ||
Shares issued for cash as part of settlement agreement, shares | 1,100,000 | ||||
Cash received for stock issuable | 75,000 | 75,000 | |||
Shares issued for professional services | $ 1,496 | 50,149 | $ 51,645 | ||
Shares issued for professional services, shares | 1,495,774 | 1,495,774 | |||
Fair value of warrants granted for services | 531,000 | $ 531,000 | |||
Net loss | (1,622,410) | (1,622,410) | |||
Balance at Dec. 31, 2017 | $ 145,602 | 9,874,936 | 293,535 | (12,231,650) | (1,917,577) |
Balance, shares at Dec. 31, 2017 | 145,602,251 | ||||
Shares issued for employees compensation | $ 200 | 4,400 | 4,600 | ||
Shares issued for employees compensation, shares | 200,000 | ||||
Shares issued for settle accounts payable | $ 1,500 | 39,150 | 40,650 | ||
Shares issued for settle accounts payable, shares | 1,500,000 | ||||
Shares issued for professional services | $ 1,330 | 18,085 | $ 19,415 | ||
Shares issued for professional services, shares | 1,330,000 | 1,030,000 | |||
Shares issued for cash proceeds | $ 19,792 | 573,963 | $ 593,755 | ||
Shares issued for cash proceeds, shares | 19,791,829 | ||||
Offering costs | (51,575) | (51,575) | |||
Net loss | (691,369) | (691,369) | |||
Balance at Dec. 30, 2018 | $ 168,424 | $ 10,458,959 | $ 293,535 | $ (12,923,019) | $ (2,002,101) |
Balance, shares at Dec. 30, 2018 | 168,424,080 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (691,369) | $ (1,622,410) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 232,345 | 256,421 |
Shares issued for services | 19,415 | 51,645 |
Stock-based compesation | 4,600 | 28,470 |
Loss on stock issuance for payable settlement | 1,400 | 109,096 |
Warrants vested for service | 531,000 | |
Interest and fees included in promissory note payable | 3,520 | 25,674 |
Amortization of deferred gain | (68,784) | (27,853) |
Gain on extinguishment of derivative liability | (185,604) | |
Change in fair value of derivative liability | (11,567) | |
Promissory note settlement | 249,014 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other | (1,262) | (7,390) |
(Increase) decrease in inventory | 850 | (4,379) |
(Decrease) increase in accounts payable | (16,988) | 233,567 |
Decrease in incentive from lessor | (102,168) | (87,421) |
(Decrease) increase in accrued expenses | (2,867) | 305,518 |
Decrease in deferred revenue | 10,434 | (17,629) |
Net cash used in operating activities | (610,874) | (173,848) |
Cash flows from investing activities | ||
Acquisition of fixed assets | (2,482) | |
Net cash used in investing activities | (2,482) | |
Cash flows from financing activities | ||
Proceeds from sale common stock | 593,755 | 75,000 |
Proceeds from sale of stock upon note settlement | 110,000 | |
Payments to promissory note payable | (11,498) | |
Payments to note payable-lessor | (5,000) | (10,356) |
Offering costs | (51,575) | |
Net cash provided by financing activities | 537,180 | 163,146 |
NET DECREASE IN CASH | (73,694) | (13,184) |
CASH AT BEGINNING OF THE YEAR | 131,336 | 144,520 |
CASH AT END OF YEAR | 57,642 | 131,336 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued to settle convertible notes payable | 835,847 | |
Accounts payable settled by share issuance | 40,650 | 146,904 |
Relcass of notes payable to accrued interest | $ 3,125 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Giggles N’ Hugs, Inc. (“GIGL Inc.”) was originally organized on September 17, 2004 (Date of Inception) 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 $0.001 par value common stock. The Company adopted a 52/53 week fiscal year ending on the Sunday closest to December 31st for financial reporting purposes. Fiscal year 2018 consists of a year ending December 30, 2018. Fiscal year 2017 consists of a year ending December 31, 2017. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the year ended December 30, 2018, the Company incurred a net loss of $691,369, used cash in operations of $610,874 and had a stockholders’ deficit of $2,002,101 as of that date. In addition, the Company was in default of a note payable to one of its landlords. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company has and will continue to use significant capital to grow and acquire market share At December 30, 2018, the Company had cash on hand in the amount of $57,642. Management estimates that the current funds on hand will be sufficient to continue operations through May 2019. Management continues to seek additional funds, primarily through the issuance of debt and equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing. Principles of consolidation For the years ended December 30, 2018 and December 31, 2017, the consolidated financial statements include the accounts of Giggles N’ Hugs, Inc., GNH, Inc., 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. 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 revenues and expenses during the reporting period. Estimates and assumptions used by management include estimates made for impairment analysis for fixed assets and other long term assets, estimates of potential liabilities and, assumptions made in valuing derivative liabilities, the valuation of issuance of debt and equity securities, and realization of deferred tax assets. Actual results could differ from those estimates. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with financial institutions, in the form of demand deposits. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of these two financial institutions. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, inventory, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short term nature. The carrying values financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Income taxes The Company accounts for income taxes under the provisions of ASC 740 “Accounting for Income Taxes,” which requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. 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. Depreciation periods are as follows: Leasehold improvements 10 years Restaurant fixtures and equipment 10 years Computer software and equipment 3 to 5 years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 30, 2018 and December 31, 2017 there were no indications of impairment based on management’s assessment of these assets. 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. The Company currently has two leases, which are classified as operating leases. 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 its leased premises which are reimbursed to the Company by its 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. Stock-based compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board (FASB) whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s stock option and warrant grants is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods. The Company also issues restricted shares of its common stock for share-based compensation programs to employees and non-employees. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value at the date of the grant, and is recognized as expense over the period, which an employee is required to provide services in exchange for the award. For non-employees, the Company measures the compensation cost with respect to restricted shares based upon the estimated fair value at measurement date which is either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. 