Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Mar. 25, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'AMERICAN RESTAURANT CONCEPTS INC | ' | ' |
Entity Central Index Key | '0001452872 | ' | ' |
Trading Symbol | 'anpz | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Current Fiscal Year End Date | '--12-29 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-Known Seasoned Issuer | 'No | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 6,455,224 | ' |
Entity Public Float | ' | ' | $1,387,365 |
Document Type | '10-K | ' | ' |
Document Period End Date | 29-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
Assets | ' | ' |
Cash and cash equivalents | $5,062 | $12,358 |
Accounts receivable, net | 8,147 | ' |
Accounts receivable, net - related party | 17,377 | ' |
Notes receivable, current portion | 8,414 | ' |
Notes receivable, current portion - related party | 6,000 | ' |
Total current assets | 45,000 | 12,358 |
Property and equipment, net of accumulated depreciation of $4,674 at December 29, 2013 and December 30, 2012, respectively | ' | ' |
Deposits | 1,100 | ' |
Notes receivable, net of current portion | 7,093 | ' |
Total assets | 53,193 | 12,358 |
Liabilities and stockholders' deficit | ' | ' |
Accounts payable and accrued expenses | 579,130 | 295,931 |
Accrued expenses - related party | 40,066 | 80,108 |
Accrued interest | 1,255 | 90,502 |
Settlement agreements payable | 429,815 | 449,763 |
Notes payable - related party | 127,772 | 72,939 |
Notes payable - in default | 11,000 | 340,664 |
Other current liabilities | 801 | ' |
Total current liabilities | 1,189,839 | 1,329,907 |
Total liabilities | 1,189,839 | 1,329,907 |
Stockholders' deficit: | ' | ' |
Class A common stock - $0.01 par value: 100,000,000 shares authorized, 5,659,418 and 5,315,506 shares issued and outstanding at December 29, 2013 and December 30, 2012, respectively | 56,594 | 53,155 |
Additional paid-in capital | 2,340,736 | 1,554,314 |
Stock subscriptions payable | 139,080 | 90,000 |
Accumulated deficit | -3,673,056 | -3,015,018 |
Total stockholders' deficit | -1,136,646 | -1,317,549 |
Total liabilities and stockholders' deficit | $53,193 | $12,358 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Accumulated depreciation on property and equipment (in dollars) | $4,674 | $4,674 |
Class A common stock, par value (in dollars per share) | $0.01 | $0.01 |
Class A common stock, shares authorized | 100,000,000 | 100,000,000 |
Class A common stock, shares issued | 5,659,418 | 5,315,506 |
Class A common stock, shares outstanding | 5,659,418 | 5,315,506 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 29, 2013 | Dec. 30, 2012 | |
Revenue: | ' | ' |
Net revenue | $472,439 | $393,068 |
Net revenue - related party | 17,377 | 57,878 |
Total net revenue | 489,816 | 450,946 |
Operating expenses: | ' | ' |
Professional fees | 536,191 | 326,203 |
Employee compensation expense | 665,084 | 193,064 |
General and administrative expenses | 240,978 | 191,164 |
Total operating expenses | 1,442,253 | 710,431 |
Loss from operations | -952,437 | -259,485 |
Other income / (expense): | ' | ' |
Interest expense | -37,776 | -58,979 |
Derivative loss | ' | -368 |
Gain on settlement of debt | 320,798 | ' |
Loss on settlement of lawsuit | ' | -35,000 |
Other income | 11,377 | ' |
Total other income / (expense) | 294,399 | -94,347 |
Net loss | ($658,038) | ($353,832) |
Net loss per share - basic and fully diluted (in dollars per share) | ($0.12) | ($0.07) |
Weighted average number of shares outstanding - basic and fully diluted (in shares) | 5,387,641 | 5,080,256 |
Statement_of_Stockholders_Defi
Statement of Stockholders' Deficit (USD $) | Common Stock | Additional Paid-in Capital | Stock Subscriptions Payable | Accumulated Deficit | Total |
Balance at Dec. 25, 2011 | $47,850 | $1,452,783 | $120,000 | ($2,661,186) | ($1,040,553) |
Balance (in shares) at Dec. 25, 2011 | 4,784,966 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock issued for services | 3,705 | 7,968 | ' | ' | 11,673 |
Common stock issued for services (in shares) | 370,572 | ' | ' | ' | ' |
Amortization of stock compensation expense | ' | 37,500 | ' | ' | 37,500 |
Common stock issued upon conversion of promissory notes | 1,174 | 15,426 | ' | ' | 16,600 |
Common stock issued upon conversion of promissory notes (in shares) | 117,397 | ' | ' | ' | ' |
Common stock issued for stock subscriptions payable | 426 | 29,574 | -30,000 | ' | ' |
Common stock issued for stock subscriptions payable (in shares) | 42,571 | ' | ' | ' | ' |
Settlement of derivative liability | ' | 9,811 | ' | ' | 9,811 |
Imputed interest on no-interest loans | ' | 1,252 | ' | ' | 1,252 |
Net loss | ' | ' | ' | -353,832 | -353,832 |
Balance at Dec. 30, 2012 | 53,155 | 1,554,314 | 90,000 | -3,015,018 | -1,317,549 |
Balance (in shares) at Dec. 30, 2012 | 5,315,506 | ' | ' | ' | 5,315,506 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock issued for services | 714 | 49,286 | 49,080 | ' | 99,080 |
Common stock issued for services (in shares) | 71,429 | ' | ' | ' | ' |
Common stock issued upon conversion of promissory notes | 286 | 54,714 | ' | ' | 55,000 |
Common stock issued upon conversion of promissory notes (in shares) | 28,572 | ' | ' | ' | ' |
Common stock issued upon conversion of promissory notes - related party | 2,439 | 473,186 | ' | ' | 475,625 |
Common stock issued upon conversion of promissory notes - related party (in shares) | 243,911 | ' | ' | ' | ' |
Imputed interest on no-interest loans | ' | 11,686 | ' | ' | 11,686 |
Settlement of related-party debt | ' | 197,550 | ' | ' | 197,550 |
Net loss | ' | ' | ' | -658,038 | -658,038 |
Balance at Dec. 29, 2013 | $56,594 | $2,340,736 | $139,080 | ($3,673,056) | ($1,136,646) |
Balance (in shares) at Dec. 29, 2013 | 5,659,418 | ' | ' | ' | 5,659,418 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 29, 2013 | Dec. 30, 2012 | |
Cash flows from operating activities | ' | ' |
Net loss | ($658,038) | ($353,832) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Stock issued for compensation and amortization of stock compensation expense | 99,080 | 49,173 |
Loss on legal judgment | ' | 35,000 |
Amortization of debt discount | ' | 2,023 |
Change in fair value of derivative liability | ' | 368 |
Imputed interest on no-interest loans | 11,686 | 1,252 |
Gain on settlement of debt | -320,798 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -8,147 | 2,156 |
Accounts receivable - related party | -17,377 | ' |
Notes receivable | -7,500 | ' |
Deposits | -1,100 | ' |
Accounts payable and accrued liabilities | 294,237 | 84,703 |
Accrued liabilities - related party | 157,507 | 68,576 |
Settlement agreements payable | -19,948 | ' |
Other current liabilities | 801 | ' |
Net cash used by operating activities | -469,597 | -110,581 |
Cash flows from investing activities | ' | ' |
Issuance of notes receivable | -10,507 | ' |
Issuance of notes receivable - related party | -6,000 | ' |