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 options and warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. For the years ended December 30, 2018 and December 31, 2017, warrants to acquire 19,967,917 and 6,113,643 shares of common stock, respectively , and options to acquire 115,000 shares of common stock are anti-dilutive due to the Company’s net losses and are excluded in determining diluted loss per share. 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. Through December 31, 2017, the Company recognized revenue from restaurant sales when payment was 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 On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. This standard provides that revenues are to be recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration expected to be received for those goods or services. This standard does not impact the Company’s recognition of revenue from Company-operated restaurants as those sales are recognized on a cash basis at the time of the underlying sale and are presented net of sales tax and other sales-related taxes. The standard also does not change the recognition of revenue from restaurant membership fees. 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. The company receives payment from its customers at the start of the subscription period and the company records deferred revenue for the unearned portion of the subscription period. The adoption of ASC 606 had no effect on previously reported amounts We recognize a liability upon the sale of our gift cards and recognize revenue when these gift cards are redeemed in our restaurants. As of December 30, 2018 and December 31, 2017, the amount of gift cards sales were $1,647 and ($2,338) respectively, and were recorded as deferred revenue. 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. Advertising costs Advertising costs are expensed as incurred. During the fiscal years ended December 30, 2018 and December 31, 2017, there were $34,539 and $29,939, respectively in advertising costs included in general and administrative expenses. Recent Accounting Standards In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation – Stock Compensation (Topic 718). The pronouncement was issued to clarify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2014-12 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures, and believes the adoption of the pronouncement will result in the recording of lease assets and lease liabilities of approximately $1,500,000 to our balance sheet upon adoption. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Property and Equipments
Property and Equipments | 12 Months Ended |
Dec. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipments | NOTE 2 – PROPERTY AND EQUIPMENTS Property and equipment consisted of the following at: December 30, 2018 December 31, 2017 Leasehold improvements $ 1,889,027 $ 1,889,027 Fixtures and equipment 60,310 60,310 Computer software and equipment 267,372 267,372 Property and equipment, total 2,216,709 2,216,709 Less: accumulated depreciation (1,708,865 ) (1,476,520 ) Property and equipment, net $ 507,844 $ 740,189 Depreciation expense was $232,345 and $256,421 for the fiscal years ended December 30, 2018 and December 31, 2017, respectively. Repair and maintenance expenses for the years ended December 30, 2018 and December 31, 2017 were $59,684 and $58,724, respectively. |
Incentive From Lessor
Incentive From Lessor | 12 Months Ended |
Dec. 30, 2018 | |
Leases [Abstract] | |
Incentive From Lessor | NOTE 3 – INCENTIVE FROM LESSOR The Company previously received $506,271 for Topanga and $475,000 for Glendale restaurant locations from the Company’s landlords as construction contributions pursuant to agreed-upon terms in the lease agreements as of December 27, 2015. 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. The balance of the incentive from lessor as of December 30, 2018 and December 31, 2017 was $550,839 and $653,007 respectively, and included deferred rent of $133,832 and $132,818, respectively. As of December 30, 2018, $117,460 of the incentive from lessor was current and $433,379 was long term. Amortization of the incentive from lessor was $102,168 and $87,420 for the fiscal years ended December 30, 2018 and December 31, 2017, respectively. |
Note Payable Lessor - In Defaul
Note Payable Lessor - In Default | 12 Months Ended |
Dec. 30, 2018 | |
10. Stock Options and Warrants | |
Note Payable Lessor - In Default | NOTE 4 – NOTE PAYABLE LESSOR – IN DEFAULT 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 the Company and Glendale II Mall Associates, LLC. On March 1, 2015, the Company and the lender renegotiated the terms of the Promissory Note and agreed t a new note with a principal balance due of $683,316. As part of the new agreement, the Lender waived principal and interest payment for two years beginning March 1, 2015. On August 12, 2016, the Company entered into a third amendment on its lease at The Glendale Galleria. The amendment covered several areas, including adjustment to percentage rent payable, reduced the minimum rent payable, along with the payment and principal of Promissory Note. The Promissory Note was adjusted to a balance due of $763,262 from $683,316, with zero percent interest, payable in equal monthly instalments of $5,300 through maturity of Note on May 31, 2028. The Company imputed interest using a discount rate of 10% to determine a fair value of the note of $443,521. As of December 30, 2018 and December 31, 2017, the balance of the note payable net of unamortized note discount were $420,881 and $422,361, respectively. The exchange of the notes was treated as a debt extinguishment as the change in terms constituted more than a 10% change in the fair value of the original note, and the difference between the fair value of the new note and the old note (including eliminating all remaining unamortized discount) of $220,668 was treated as a gain on debt extinguishment. The Company determined that since the GGP Promissory Note and the related revision of the lease (see Note 8) were agreed to at the same time, that the change in the lease payment terms of lease caused a change in the previously calculated deferred rent of $69,614. For reporting purposes, the Company determined that since the GGP Promissory Note and related revision of lease were agreed to at the same time, that the change in the lease payment terms and reduced rent, and the issuance of the new note are directly related. In addition, past due rent of $164,987 was forgiven. As such the gain on the termination of the note of $220,686, the adjustment to the deferred rent in the aggregated amount of $69,614, and the forgiveness of past due rent of $164,987, resulting in an aggregate gain of $455,287 had been deferred, and is being amortized on the straight-line basis over the remaining life of the lease as an adjustment to rent expense. The balance of the deferred gain was $332,478 as of, December 30, 2018. The lender under the Note is GGP Limited Partnership (GGP). GGP is an affiliate of Glendale II Mall Associates, the lessor of the Company’s Glendale Mall restaurant location. In accordance with the note agreement, an event of default would occur if the Borrower defaults under the lease between the Company and Glendale II Mall Associates. Upon the occurrence of an event of default, the entire balance of the Note payable and accrued interest would become due and payable, and the balance due becomes subject to a default interest rate (which is 5% higher than the defined interest rate). As of December 30, 2018, the Company was delinquent in its payments to GGP under the note, accordingly, the full amount is in current. |
Convertible Note Payable - Past
Convertible Note Payable - Past Due | 12 Months Ended |
Dec. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable - Past Due | NOTE 5 – CONVERTIBLE NOTE PAYABLE – PAST DUE On August 24, 2015, the Company entered into an unsecured Note Payable Agreement with an investor for which the Company issued a $50,000 Convertible Note Payable, which accrues interest at a rate of 5% per annum and matures on August 31, 2016. The Lender may also convert all or a portion of the Note Payable at any time into shares of common stock at a price of $0.10 per share. The balance of the Note was $50,000 as of December 30, 2018 and December 31, 2017 and was past due. |
Settled Notes
Settled Notes | 12 Months Ended |
Dec. 30, 2018 | |
Settled Notes | |
Settled Notes | NOTE 6 – SETTLED NOTES St. George Investments On December 18, 2015, the Company issued a six-month unsecured promissory note in the principal sum of $265,000 in favor of St. George Investments, LLC, pursuant to the terms of a securities purchase agreement of the same date. The Note went into default when the Company failed to make payment on the due date. Consequently, on July 8, 2016, the Company entered into an Exchange Agreement with St. George Investments, LLC, to replace the original Promissory Note with a new Convertible Promissory Note (“Note”). The Note carries a Conversion clause that allows the Holder to have a cashless conversion into shares of Common Stock for all or part of the principal, at a price equal to the average market price for 20 days prior to the conversion.. As of January 1, 2017, the amount due under the promissory note was $193,450. During January and February of 2017. the Holder converted $48,914 of its debt into 15,660,611 shares of Common Stock with a fair value of $48,914. In addition, the Company paid $7,517 of the principal balance. On March 23, 2017, St. George Investments, LLC (“St. George”) served an arbitration demand and summons claiming that the Company had breached its obligations under a convertible note by preventing St. George from converting the remaining balance of the note to common stock. The parties disagreed as to the conversion price set in the note agreement due to execution by the parties of different versions of the document. St. George claimed for additional damages. The Company believed these claims lacked merit and the Company retained counsel to vigorously defend this action. Effective May 3, 2017, the Company counter-sued for full damages for breaching the contract, claiming mistakes, rescission, breach of the covenant of good faith and fair dealing and unjust enrichment. On August 14, 2017, the Company and St. George entered into a settlement agreement whereby the Company agreed to deliver 7,900,000 unrestricted free-trading shares to St. George upon signing a final settlement agreement. The fair value of shares issued was determined to be $553,000 based on the trading price of the shares at the date of the settlement. The company considered the settlement as a debt extinguishment and accounted for the issuance of the 7,900,000 shares valued at $553,000 offset by the extinguishment of the aggregate face value of the note and accrued interest of $143,740, and the remaining value of the derivative liability of $160,240, resulting in a loss on extinguishment of $249,014. As part of the settlement agreement, St. George agreed to purchase an additional 1,100,000 shares of common stock for a purchase price of $110,000 at $0.10 per share. As of fiscal year ended December 31, 2017, all the terms and conditions of the settlement have been completed. Iconic Holdings As of January 1, 2017, the balance of a convertible note payable to Iconic Holdings was $84,191. During the year ended December 31, 2017, the entire note principal and accrued interest aggregating $121,232 was converted to 38,457,435 shares of common stock. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 30, 2018 | |
Equity [Abstract] | |
Common Stock | NOTE 7 – COMMON STOCK Issuance of Common Stock During the fiscal year ended December 30, 2018, ● On April 19, 2018, Giggles N’ Hugs Inc. closed a public rights offering. The Company sold 19,791,829 units at a price of $.03 per unit. Each unit consists of one share of common stock and 0.70 of a warrant. Each whole warrant will be exercisable for one share of common stock at a price of $.06. per share. In the aggregate 19,791,829 shares of common stock and 13,854,274 warrants were issued for gross proceeds, before expenses and dealer-manager fees, of $593,755. Direct costs of the offering were $51,575 and were charged to paid in capital. ● The Company granted and issued 200,000 shares of restricted common stock with a fair value of $4,600 for an employee compensation. ● The Company issued 1,500,000 shares of common stock in settlement of an accounts payable amounting to $39,250. The fair value of the shares issued was $40,650 based on the fair value of the shares on the date of settlement resulting in an additional cost to the Company of $1,400. ● The Company issued 1,330,000 shares of common stock at fair value of $19,415 for services rendered. During the fiscal year ended December 31, 2017, the Company issued ● The Company granted and issued to officers and employees 10,170,000 shares of restricted common stock with a fair value of $28,470. The shares were valued based on the closing price of the stock on the date of agreement. ● The Company issued 2,384,226 shares of common stock in settlement of an accounts payable amounting to $156,800. The fair value of the shares issued was $265,896 based on the fair value of the shares on the date of settlement resulting in an additional cost to the Company of $109,096. In addition, The Company issued 500,000 shares of common stock at fair value of $10,000 in settlement of an additional accounts payable. ● The Company received $75,000 from the sale of 992,602 shares of common stock and warrants to acquire 357,142 shares of common stock at an excise price of $0.12 per share that expire in June 2020. The shares have not yet been issued and are included in common stock issuable. ● the Company issued 1,495,774 shares of common stock at fair value of $51,645 for services rendered. The shares were valued based on the closing price of the stock on the date of agreement. Employee Stock Options The following table summarizes the changes in the options outstanding at December 30, 2018, 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. A summary of the Company’s stock awards for options as of December 30, 2018 and changes for the fiscal year ended December 31, 2017 is presented below: Stock Weighted Average Options Exercise Price Outstanding, January 1, 2017 115,000 $ 4.50 Granted — — Exercised — — Expired/Cancelled — — Outstanding, December 31, 2017 115,000 $ 4.50 Granted — — Exercised — — Expired/Cancelled — — Outstanding, December 30, 2018 115,000 $ 4.50 Exercisable, December 30, 2018 115,000 $ 4.50 As of December 30, 2018, the stock options had no intrinsic value. There were no options granted during the fiscal year ended December 30, 2018. There was no stock-based compensation expense in connection with options granted to employees recognized in the consolidated statement of operations for the fiscal years ended December 30, 2018 and December 31, 2017. Warrants The following table summarizes the changes in the warrants outstanding at December 30, 2018, and the related prices. A summary of the Company’s warrant as of December 30, 2018 is presented below: Weighted Average