Repayments of notes receivable | 2,500 | ' |
Net cash used by investing activities | -14,007 | ' |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of notes payable | ' | 50,000 |
Proceeds from issuance of notes payable - related party | 526,308 | 72,939 |
Repayments on notes payable | -50,000 | ' |
Net cash provided by financing activities | 476,308 | 122,939 |
Net (decrease) / increase in cash and cash equivalents | -7,296 | 12,358 |
Cash and cash equivalents, beginning of period | 12,358 | ' |
Cash and cash equivalents, end of period | 5,062 | 12,358 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for income taxes | ' | ' |
Schedule of non-cash financing activities | ' | ' |
Settlement of derivative liability | ' | 9,811 |
Stock issued upon conversion of notes payable | 55,000 | 16,600 |
Stock issued upon conversion of notes payable - related party | 475,626 | ' |
Stock issued for stock subscriptions payable | ' | 30,000 |
Settlement of related-party debt | $197,550 | ' |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 29, 2013 | |
Description Of Business [Abstract] | ' |
Description of Business | ' |
Note 1. Description of Business | |
American Restaurant Concepts, Inc., a Florida corporation (the “Company”), was incorporated in April 2000. The Company’s business is focused on the development of the Dick’s Wings® franchise and the acquisition of financial interests in other restaurant brands. The Dick’s Wings concepts is currently comprised of traditional restaurants like its Dick’s Wings & Grill® restaurants, which are full service restaurants, and its Dick’s Wings Express™ restaurants, which are limited service restaurants that focus on take-out orders, as well as non-traditional units like the Dick’s Wings concession stand that the Company has at EverBank Field. The Company establishes restaurants by entering into franchise agreements with qualified parties and generates revenue by granting franchisees the right to use the name “Dick’s Wings” and offer the Dick’s Wings product line in exchange for royalty payments, franchise fees and area development fees. | |
At December 29, 2013, the Company had 16 franchised restaurants, of which 15 were Dick’s Wings & Grill full service restaurants and one was a Dick’s Wings Express limited service restaurant, and the Dick’s Wings concession stand at EverBank Field. Of the 16 franchised restaurants, 15 were located in Florida and one was located in Georgia. The Company’s concession stand at EverBank Field is located in Florida as well. All of the Company’s restaurants are owned and operated by franchisees, and the Company’s concession stand at EverBank Field is licensed to a third-party operator. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Significant Accounting Policies | ' | ||||||||
Note 2. Significant Accounting Policies | |||||||||
This summary of significant accounting policies is provided to assist the reader in understanding the Company’s financial statements. The financial statements and notes thereto are representations of the Company’s management. The Company’s management is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. | |||||||||
Basis of Presentation | |||||||||
The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. | |||||||||
Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||
Reclassifications | |||||||||
Certain amounts in the Company’s financial statements for 2012 have been reclassified to conform to the 2013 presentation. In addition, Class A common stock and additional paid-in capital at December 30, 2012 have been reclassified to reflect the one-for-seven reverse stock split that the Company completed on November 4, 2013. These reclassifications did not result in any change to the previously reported total assets, net loss or stockholders’ deficit. | |||||||||
Fiscal Year | |||||||||
The Company utilizes a 52- or 53-week accounting period that ends on the last Sunday in December. The fiscal years ended December 29, 2013 and December 30, 2012 were comprised of 52 and 53 weeks, respectively. | |||||||||
Reverse Stock Split | |||||||||
As described in Note 9. Capital Stock, the Company completed a one-for-seven reverse stock split of its shares of common stock on November 4, 2013. All information set forth in the Company’s financial statements and the notes thereto gives effect to the reverse stock split. | |||||||||
Revenue Recognition | |||||||||
The Company’s revenue consists primarily of royalty payments, franchise fees and area development fees that it receives from its franchisees. The Company generates revenue by entering into franchise agreements with parties to build and operate restaurants using the Dick’s Wings® brand within a defined geographical area. The agreements have a 10-year term and can be renewed for one additional 10-year term. The Company provides the use of its Dick’s Wings trademarks and Dick’s Wings system, which includes uniform operating procedures, standards for consistency and quality of products, technical knowledge, and procedures for accounting, inventory control and management, in return for the royalty payments, franchise fees and area development fees. | |||||||||
Franchisees are required to operate their restaurants in compliance with their franchise agreements, which includes adherence to operating and quality control procedures established by the Company. The Company is not required to provide loans, leases, or guarantees to franchisees or the franchisees’ employees and vendors. If a franchisee becomes financially distressed, the Company is not required to provide financial assistance. If financial distress leads to insolvency of the franchisee or the filing of a petition by or against the franchisee under bankruptcy laws, the Company has the right, but not the obligation, to acquire the franchise at fair value as determined by an independent appraiser selected by the Company. Franchisees generally remit royalty payments weekly for the prior week’s sales. Franchise and area development fees are paid upon the signing of the related agreements. | |||||||||
The Company recognizes the royalties, franchise fees and area development fees that it receives as revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed and determinable, and collectability is reasonably assured in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. Royalties are accrued as earned and are calculated each period based on restaurant sales. Franchise fee revenue from individual franchise sales is recognized upon the opening of the franchised restaurant when all material obligations and initial services to be provided by the Company have been performed. Area development fees are dependent upon the number of restaurants in the territory, as are the Company’s obligations under the area development agreement. Consequently, as obligations are met, area development fees are recognized proportionally with expenses incurred with the opening of each new restaurant and any royalty-free periods. | |||||||||