Exercise Warrants Price Outstanding, January 1, 2017 606,500 $ 0.13 Granted 5,507,143 0.10 Exercised - - Outstanding, December 31, 2017 6,113,643 $ 0.11 Granted 13,854,274 - Exercised - - Outstanding, December 30, 2018 13,854,274 $ 0.07 Exercisable, December 30, 2018 13,854,274 $ 0.07 As of December 30, 2018, the stock warrants had no intrinsic value. Weighted Weighted Average Weighted Range of Average Remaining Average Exercise Number Exercise Contractual Number Exercise Prices Outstanding Price Life Exercisable Price $0.01 $0.37 6,113,643 $ 0.07 2.31 6,113,643 $ 0.05 $0.06 13,854,274 0.06 4.50 13,854,274 0.06 19,967,917 6.81 19,967,917 On May 17, 2016, GIGL entered into a Strategic Alliance Agreement with Kiddo, Inc., a Florida corporation (“consultant”) whereby consultant will provide marketing and branding services as well as introductions to potential strategic partners and investors. As consideration for consultant’s services pursuant to the Strategic Alliance Agreement, GIGL agreed to issue to consultant a warrant to purchase up to 4,400,000 shares of GIGL’s common stock at an exercise price of $0.075 per share, which warrant vests in increments based upon the achievement of certain milestones. As of January 1, 2017, 440,000 of these warrants with a fair value of $31,000 were deemed have been achieved and are included in the table of outstanding warrants above. At December 30, 2018, the achievement of the corresponding milestones for the remaining warrants to acquire 3,960,000 has been determined to be remote or undeterminable, as such, the warrants have not been included as outstanding in the table above. During the year ended December 31, 2017, the Company entered into agreements to issue warrants to acquire 5,150,000 shares of common stock for celebrity services to promote the Company’s business. The warrants were fully vested upon issuance, expire 5 years from the date of issuance, and 5,000,000 of the warrants are exercisable at $0.10 per share and 150,000 of the warrants are exercisable at $0.20 per share. The total fair value of these warrants at grant date was $531,000 and was recognized a compensation costs during the year ended December 31, 2017. The fair value was calculated using a Black-Scholes Option Pricing model with the following assumptions: life of 5 years; risk free interest rate of 1.73%; volatility of 350% and dividend yield of 0%. During the year ended December 31, 2017, the Company issued a warrant to acquire 357,142 shares of common stock at an exercise price of $.12 per share and expiring 2020 to an investor who acquired 714,285 shares of common stock for aggregate proceeds of $50,000 (the shares are reflected as common stock issuable on accompanying balance sheet.) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Westfield Topanga Glendale Mall Associates On August 12, 2016 the Company entered into a third amendment on its lease at The Glendale Galleria. The amendment covered several areas, including adjustment to percentage rent payable, reduced the minimum rent payable and payment and principal of the Promissory Note payable to GGP. The Promissory Note was adjusted to a balance due of $763,262 from $683,316, with zero percent interest, payable in equal monthly instalments of $5,300 through maturity of Note on May 31, 2028, creating a gain on extinguishment of the old note of $220,686. (see Note 4) were agreed to at the same time, that the change in the lease payment terms of lease caused a change in the previously calculated deferred rent of $69,614. For reporting purposes, the Company determined that since the GGP Promissory Note and related revision of lease were agreed to at the same time, that the change in the lease payment terms and reduced rent, and the issuance of the new note are directly related. In addition, past due rent of $164,987 was forgiven. As such the gain on the termination of the note of $220,686, the adjustment to the deferred rent in the aggregated amount of $69,614, and the forgiveness of past due rent of $164,987, resulting in an aggregate gain of $455,287 had been deferred, and is being amortized on the straight-line basis over the remaining life of the lease as an adjustment to rent expense. The balance of the deferred gain was $332,472 as of, December 30, 2018. Rent expense for the Company’s restaurant operating leases for the year ended December 30, 2018 and December 31, 2017 was $353,024 and $341,270, respectively As of December 30, 2018, the aggregate minimum annual lease payments under operating lease as follows: 2019 $ 437,100 2020 452,956 2021 469,398 2022 279,077 Thereafter 151,172 Total $ 1,789,703 Litigation As of December 30, 2018, there was no material outstanding litigation. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – RELATED PARTY TRANSACTIONS During the years ended December 30, 2018 and December 31, 2017, the Company incurred salary costs of $250,000 and $300,000 for Mr. Joey Parsi, our Co-Chief Executive Officer. As of December 30, 2018 and December 31, 2017, Mr. Parsi was owed $466,541 and $375,900, respectively, for accrued salary. During the years ended December 30, 2018 and December 31, 2017, the Company incurred $66,840 and $66,839 of costs for management and accounting services from a company controlled by Phillip Gay, our Co-Chief Executive Officer. As of December 30, 2018 and December 31, 2017, this company was owed $10,720 and $10,380 for such costs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES For the fiscal years ended December 30, 2018 and December 31, 2017 GNH, Inc. incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 30, 2018 the Company had $8,103,000 of federal and state net operating losses. The net operating loss carryforwards, if not utilized, will begin to expire in 2023. A reconciliation of tax expense computed at the statutory federal tax rate income (loss) from operations before income taxes to the actual income tax expense is as follows: December 30, 2018 December 31, 2017 Tax provision (benefits) computed at the statutory rate (21% and 34%) $ (145,000 ) $ (256,000 ) State income tax, net of federal benefit (30,000 ) (44,000 ) Change in valuation allowance 175,800 300,800 Provision for income tax $ 800 $ 800 Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: December 30, 2018 December 31, 2017 Net operating loss carryover $ 2,250,000 $ 1,900,000 Depreciation and other 174,000 175,000 Total deferred tax assets 2,424,000 2,075,000 Valuation allowance (2,424,000 ) (2,075,000 ) Net deferred tax asset $ - $ - The Company has provided a valuation reserve against the full amount of the net deferred tax assets, because in the opinion of management, it is more likely than not that these tax assets will not be realized. The Company’s NOL and tax credit carryovers may be significantly limited under the Internal Revenue Code (IRC). NOL and tax credit carryovers are limited under Section 382 when there is a significant “ownership change” as defined in the IRC. During the fiscal year December 30, 2018 and in prior years, the Company may have experienced such ownership changes, which could impose such limitations. The limitation imposed by the IRC would place an annual limitation on the amount of NOL and tax credit carryovers that can be utilized. When the Company completes the necessary studies, the amount of NOL carryovers available may be reduced significantly. However, since the valuation allowance fully reserves for all available carryovers, the effect of the reduction would be offset by a reduction in the valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction, and the State of Nevada. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS In January 2019, the Company issued total of 350,000 shares of common stock for services, with a fair value of $2,800. On January 1, 2019, the Company entered into an employment agreement with Joey Parsi, pursuant to which Mr. Parsi agreed to devote a majority of his working time to our business as our Co-Chief Executive Officer and we agreed to pay Mr. Parsi an annual base salary of $225,000, plus a onetime bonus of warrants exercisable for 25,997,000 shares of our common stock issued for a ten-year period with an exercise price of $0.0001 per share. In addition, we also agreed to pay the monthly premiums for health care coverage for Mr. Parsi and the other members of his immediate family. Mr. Parsi will receive an annual bonus in cash of up to $175,000, in our sole discretion and based on mutually agreed upon financial performance goals. Mr. Parsi will also be entitled to reimbursement for all ordinary and reasonable expenses incurred in the performance of his duties for the Company, including for a company car, lap top computer and cell phone. Mr. Parsi will also be entitled to six weeks of vacation annually. The employment agreement may be terminated by either party for any reason at any time. If Mr. Parsi’s employment is terminated by the Company with or without cause, Mr. Parsi will be entitled to receive a severance payment in the amount of 12 months of his base salary plus all unvested options, warrants and shares. The employment agreement also contains covenants prohibiting Mr. Parsi from disparaging the Company or any of our officers, directors, employees or agents for a period of two years after his employment ends. The employment agreement also contains customary confidentiality provisions. On January 1, 2019, the Company entered into an employment agreement with Philip Gay effective as of April 1, 2018, pursuant to which Mr. Gay agreed to serve as our Co-Chief Executive Officer and we agreed to pay Mr. Gay an annual base salary consisting of warrants exercisable for 6,000,000 shares of our common stock issued for a ten-year period with an exercise price of $0.0001 per share. These warrants will be paid on each anniversary date of Mr. Gay’s employment and each annually grant will vest at the rate of twenty-five percent (25%) per calendar quarter. Mr. Gay will also be entitled to reimbursement for all ordinary and reasonable expenses incurred in the performance of his duties for the Company, and he will receive an annual bonus in cash of up to $75,000, in our sole discretion and based on mutually agreed upon financial performance goals. If Mr. Gay’s employment is terminated by the Company with or without cause, all unvested equity, options and equity grants will be cancelled. The employment agreement with Mr. Gay also contains customary confidentiality provisions and may be terminated by either party for any reason at any time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization | Organization Giggles N’ Hugs, Inc. (“GIGL Inc.”) was originally organized on September 17, 2004 (Date of Inception) 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 $0.001 par value common stock. The Company adopted a 52/53 week fiscal year ending on the Sunday closest to December 31st for financial reporting purposes. Fiscal year 2018 consists of a year ending December 30, 2018. Fiscal year 2017 consists of a year ending December 31, 2017. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the year ended December 30, 2018, the Company incurred a net loss of $691,369, used cash in operations of $610,874 and had a stockholders’ deficit of $2,002,101 as of that date. In addition, the Company was in default of a note payable to one of its landlords. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company has and will continue to use significant capital to grow and acquire market share At December 30, 2018, the Company had cash on hand in the amount of $57,642. Management estimates that the current funds on hand will be sufficient to continue operations through May 2019. Management continues to seek additional funds, primarily through the issuance of debt and equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing. |
Principles of Consolidation | Principles of consolidation For the years ended December 30, 2018 and December 31, 2017, the consolidated financial statements include the accounts of Giggles N’ Hugs, Inc., GNH, Inc., 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. 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 revenues and expenses during the reporting period. Estimates and assumptions used by management include estimates made for impairment analysis for fixed assets and other long term assets, estimates of potential liabilities and, assumptions made in valuing derivative liabilities, the valuation of issuance of debt and equity securities, and realization of deferred tax assets. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with financial institutions, in the form of demand deposits. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of these two financial institutions. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, inventory, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short term nature. The carrying values financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. |
Income Taxes | Income taxes The Company accounts for income taxes under the provisions of ASC 740 “Accounting for Income Taxes,” which requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. |
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. Depreciation periods are as follows: Leasehold improvements 10 years Restaurant fixtures and equipment 10 years Computer software and equipment 3 to 5 years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 30, 2018 and December 31, 2017 there were no indications of impairment based on management’s assessment of these assets. |
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. The Company currently has two leases, which are classified as operating leases. 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 its leased premises which are reimbursed to the Company by its 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. |
Stock-Based Compensation | Stock-based compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board (FASB) whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s stock option and warrant grants is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods. The Company also issues restricted shares of its common stock for share-based compensation programs to employees and non-employees. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value at the date of the grant, and is recognized as expense over the period, which an employee is required to provide services in exchange for the award. For non-employees, the Company measures the compensation cost with respect to restricted shares based upon the estimated fair value at measurement date which is either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. |
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 options and warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. For the years ended December 30, 2018 and December 31, 2017, warrants to acquire 19,967,917 and 6,113,643 shares of common stock, respectively , and options to acquire 115,000 shares of common stock are anti-dilutive due to the Company’s net losses and are excluded in determining diluted loss per share. |