The Company generated revenue of $489,816 and $450,946 during the years ended December 29, 2013 and December 30, 2012, respectively. | |||||||||
Cash Equivalents | |||||||||
The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents in accordance with ASC Topic 305, Cash and Cash Equivalents. The Company had cash and cash equivalents of $5,062 and $12,358 at December 29, 2013 and December 30, 2012, respectively. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable consists primarily of contractually-determined receivables primarily for franchise fees and royalties due from, but not yet paid by, the Company’s franchisees. Accounts receivable, net of the allowance for doubtful accounts, represents the estimated net realizable value of the Company’s accounts receivable. Provisions for doubtful accounts are recorded based on historical collection experience, the age of the receivables and current economic conditions, and are written off when they are deemed uncollectible, all in accordance with ASC Topic 310, Receivables. The Company had accounts receivable, net of the allowance for doubtful accounts, of $25,524 at December 29, 2013. The Company did not have any accounts receivable, net of the allowance for doubtful accounts, at December 30, 2012. The accounts receivable balance at December 29, 2013 was comprised primarily of unpaid royalties due from two of the Company’s franchisees that were behind in their payments, all of which the Company expects to collect in full in early 2014. Accordingly, the allowance for doubtful accounts was zero at December 29, 2013. | |||||||||
Property and Equipment | |||||||||
Property and equipment is stated at cost, less accumulated depreciation and amortization, in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Depreciation and amortization are calculated using the straight-line basis over the estimated useful lives of the related assets. The cost of major improvements to the Company’s property and equipment are capitalized. The cost of maintenance and repairs that do not improve or extend the life of the applicable assets is expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reported in the period realized. | |||||||||
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company had property and equipment of $4,674 and accumulated depreciation of $4,674 at December 29, 2013 and December 30, 2012. | |||||||||
Long-Lived Assets | |||||||||
The Company reviews long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not have any long-lived assets at December 29, 2013 and December 30, 2012. | |||||||||
Financial Instruments | |||||||||
The Company accounts for its financial instruments in accordance with ASC Topic 825, Financial Instruments, which requires the disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other short-term liabilities approximates their respective fair values due to the short-term maturities of these instruments. The carrying amounts of the notes receivable and notes payable also approximates their respective fair values since their terms are similar to those in the lending market for comparable loans with comparable risks. The fair value of related-party transactions is not determinable due to their related-party nature. None of these instruments are held for trading purposes. | |||||||||
Debt Discounts, Deferred Financing Costs and Imputed Interest | |||||||||
The Company accounts for debt discounts and deferred financing costs in accordance with ASC Topic 470, Debt (“ASC 470”). Debt discounts and deferred financing costs are amortized through periodic charges to interest expense over the maximum term of the related financial instrument using the effective interest method. The Company did not incur any amortization of debt discounts and deferred financing costs during the years ended December 29, 2013 and December 30, 2012. | |||||||||
The Company accounts for imputed interest in accordance with ASC Topic 835, Interest. During the years ended December 29, 2013 and December 30, 2012, the Company borrowed funds from a related party pursuant to loans that were interest free and payable on demand. The loans did not have a definite term. Based upon the interest rates charged to the Company for comparable loans made to the Company in the recent past, the Company applied an imputed interest rate of 6% to the loans. In addition, since the loans did not have a definite term, the Company was unable to calculate a discount associated with the loans. As a result, the Company accounted for imputed interest with respect to the loans by recording interest expense as it was incurred. The Company incurred $11,686 and $1,252 of imputed interest during the years ended December 29, 2013 and December 30, 2012, respectively, which was credited to additional paid-in capital since the interest was not payable. | |||||||||
Derivative Financial Instruments | |||||||||
The Company records all derivative financial instruments on its balance sheet at fair value in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Fair values for exchange-traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data, judgment and estimates. | |||||||||
The Company issued a convertible promissory note during the year ended December 25, 2011 and evaluated the terms and conditions of the conversion features contained in the note to determine whether they represented embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the note represented freestanding derivative instruments that met the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the note was reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments in the note was measured at the inception date of the note and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments were recorded as non-operating, non-cash income or expense at each balance sheet date. | |||||||||
The Company used the binomial lattice valuation model to value the conversion features in the convertible promissory note. The binomial lattice valuation model values the embedded derivatives based on a probability-weighted discounted cash flow model. This model is based on future projections of the five primary alternatives possible for settlement of the features included within the embedded derivatives, which are: (i) payments are made in cash, (ii) payments are made in stock, (iii) the holder exercises its rights to convert the note, (iv) the Company exercises its rights to convert the note, and (v) the Company defaults on the note. The Company used the model to analyze the underlying economic factors that influence which of these events will occur, when they are likely to occur, the price of its common stock and specific terms of the note, such as the interest rate and conversion price, that will be in effect when they occur. Based on the analysis of these factors, the Company used the model to develop a set of potential scenarios. Probabilities of each scenario occurring during the remaining term of the note were determined based on management’s projections. These probabilities were used to create a cash flow projection over the term of the note, and to determine the probability that the projected cash flow would be achieved. A discounted weighted-average cash flow for each scenario was then calculated and compared to the discounted cash flow of the note without the embedded derivative in order to determine a value for the embedded derivative. | |||||||||