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. Through December 31, 2017, the Company recognized revenue from restaurant sales when payment was 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 On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. This standard provides that revenues are to be recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration expected to be received for those goods or services. This standard does not impact the Company’s recognition of revenue from Company-operated restaurants as those sales are recognized on a cash basis at the time of the underlying sale and are presented net of sales tax and other sales-related taxes. The standard also does not change the recognition of revenue from restaurant membership fees. 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. The company receives payment from its customers at the start of the subscription period and the company records deferred revenue for the unearned portion of the subscription period. The adoption of ASC 606 had no effect on previously reported amounts We recognize a liability upon the sale of our gift cards and recognize revenue when these gift cards are redeemed in our restaurants. As of December 30, 2018 and December 31, 2017, the amount of gift cards sales were $1,647 and ($2,338) respectively, and were recorded as deferred revenue. 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. |
Advertising Costs | Advertising costs Advertising costs are expensed as incurred. During the fiscal years ended December 30, 2018 and December 31, 2017, there were $34,539 and $29,939, respectively in advertising costs included in general and administrative expenses. |
Recent Accounting Standards | Recent Accounting Standards In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation – Stock Compensation (Topic 718). The pronouncement was issued to clarify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2014-12 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures, and believes the adoption of the pronouncement will result in the recording of lease assets and lease liabilities of approximately $1,500,000 to our balance sheet upon adoption. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
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 |
Property and Equipments (Tables
Property and Equipments (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at: December 30, 2018 December 31, 2017 Leasehold improvements $ 1,889,027 $ 1,889,027 Fixtures and equipment 60,310 60,310 Computer software and equipment 267,372 267,372 Property and equipment, total 2,216,709 2,216,709 Less: accumulated depreciation (1,708,865 ) (1,476,520 ) Property and equipment, net $ 507,844 $ 740,189 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Equity [Abstract] | |
Summary of Stock Awards for Options | A summary of the Company’s stock awards for options as of December 30, 2018 and changes for the fiscal year ended December 31, 2017 is presented below: Stock Weighted Average Options Exercise Price Outstanding, January 1, 2017 115,000 $ 4.50 Granted — — Exercised — — Expired/Cancelled — — Outstanding, December 31, 2017 115,000 $ 4.50 Granted — — Exercised — — Expired/Cancelled — — Outstanding, December 30, 2018 115,000 $ 4.50 Exercisable, December 30, 2018 115,000 $ 4.50 |
Schedule of Stock Warrants Activity | A summary of the Company’s warrant as of December 30, 2018 is presented below: Weighted Average Exercise Warrants Price Outstanding, January 1, 2017 606,500 $ 0.13 Granted 5,507,143 0.10 Exercised - - Outstanding, December 31, 2017 6,113,643 $ 0.11 Granted 13,854,274 - Exercised - - Outstanding, December 30, 2018 13,854,274 $ 0.07 Exercisable, December 30, 2018 13,854,274 $ 0.07 |
Schedule of Stock Warrants Outstanding | As of December 30, 2018, the stock warrants had no intrinsic value. Weighted Weighted Average Weighted Range of Average Remaining Average Exercise Number Exercise Contractual Number Exercise Prices Outstanding Price Life Exercisable Price $0.01 $0.37 6,113,643 $ 0.07 2.31 6,113,643 $ 0.05 $0.06 13,854,274 0.06 4.50 13,854,274 0.06 19,967,917 6.81 19,967,917 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Minimum Annual Lease Payments Under Operating Leases | As of December 30, 2018, the aggregate minimum annual lease payments under operating lease as follows: 2019 $ 437,100 2020 452,956 2021 469,398 2022 279,077 Thereafter 151,172 Total $ 1,789,703 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Tax Expense Computed at Statutory Federal Tax Rate | A reconciliation of tax expense computed at the statutory federal tax rate income (loss) from operations before income taxes to the actual income tax expense is as follows: December 30, 2018 December 31, 2017 Tax provision (benefits) computed at the statutory rate (21% and 34%) $ (145,000 ) $ (256,000 ) State income tax, net of federal benefit (30,000 ) (44,000 ) Change in valuation allowance 175,800 300,800 Provision for income tax $ 800 $ 800 |
Schedule of Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets are as follows: December 30, 2018 December 31, 2017 Net operating loss carryover $ 2,250,000 $ 1,900,000 Depreciation and other 174,000 175,000 Total deferred tax assets 2,424,000 2,075,000 Valuation allowance (2,424,000 ) (2,075,000 ) Net deferred tax asset $ - $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 30, 2018 | Dec. 31, 2017 | Jan. 01, 2017 | |
Common stock, shares authorized | 1,125,000,000 | 1,125,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Net loss | $ 691,369 | $ 1,622,410 | |
Net cash used in operating activities | 610,874 | 173,848 | |
Stockholders' deficit | 2,002,101 | 1,917,577 | $ 2,093,025 |
Cash and equivalents | 57,642 | 131,336 | $ 144,520 |
Gift card liability as deferred revenue | 1,647 | (2,338) | |
Advertising costs | 34,539 | $ 29,939 | |
ASU 2016-02 [Member] | |||
Lease assets | 1,500,000 | ||
Lease liabilities | $ 1,500,000 | ||
Warrant [Member] | |||
Anti-dilutive securities | 19,967,917 | 6,113,643 | |
Options to Acquire Shares of Common Stock [Member] | |||
Anti-dilutive securities | 115,000 | 115,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 30, 2018 | |
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 |
Property and Equipments (Detail
Property and Equipments (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 232,344 | $ 256,421 |
Repair and maintenance expenses | $ 59,684 | $ 58,724 |
Property and Equipments - Sched
Property and Equipments - Schedule of Property and Equipment (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 1,889,027 | $ 1,889,027 |
Fixtures and equipment | 60,310 | 60,310 |
Computer software and equipment | 267,372 | 267,372 |
Property and equipment, total | 2,216,709 | 2,216,709 |
Less: accumulated depreciation | (1,708,865) | (1,476,520) |
Property and equipment, net | $ 507,844 | $ 740,189 |
Incentive From Lessor (Details
Incentive From Lessor (Details Narrative) - USD ($) | Apr. 02, 2013 | Dec. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | Dec. 27, 2015 |
Incentive from lessor net | $ 550,839 | $ 653,007 | |||
Lease agreement term | Dec. 27, 2015 | ||||
Lease incentive amortization period | 10 years | ||||
Deferred rent | $ 133,832 | 132,818 | |||
Incentive from lessor - current portion | 117,460 | 102,168 | |||
Incentive from lessor - long-term | 433,379 | 550,839 | |||
Amortization of incentives from lessor | $ 102,168 | $ 87,420 | |||
Topanga [Member] | |||||
Incentive from lessor net | $ 506,271 | ||||
Lease agreement term | Apr. 30, 2022 | ||||
Glendale II Mall Associates, LLC [Member] | |||||
Incentive from lessor net | $ 475,000 | ||||
Lease agreement term | Oct. 31, 2023 |
Note Payable Lessor - In Defa_2
Note Payable Lessor - In Default (Details Narrative) - USD ($) | Aug. 12, 2016 | Dec. 30, 2018 | Dec. 31, 2017 | Mar. 01, 2015 | Feb. 12, 2013 |
Promissory notes payable face value | $ 683,316 | ||||
Promissory note principal balance | $ 420,881 | $ 422,361 | |||
Notes payable accrued interest rate | 0.00% | ||||
Debt maturity date | May 31, 2028 | ||||
Repayment of debt, periodic payment | $ 5,300 | ||||
Imputed interest discount rate | 10.00% | ||||
Fair value of note payable | $ 443,521 | ||||
Maximum percentage of defined interest rate | 10.00% | ||||
Gain on debt extinguishment | $ 220,668 | $ (249,014) | |||
Change in deferred rent past due | 69,614 | ||||
Deferred rent past due, forgiveness | 164,987 | ||||
Gain on termination of note | 220,686 | ||||
Deferred gain | $ 455,287 | $ 332,478 | |||
Minimum default interest rate | 5.00% | ||||
Adjusted Balance [Member] | |||||
Promissory notes payable face value | $ 763,262 | ||||
Promissory Note Payable Agreement [Member] | GGP Limited Partnership [Member] | |||||
Promissory notes payable face value | $ 700,000 | ||||
Promissory note principal balance | $ 683,316 |
Convertible Note Payable - Pa_2
Convertible Note Payable - Past Due (Details Narrative) - USD ($) | Aug. 12, 2016 | Aug. 24, 2015 | Dec. 30, 2018 | Dec. 31, 2017 |
Convertible note payable face amount | $ 683,316 | |||
Convertible note payable interest rate | 0.00% | |||
Debt maturity date | May 31, 2028 | |||
Convertible note payable | $ 50,000 | $ 50,000 | ||
Unsecured Note Payable Agreement [Member] | ||||
Convertible note payable face amount | $ 50,000 | |||
Convertible note payable interest rate | 5.00% | |||
Debt maturity date | Aug. 31, 2016 | |||
Convertible note payable conversion price per share | $ 0.10 |
Settled Notes (Details Narrativ
Settled Notes (Details Narrative) - USD ($) | Aug. 14, 2017 | Aug. 12, 2016 | Feb. 28, 2017 | Dec. 30, 2018 | Dec. 31, 2017 | Feb. 01, 2017 | Jan. 01, 2017 | Dec. 18, 2015 |
Debt face value | $ 683,316 | |||||||
Gain loss on extinguishment of debt | $ 220,668 | $ (249,014) | ||||||
Convertible note payable | $ 50,000 | $ 50,000 | ||||||
Settlement Agreement [Member] | ||||||||
Number of common stock shares issued for debt settlement | 7,900,000 | |||||||
Number of common stock issued for debt settlement | $ 553,000 | |||||||
Debt face value | 553,000 | |||||||
Accrued interest | 143,740 | |||||||
Derivative liability | $ 160,240 | |||||||
Number of common stock shares issued as part of settlement agreement | 1,100,000 | |||||||
Number of common stock issued as part of settlement agreement, value | $ 110,000 | |||||||
Shares issued price per share | $ 0.10 | |||||||
Settlement Agreement [Member] | Derivative Liability [Member] | ||||||||
Number of common stock shares issued for debt settlement | 7,900,000 | |||||||
Gain loss on extinguishment of debt | $ 249,014 | |||||||
Promissory Note [Member] | ||||||||
Promissory note amount | $ 193,450 | |||||||
Debt conversion, converted amount | $ 48,914 | |||||||
Debt conversion shares issued | 15,660,611 | |||||||
Debt instrument fair value | $ 48,914 | 48,914 | ||||||
Repayment of promissory note | $ 7,517 | |||||||
St. George Investments, LLC [Member] | ||||||||
Unsecured promissory note principal | $ 265,000 | |||||||
Iconic Holdings LLC [Member] | ||||||||
Debt conversion, converted amount | $ 121,232 | |||||||
Debt conversion shares issued | 38,457,435 | |||||||
Convertible note payable | $ 84,191 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Jan. 01, 2017USD ($)shares | Dec. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | May 17, 2016$ / sharesshares |
Number of common stock shares sold | shares | 19,791,829 | 992,602 | ||
Sale of common stock price per share | $ / shares | $ .03 | |||
Number of units consists of share of common stock | shares | 1 | |||
Warrants price per share | $ / shares | $ 0.70 | $ 0.12 | ||
Warrant exercisable price per share | $ / shares | $ 0.06 | |||
Warrants issued during the period | shares | 4,400,000 | 13,854,274 | 357,142 | |
Proceeds from issuance of common stock | $ | $ 593,755 | $ 75,000 | ||
Offreing costs were charged against paid in capital | $ | $ 51,575 | |||
Number of shares issued for settlement accounts payable, shares | shares | 1,500,000 | 2,384,226 | ||
Number of shares issued for settlement accounts payable | $ | $ 39,250 | $ 156,800 | ||
Fair value of shares issued | $ | 40,650 | 265,896 | ||
Fair value of additional cost | $ | $ 1,400 | $ 109,096 | ||
Issuance of common stock for service, shares | shares | 1,030,000 | 1,495,774 | ||
Shares issued for services | $ | $ 19,415 | $ 51,645 | ||
Number of additional shares issued for settlement accounts payable, shares | shares | 500,000 | |||
Number of additional shares issued for settlement accounts payable | $ | $ 10,000 | |||
Warrants expiration date | Jun. 30, 2020 | |||
Sale of stock amount received | $ | $ 75,000 | |||
Stock based compensation of intrinsic value | $ | ||||
Stock options granted | shares | ||||
Fair value of warrants | $ | $ 31,000 | |||
Remaining warrants to be acquired based upon achievement of corresponding milestones | shares | 3,960,000 | |||
Warrants term | 5 years | |||
Risk Free Interest Rate [Member] | ||||
Warrants, fair value measurement input | 0.0173 | |||
Volatality [Member] | ||||
Warrants, fair value measurement input | 3.50 | |||
Dividend Yield [Member] | ||||
Warrants, fair value measurement input | 0 | |||
Celebrity Services [Member] | ||||
Warrant exercisable price per share | $ / shares | $ 0.10 | |||
Warrants issued during the period | shares | 5,150,000 | |||
Stock-based compensation expense | $ | $ 531,000 | |||
Warrants term | 5 years | |||
Warrant exercisable | shares | 5,000,000 | |||
Celebrity Services [Member] | Warrants One [Member] | ||||
Warrant exercisable price per share | $ / shares | $ 0.20 | |||
Stock based compensation of intrinsic value | $ | ||||
Warrant exercisable | shares | 150,000 | |||
Strategic Alliance Agreement [Member] | ||||
Warrants price per share | $ / shares | $ 0.075 | |||
Warrants issued during the period | shares | 4,400,000 | |||
Officers And Employees [Member] | ||||
Shares issued during period restricted shares | shares | 10,170,000 | |||
Shares issued during period restricted shares, value | $ | $ 28,470 | |||
Investor [Member] | ||||
Number of common stock shares sold | shares | 714,285 | |||
Warrants price per share | $ / shares | $ 0.12 | |||
Warrants issued during the period | shares | 357,142 | |||
Proceeds from issuance of common stock | $ | $ 50,000 | |||
Warrants expiration date | Dec. 31, 2020 | |||
Employee Compensation [Member] | ||||
Shares issued during period restricted shares | shares | 200,000 | |||
Shares issued during period restricted shares, value | $ | $ 4,600 | |||
Options Granted to Employees [Member] | ||||
Stock-based compensation expense | $ |
Common Stock - Summary of Stock
Common Stock - Summary of Stock Awards for Options (Details) - $ / shares | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Stock Options, Outstanding, Beginning balance | 115,000 | 115,000 |
Stock Options, Granted | ||
Stock Options, Exercised | ||
Stock Options, Expired/Cancelled | ||
Stock Options, Outstanding, Ending balance | 115,000 | 115,000 |