Fair Value Measurements | |||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the Company’s principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), the Company determines fair value using a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the Company, and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. | |||||||||
The levels of fair value hierarchy are: | |||||||||
Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date; | |||||||||
Level 2: Observable inputs other than quoted prices included in Level 1, such as: (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets and liabilities in markets that are not active, and (iii) other inputs that are observable or can be corroborated by observable market data; and | |||||||||
Level 3: Unobservable inputs for which there is little or no market data available. | |||||||||
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In contrast, the Company considers unobservable data to be data that reflects the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. | |||||||||
Stock-Based Compensation | |||||||||
The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), using the modified prospective transition method. Under this method, compensation expense includes: (a) compensation expense for all stock-based payments granted, but not yet vested, as of January 1, 2006 based on the grant-date fair value, and (b) compensation expense for all stock-based payments granted subsequent to January 1, 2006 based on the grant-date fair value. Such amounts have been reduced to reflect the Company’s estimate of forfeitures of all unvested awards. | |||||||||
The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505, Equity (“ASC 505”). ASC 718 and ASC 505 require that the Company recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by non-employees. | |||||||||
The Company uses the Black-Scholes pricing model to determine the fair value of the stock-based compensation that it grants to employees and non-employees. The Black-Scholes pricing model takes into consideration such factors as the estimated term of the securities, the conversion or exercise price of the securities, the volatility of the price of the Company’s common stock, interest rates, and the probability that the securities will be converted or exercised to determine the fair value of the securities. The selection of these criteria requires management’s judgment and may impact the Company’s net income or loss. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used its share price history to determine volatility and cannot predict what the price of its shares of common stock will be in the future. As a result, the volatility value that the Company calculated may differ from the actual volatility of the price of its shares of common stock in the future. | |||||||||
The Company recognized stock compensation expense of $99,080 and $49,173 during the years ended December 29, 2013 and December 30, 2012, respectively. | |||||||||
Income Taxes | |||||||||
The Company uses the liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized in the future. | |||||||||
Net deferred tax assets consisted of the following components at December 29, 2013 and December 30, 2012: | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 784,758 | $ | 454,317 | |||||
Deferred tax liabilities | --- | --- | |||||||
Valuation allowance | (784,758 | ) | (454,317 | ) | |||||
Net deferred tax asset | $ | --- | $ | --- | |||||
The Company had net operating loss carry-forwards of approximately $2,059,733 and $1,191,663 at December 29, 2013 and December 30, 2012, respectively, that may be offset against future taxable income between the years of 2021 and 2031. No tax benefit has been reported in the December 29, 2013 and December 30, 2012 financial statements because the potential tax benefit is offset by a valuation allowance of the same amount. The Company had no uncertain tax positions at December 29, 2013 and December 30, 2012. | |||||||||
Utilization of net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations contained in the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. On November 2, 2012, William D. Leopold purchased 2,218,572 shares of the Company’s common stock, which represented approximately 41.2% of the outstanding shares of the Company’s common stock on that date, from Michael Rosenberger, who was then serving as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary and sole member of the Company’s board of directors. This transaction could be deemed to have resulted in a change in ownership of the Company. Subsequent ownership changes could further affect the limitation in future years. These annual limitation provisions may result in the expiration of certain net operating losses and credits before utilization. | |||||||||
Recent Accounting Pronouncements | |||||||||
In July 2012, the FASB issued Accounting Standards Update (ASU) No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 simplifies the guidance for impairment testing of indefinite-lived intangible assets other than goodwill and gives companies the option to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Companies electing to perform a qualitative assessment are no longer required to calculate the fair value of an indefinite-lived intangible asset unless the company determines, based on a qualitative assessment, that it is more likely than not that the asset is impaired. This update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012, however, early adoption was permitted. The Company elected not to effect the early adoption of ASU 2012-02. The adoption of this new guidance did not have a significant impact on the Company’s financial statements. | |||||||||
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. AUS 2013-02 became effective prospectively for reporting periods beginning after December 15, 2012. Other than requiring additional disclosures, the adoption of this new guidance did not have a significant impact on the Company’s financial statements. | |||||||||
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-11”). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-11 will not have a significant impact on the Company’s financial statements. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended |
Dec. 29, 2013 | |