Stock Options, Exercisable | 115,000 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 4.50 | $ 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 | $ 4.50 |
Weighted Average Exercise Price, Exercisable | $ 4.50 |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stock Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Warrants, Outstanding, Beginning balance | 6,113,643 | 606,500 |
Warrants, Granted | 13,854,274 | 5,507,143 |
Warrants, Exercised | ||
Warrants, Outstanding, Ending balance | 13,854,274 | 6,113,643 |
Warrants, Exercisable | 13,854,274 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.11 | $ 0.13 |
Weighted Average Exercise Price, Granted | 0.10 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding, Ending | 0.07 | $ 0.11 |
Weighted Average Exercise Price, Exercisable | $ 0.07 |
Common Stock - Schedule of St_2
Common Stock - Schedule of Stock Warrants Outstanding (Details) - Warrant [Member] | 12 Months Ended |
Dec. 30, 2018$ / sharesshares | |
Number of Options, Outstanding | shares | 19,967,917 |
Weighted Average Remaining Contractual Life | 6 years 9 months 22 days |
Number of Options, Exercisable | shares | 19,967,917 |
Range 1 [Member] | |
Range of Exercise Prices, Lower Range Limit | $ 0.01 |
Range of Exercise Prices, Upper Range Limit | $ 0.37 |
Number of Options, Outstanding | shares | 6,113,643 |
Weighted Average Exercise Price | $ 0.07 |
Weighted Average Remaining Contractual Life | 2 years 3 months 22 days |
Number of Options, Exercisable | shares | 6,113,643 |
Weighted Average Exercise Price, Exercisable | $ 0.05 |
Range 2 [Member] | |
Range of Exercise Prices, Upper Range Limit | $ 0.06 |
Number of Options, Outstanding | shares | 13,854,274 |
Weighted Average Exercise Price | $ 0.06 |
Weighted Average Remaining Contractual Life | 4 years 6 months |
Number of Options, Exercisable | shares | 13,854,274 |
Weighted Average Exercise Price, Exercisable | $ 0.06 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Aug. 12, 2016USD ($) | Apr. 02, 2013USD ($)ft² | Dec. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2012USD ($)ft² |
Expiration date of lease | Dec. 27, 2015 | ||||
Debt face value | $ 683,316 | ||||
Notes payable accrued interest rate | 0.00% | ||||
Repayment of debt, periodic payment | $ 5,300 | ||||
Debt maturity date | May 31, 2028 | ||||
Gain on debt extinguishment | $ 220,668 | $ (249,014) | |||
Change in deferred rent past due | 69,614 | ||||
Deferred rent past due, forgiveness | 164,987 | ||||
Gain on termination of note | 220,686 | ||||
Deferred gain | 455,287 | 332,478 | |||
Adjusted Balance [Member] | |||||
Debt face value | 763,262 | ||||
Westfield Topanga Owner, LP [Member] | |||||
Number of square feet for operating lease | ft² | 5,900 | ||||
Topanga [Member] | |||||
Construction reimbursement allowance | $ 475,000 | ||||
Expiration date of lease | Apr. 30, 2022 | ||||
Topanga [Member] | Minimum [Member] | |||||
Percentage of sales range | 7.00% | ||||
Topanga [Member] | Maximum [Member] | |||||
Percentage of sales range | 10.00% | ||||
Glendale II Mall Associates, LLC [Member] | |||||
Number of square feet for operating lease | ft² | 6,000 | ||||
Construction reimbursement allowance | $ 475,000 | ||||
Expiration date of lease | Oct. 31, 2023 | ||||
Debt face value | $ 683,316 | ||||
Notes payable accrued interest rate | 0.00% | ||||
Repayment of debt, periodic payment | $ 5,300 | ||||
Debt maturity date | May 31, 2028 | ||||
Gain on debt extinguishment | $ 220,686 | ||||
Change in deferred rent past due | 69,614 | ||||
Deferred rent past due, forgiveness | 164,987 | ||||
Gain on termination of note | 220,686 | ||||
Deferred gain | 455,287 | 332,472 | |||
Rent expense | $ 353,024 | $ 341,270 | |||
Glendale II Mall Associates, LLC [Member] | Adjusted Balance [Member] | |||||
Debt face value | $ 763,262 | ||||
Glendale II Mall Associates, LLC [Member] | Minimum [Member] | |||||
Percentage of sales range | 4.00% | ||||
Glendale II Mall Associates, LLC [Member] | Maximum [Member] | |||||
Percentage of sales range | 7.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Aggregate Minimum Annual Lease Payments Under Operating Leases (Details) - Deemed Landlord [Member] | Dec. 30, 2018USD ($) |
2019 | $ 437,100 |
2020 | 452,956 |
2021 | 469,398 |
2022 | 279,077 |
Thereafter | 151,172 |
Total | $ 1,789,703 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Mr. Joey Parsi [Member] | ||
Incurred salary Costs | $ 250,000 | $ 300,000 |
Owed for accrued salary | 466,541 | 375,900 |
Mr. Phillip Gay [Member] | ||
Incurred salary Costs | 66,840 | 66,839 |
Owed for accrued salary | $ 10,720 | $ 10,380 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 30, 2018USD ($) | |
Net operating loss carryforwards, expiration date | expire in 2023 |
Federal [Member] | |
Net operating loss | $ 8,103,000 |
State [Member] | |
Net operating loss | $ 8,103,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Tax Expense Computed at Statutory Federal Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Tax provision (benefits) computed at the statutory rate (21% and 34%) | $ (145,000) | $ (256,000) |
State income tax, net of federal benefit | (30,000) | (44,000) |
Change in valuation allowance | 175,800 | 300,800 |
Provision for income tax | $ (2,719) |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Tax Expense Computed at Statutory Federal Tax Rate (Details) (Parenthetical) | 12 Months Ended | |
Dec. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax reconciliation of statutory rate, percent | 21.00% | 34.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 30, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 2,250,000 | $ 1,900,000 |
Depreciation and other | 174,000 | 175,000 |
Total deferred tax assets | 2,424,000 | 2,075,000 |
Valuation allowance | (2,424,000) | (2,075,000) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Number of common stock shares issued services, shares | 1,030,000 | 1,495,774 | |
Number of common stock value issued services, value | $ 19,415 | $ 51,645 | |
Subsequent Event [Member] | |||
Number of common stock shares issued services, shares | 350,000 | ||
Number of common stock value issued services, value | $ 2,800 | ||
Subsequent Event [Member] | Employeement Agreement [Member] | Mr. Joey Parsi [Member] | |||
Annual base salary | $ 225,000 | ||
Warrant exercisable | 25,997,000 | ||
Warrant exercisable, per share | $ 0.0001 | ||
Termination of agreement, description | The employment agreement may be terminated by either party for any reason at any time. If Mr. Parsi's employment is terminated by the Company with or without cause, Mr. Parsi will be entitled to receive a severance payment in the amount of 12 months of his base salary plus all unvested options, warrants and shares. | ||
Subsequent Event [Member] | Employeement Agreement [Member] | Mr. Joey Parsi [Member] | Maximum [Member] | |||
Annual bonus in cash | $ 175,000 | ||
Subsequent Event [Member] | Employeement Agreement [Member] | Mr. Phillip Gay [Member] | |||
Warrant exercisable | 6,000,000 | ||
Warrant exercisable, per share | $ 0.0001 | ||
Annual bonus in cash | $ 75,000 | ||
Termination of agreement, description | If Mr. Gay's employment is terminated by the Company with or without cause, all unvested equity, options and equity grants will be cancelled. The employment agreement with Mr. Gay also contains customary confidentiality provisions and may be terminated by either party for any reason at any time. | ||
Subsequent Event [Member] | Employeement Agreement [Member] | Mr. Phillip Gay [Member] | Warrant [Member] | |||
Vesting percentage | 25.00% |