Earnings Per Share [Abstract] | ' |
Net Loss Per Share | ' |
Note 3. Net Loss Per Share | |
The Company calculates basic and diluted net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is based on the weighted-average number of shares of the Company’s common stock outstanding during the applicable period, and is calculated by dividing the reported net loss for the applicable period by the weighted-average number of shares of common stock outstanding during the applicable period. Diluted net loss per share is calculated by dividing the reported net loss for the applicable period by the weighted-average number of shares of common stock outstanding during the applicable period, as adjusted to give effect to the exercise or conversion of all potentially dilutive securities outstanding at the end of the applicable period. | |
All of the shares of common stock underlying exercisable or convertible securities that were outstanding at December 29, 2013 and December 30, 2012 were excluded from the computation of diluted net loss per share for the years ended December 29, 2013 and December 30, 2012, respectively, because they were anti-dilutive. As a result, basic net loss per share was equal to diluted net loss per share for the years ended December 29, 2013 and December 30, 2012, respectively. | |
As described in Note 9. Capital Stock, the Company completed a one-for-seven reverse stock split of its common stock on November 4, 2013. Accordingly, the net loss per share, the number of shares outstanding, and the weighted-average number of shares outstanding that are reported in the financial statements and notes thereto for the years ended December 29, 2013 and December 30, 2012 are presented on a post-split basis to give effect to the reverse stock split. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
Derivative Liabilities | ' | ||||
Note 4. Derivative Liabilities | |||||
The Company issued a convertible promissory note during the year ended December 25, 2011 that had conversion features that represented freestanding derivative instruments that met the requirements for liability classification under ASC 815. The Company valued the conversion features in the note under the binomial lattice valuation model. | |||||
The Company recognized a loss of $368 for derivative liabilities during the year ended December 30, 2012. The Company did not recognize any gain or loss for derivative liabilities during the year ended December 29, 2013. The derivative loss incurred during the year ended December 30, 2012 was due primarily to mark to market changes in the value of the derivative liability. | |||||
The following is a summary of changes in the fair market value of the derivative liability during the years ended December 29, 2013 and December 30, 2012: | |||||
Total | |||||
Derivative Liability | |||||
Balance, December 25, 2011 | $ | 9,443 | |||
Increase in derivative value due to issuances of convertible promissory notes | -0- | ||||
Promissory notes converted during period | (9,811 | ) | |||
Changes in fair market value of derivative liabilities | 368 | ||||
Balance, December 30, 2012 | $ | -0- | |||
Increase in derivative value due to issuances of convertible promissory notes | -0- | ||||
Promissory notes converted during period | -0- | ||||
Changes in fair market value of derivative liabilities | -0- | ||||
Balance, December 29, 2013 | $ | -0- | |||
Key assumptions used to value the convertible promissory note issued during the year ended December 25, 2011 were: (i) the conversion amounts determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the Over-the-Counter Bulletin Board (“OTC Bulletin Board”) during the 10 business days immediately preceding the date of conversion, (ii) the projected volatility curve for each valuation period based on the historical volatility of comparable companies, (iii) that an event of default would occur 10% of the time, increasing 1% per month to a maximum of 20%, (iv) that the holder would redeem the note based on the availability of alternative financing, increasing 2% per month to a maximum of 10%, and (v) that the holder would automatically convert the note at maturity if a registration was effective and the Company was not in default. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
Note 5. Fair Value Measurements | |||||||||||||
The Company issued a convertible promissory note during the year ended December 25, 2011 that had conversion features that represented freestanding derivative instruments that met the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the note was reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments in the note was measured at the inception date of the note and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments were recorded as non-operating, non-cash income or expense at each balance sheet date. | |||||||||||||
The following table presents the Company’s derivative liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of December 29, 2013 and December 30, 2012: | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Derivative liabilities – December 29, 2013 | $ | -0- | $ | -0- | $ | -0- | |||||||
Derivative liabilities – December 30, 2012 | $ | -0- | $ | -0- | $ | -0- | |||||||
The following table presents a Level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs as of December 29, 2013 and December 30, 2012: | |||||||||||||
Derivative Liabilities | |||||||||||||
Balance, December 25, 2011 | 9,443 | ||||||||||||
Purchases, sales, issuances and settlements (net) | (9,443 | ) | |||||||||||
Balance, December 30, 2012 | $ | -0- | |||||||||||
Purchases, sales, issuances and settlements (net) | -0- | ||||||||||||
Balance, December 29, 2013 | $ | 0- | |||||||||||
The Company’s other financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities and notes payable. The estimated fair values of the cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other short-term liabilities approximates their respective carrying amounts due to the short-term maturities of these instruments. The estimated fair values of the notes receivable and notes payable also approximates their respective carrying amounts since their terms are similar to those in the lending market for comparable loans with comparable risks. The fair value of related-party transactions is not determinable due to their related-party nature. None of these instruments are held for trading purposes. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||
Dec. 29, 2013 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||
Commitments and Contingencies | ' | |||||
Note 6. Commitments and Contingencies | ||||||
Employment Agreements | ||||||
On January 1, 2012, the Company entered into an employment agreement with Michael Rosenberger pursuant to which Mr. Rosenberger agreed to serve as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary. The agreement was for a term of two years. The Company agreed to pay Mr. Rosenberger an annual base salary of $150,000 during the term of the agreement. In the event Mr. Rosenberger terminated his employment with the Company, or the Company terminated Mr. Rosenberger’s employment without “Cause” (as such term is defined in the agreement), the Company was required to continue paying Mr. Rosenberger his salary for the remainder of the term. | ||||||
On July 12, 2013, the Company entered into a separation agreement with Mr. Rosenberger and Moose River Management, Inc., a company that is wholly owned by Mr. Rosenberger (“Moose River”). The separation agreement became effective on July 31, 2013. | ||||||
Under the terms of the separation agreement, Mr. Rosenberger agreed to resign from his positions as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and from any and all other employment positions that he had with the Company, and agreed to resign as a member of the board of directors of the Company, all effective July 31, 2013. In addition, Moose River agreed to assign to the Company all of the “Dick’s Wings” trademarks (the “Trademarks”) currently being licensed to the Company by Moose River under that certain Trademark License Agreement (the “License Agreement”) dated July 16, 2007 by and between the Company and Moose River. The Company agreed to pay Mr. Rosenberger $10,000 in settlement of all compensation and reimbursement due to Mr. Rosenberger arising out of or in connection with his employment with the Company. In addition, the Company and Mr. Rosenberger agreed to release each other from any and all claims that they may have had against each other. As a result of the execution of the separation agreement, the employment agreement entered into by and between the Company and Mr. Rosenberger on January 1, 2012 terminated on July 31, 2013. The Company recognized settlement of related-party debt of $197,550 in connection therewith during the year ended December 29, 2013, which was credited to additional paid-in capital due to the related-party nature of the transaction. | ||||||
On July 12, 2013, the Company and Mr. Rosenberger also entered into a consulting agreement pursuant to which Mr. Rosenberger agreed to assist the Company with its prior business and future business during a term commencing July 31, 2013 and ending December 31, 2013. In return, the Company agreed to pay Mr. Rosenberger $70,000 on July 31, 2013 and to make payments of $32,500 to Mr. Rosenberger on September 1, 2013, October 15, 2013, December 1, 2013 and December 31, 2013. In the event the Company fails to make one or more of these payments to Mr. Rosenberger in the amounts and on the dates specified in the consulting agreement, ownership of the Trademarks will revert back to Moose River and the License Agreement will continue in full force and effect. The consulting agreement became effective on July 31, 2013. | ||||||
On January 22, 2013, the Company appointed Richard W. Akam to serve as its Chief Operating Officer. In connection therewith, the Company entered into an employment agreement with Mr. Akam pursuant to which it agreed to pay him an annual base salary of $150,000, subject to annual adjustment and discretionary bonuses, plus certain standard and customary fringe benefits. The initial term of the employment agreement is for one year and automatically renews for additional one year terms until terminated by Mr. Akam or the Company. | ||||||
The employment agreement provides that, on July 22, 2013, the Company would grant Mr. Akam shares of its common stock equal in value to $50,000 if Mr. Akam is continuously employed by the Company through that date. The number of shares of common stock that the Company would issue to Mr. Akam would be calculated based on the last sales price of the Company’s common stock as reported on the OTC Bulletin Board on July 22, 2013. The employment agreement also provides that the Company will grant Mr. Akam additional shares of its common stock equal in value to $50,000 on January 1st of each year thereafter if Mr. Akam is continuously employed by the Company through January 1st of the applicable year. The number of shares of common stock that the Company will issue to Mr. Akam for each applicable year will be calculated based on the average of the last sales price of shares of the Company’s common stock as reported on the OTC Bulletin Board for the month of January of the applicable year. | ||||||
Notwithstanding the above, and in connection therewith, Mr. Akam agreed that the number of shares that may be earned by him under his employment agreement in connection with any particular grant shall be equal to the lesser of: (i) 71,429 shares of common stock, or (ii) the number of shares of common stock calculated by dividing $50,000 by the closing price of the Company’s common stock on the day immediately preceding the date the Company’s obligation to issue the shares to him fully accrues. Mr. Akam also agreed that in the event the Company is unable to fulfill its obligation to issue all of the shares earned by him with respect to any particular grant because it does not have enough shares of common stock authorized and available for issuance, (i) Mr. Akam will not require the Company to issue more shares of common stock than are then authorized and available for issuance by the Company, and (i) the Company may settle any liability to Mr. Akam created as a result thereof in cash. | ||||||
In the event the Company terminates Mr. Akam’s employment without “cause” (as such term is defined in the employment agreement), Mr. Akam will be entitled to receive the following severance compensation from the Company: (i) if the Company terminates Mr. Akam’s employment during the first year of his employment with the Company, that amount of compensation equal to the salary payable to Mr. Akam during that year, (ii) if the Company terminates Mr. Akam’s employment during the second year of his employment with the Company, that amount of compensation equal to nine months of the salary payable to Mr. Akam during that year, (iii) if the Company terminates Mr. Akam’s employment during the third year of his employment with the Company, that amount of compensation equal to six months of the salary payable to Mr. Akam during that year, and (iv) if the Company terminates Mr. Akam’s employment after the third year of his employment with the Company, that amount of compensation equal to three months of the salary payable to Mr. Akam during the year that such termination occurs. Mr. Akam will not be entitled to receive any severance compensation from the Company if the Company terminates his employment for “cause” or as a result of his disability, or if Mr. Akam resigns from his employment with the Company. | ||||||
The employment agreement also contains customary provisions that provide that, during the term of Mr. Akam’s employment with the Company and for a period of one year thereafter, Mr. Akam is prohibited from disclosing confidential information of the Company, soliciting Company employees and certain other persons, and competing with the Company. | ||||||
On July 22, 2013, the Company issued 71,429 shares of its common stock to Richard Akam pursuant to the terms of the employment agreement. | ||||||
On July 31, 2013, the Company appointed Richard Akam as its Chief Executive Officer, Chief Financial Officer and Secretary. The Company and Mr. Akam did not amend the employment agreement in connection with the above appointments, and Mr. Akam is not receiving any additional compensation in connection with the above appointments. | ||||||
On August 19, 2013, the Company appointed Daniel Slone as the Company’s Chief Financial Officer. The Company agreed to pay Mr. Slone an annual base salary of $1.00 in connection with his appointment. The Company did not enter into an employment agreement with Mr. Slone. In connection therewith, on August 19, 2013, Richard Akam resigned as the Company’s Chief Financial Officer. Mr. Akam retained his positions as the Company’s Chief Executive Officer, Chief Operating Officer and Secretary. | ||||||
Operating Leases | ||||||
In January 2013, the Company entered into a commercial lease with GGRD II, LLC for its corporate headquarters located at 13453 North Main Street, Jacksonville, Florida pursuant to which the Company leases approximately 1,800 square feet of space. The lease provides for a fixed monthly rent payment of $1,100 and expires on January 31, 2015. | ||||||
Future minimum annual payments under the lease as of December 29, 2013 are as follows: | ||||||
Lease | ||||||
Year | Payment | |||||
2014 | $ | 13,200 | ||||
2015 | 1,100 | |||||
2016 | -0- | |||||
2017 | -0- | |||||
2018 | -0- | |||||
Thereafter | -0- | |||||
Total | $ | 14,300 |
Notes_Receivable
Notes Receivable | 12 Months Ended |
Dec. 29, 2013 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | ' |
Notes Receivable | ' |
Note 7. Notes Receivable | |
In May and June 2013, the Company made loans to certain of its franchisees in the aggregate principal amount of $40,507 to assist them with the payment of franchise fees owed to the Company and to assist them with the payment of a variety of other business expenses incurred by the franchisees in running their respective restaurants. The loans are for terms ranging from one year to three years in duration, are payable in monthly installments, and do not require the payment of any interest. Loans in the aggregate amount of $10,507 are secured by equipment, licenses and other assets owned by the respective franchisees. Payments in the aggregate amount of $25,000 were made against the loans during the year ended December 29, 2013. | |
In December 2013, the Company loaned $6,000 to DWG Acquisition, LLC, a Florida limited liability company. The loan is interest free and payable on demand. No payments were made against the loan during the year ended December 29, 2013. | |
The carrying value of the Company’s outstanding notes receivable was $21,507 at December 29, 2013. The Company did not have any notes receivable outstanding at December 30, 2012. | |
A total of $7,500 of the notes receivable are reflected in cash flows from operating activities because the loans were made to assist the respective franchisees with the payment of franchisee fees owed to the Company. The remaining balance of $14,007 of the notes receivable are reflected in cash flows from investing activities because the loans were not made in connection with the payment of franchise fees, royalties or other revenue owed to the Company. |
Debt_Obligations
Debt Obligations | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Obligations | ' | ||||||||
Note 8. Debt Obligations | |||||||||
The carrying value of the Company’s outstanding promissory notes, net of unamortized discount, was $138,772 and $413,603 at December 29, 2013 and December 30, 2012, respectively, of which $11,000 and $340,664, respectively, was in default on those dates. Accrued interest under the Company’s outstanding promissory notes was $1,255 and $90,502 at December 29, 2013 and December 30, 2012, respectively. | |||||||||
A summary of the terms of the promissory notes that were outstanding at December 29, 2013 and December 30, 2012, respectively, is provided below. | |||||||||
In October 2008, the Company entered into a loan agreement with Bank of America, N.A. (“Bank of America”) for an original principal amount of $338,138 pursuant to which the Company consolidated five separate loans that Bank of America had made to the Company prior to that date. The loan bore interest at a rate of 7% per annum and required equal monthly payments of principal and interest of $6,711 per month until November 3, 2013. The loan was secured by substantially all of the Company’s assets and was guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts, Inc. (“Hot Wings Concepts”). In February 2010, the Company entered into a forbearance agreement with Bank of America pursuant to which the Company agreed to pay $50,000 towards the outstanding balance of the loan and make monthly interest payments until November 15, 2010, at which time the entire loan would become due and payable. In February 2011, the Company entered into an amendment to the forbearance agreement with Bank of America pursuant to which the Company agreed to make monthly payments of interest only until December 3, 2011, at which time the entire loan would become due and payable, and agreed to pay a forbearance extension fee of $5,000. In June 2011, Bank of America agreed to accept payments of $2,000 per month to be applied towards the outstanding principal until January 8, 2012, at which time the full balance of the loan was required to be paid off in full. | |||||||||
In March 2013, the Company entered into a settlement and release agreement with Bank of America pursuant to which the Company paid $50,000 to Bank of America in full and final settlement of all outstanding principal, accrued but unpaid interest, and all other claims and amounts owed to Bank of America in connection with the loan. As part of the settlement agreement, the Company and the guarantors of the loan, on the one hand, and Bank of America, on the other hand, granted each other a release from any and all current and future claims related to the loan and the loan agreement. The Company owed a total of $370,798 of principal, accrued interest and other claims to Bank of America in connection with the loan on the date the settlement agreement was executed. Accordingly, the Company recognized a gain on settlement of debt of $320,798 in connection therewith during the year ended December 29, 2013. | |||||||||
During the fourth quarter of 2008, the Company issued promissory notes to four investors for a total original principal amount of $11,000 in return for aggregate cash proceeds of $11,000. The notes bear interest at a rate of 6% per annum and provide for the payment of all principal and interest three years after the date of the respective notes. The notes provide for the payment of a penalty in an amount equal to 10% of the principal amount of the notes in the event they are not paid by the end of the term. These notes are currently in default. | |||||||||
In May 2011, the Company entered into a securities purchase agreement with Asher Enterprises, Inc. (“Asher Enterprises”) pursuant to which the Company issued a convertible promissory note to Asher Enterprises for an original principal amount of $40,000 in return for aggregate gross cash proceeds of $40,000. The note bore interest at a rate of 8% per annum and provided for the payment of all principal and interest on February 9, 2012. The note was convertible at the election of Asher Enterprises into that number of shares of the Company’s common stock determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the OTC Bulletin Board during the 10 business days immediately preceding the date of conversion, subject to adjustment. In November 2011, Asher Enterprises converted $10,000 of the principal amount of the note into 32,468 shares of the Company’s common stock. In December 2011, Asher Enterprises converted an additional $15,000 of the principal amount of the note into 97,403 shares of common stock. In January 2012, Asher Enterprises converted the remaining $15,000 of the principal amount of the note along with $1,600 of accrued interest into a total of 117,398 shares of common stock in full payment of the remaining principal and interest on the note. No gain or loss was recognized in connection with any of the conversions because they were made in accordance with the terms of the note. | |||||||||
In January 2012, the Company issued a promissory note to The Carl Collins Trust for an original principal amount of $50,000 in return for aggregate gross cash proceeds of $50,000. The note bore interest in an amount equal to $5,000 and provided for the payment of all principal and interest on March 6, 2012. The note was secured by: (i) all royalties payable to the Company by its franchisees that accrued prior to December 2, 2011, but had not been paid to the Company by January 6, 2012, and (ii) 142,858 shares of the Company’s common stock that had been issued to Raymond H. Oliver. | |||||||||
On October 4, 2013, the note was assigned by The Carl Collins Trust to Brusta Investments, LLC (“Brusta Investments”) and D. Dale Thevenet. | |||||||||
On November 1, 2013, the Company entered into a settlement agreement and release with Brusta Investments and Mr. Thevenet. Under the terms of the Settlement Agreement, the Company agreed to issue 21,429 shares of its common stock to Brusta Investments and 7,143 shares of its common stock to Mr. Thevenet in full payment of all principal, accrued interest and all other amounts due and payable under the note. In addition, Brusta Investments and Mr. Thevent agreed to release the Company from any and all claims that they may have against the Company with respect to the note. A total of $55,000 of principal and accrued interest was outstanding under the note on November 1, 2013. No gain or loss was recognized in connection with the repayment of the note during the year ended December 29, 2013 because the value of the shares of common stock issued to Brusta Investments and Mr. Thevenet was equal to the value of the principal, accrued interest and all other amounts due and payable under the note. | |||||||||
From January 2012 to September 13, 2013, Blue Victory Holdings, Inc., a Nevada corporation (“Blue Victory”), made loans to the Company for a total of $415,316. The loans were interest free and payable on demand. | |||||||||
On September 13, 2013, the Company entered into a loan agreement with Blue Victory pursuant to which Blue Victory agreed to extend a revolving line of credit facility to the Company for up to $1 million. Under the terms of the loan agreement, Blue Victory agreed to make loans to the Company in such amounts as the Company may request from time to time, provided that the total amount of loans requested in any calendar month may not exceed $150,000. All loan requests are subject to approval by Blue Victory. The Company may use the proceeds from the credit facility for general working capital purposes. | |||||||||
The credit facility is unsecured, accrues interest at a rate of 6% per annum, and will terminate upon the earlier to occur of the fifth anniversary of the loan agreement or the occurrence of an event of default (the “Termination Date”). The outstanding principal balance of the credit facility and any accrued and unpaid interest thereon are payable in full on the Termination Date. Loans may be prepaid by the Company without penalty and borrowed again at any time prior to the Termination Date. The obligation of the Company to pay the outstanding balance of the credit facility is evidenced by a promissory note that was issued by the Company to Blue Victory on September 13, 2013. | |||||||||
Blue Victory has the right, at any time on or after September 13, 2013, to convert all or any portion of the outstanding principal of the credit facility, together with accrued interest payable thereon, into shares of the Company’s common stock at a conversion rate equal to: (i) the closing price of the common stock on the date immediately preceding the conversion date if the common stock is then listed on the OTC Bulletin Board or a national securities exchange, (ii) the average of the most recent bid and ask prices on the date immediately preceding the conversion date if the common stock is then listed on any of the tiers of the OTC Markets Group, Inc., or (iii) in all other cases, the fair market value of the common stock as determined by the Company and Blue Victory. Notwithstanding the above, in the event the Company does not have adequate shares of common stock authorized and available for issuance to be able to fulfill a conversion request, or the Company would breach its obligations under the rules or regulations of any trading market on which its shares of common stock are then listed if it fulfilled a conversion request, Blue Victory will amend the conversion notice to reduce the amount of principal and/or interest for which the conversion was requested to that amount for which an adequate number of shares of common stock is authorized and available for issuance by the Company. | |||||||||
As of September 13, 2013, the Company had outstanding loans from Blue Victory that were interest free and payable on demand in the aggregate amount of $415,316. Pursuant to the terms of the loan agreement, these loans were reflected as loans outstanding under the loan agreement. Accordingly, the outstanding principal amount of the credit facility on September 13, 2013 was $415,316. | |||||||||
Between September 14, 2013 and November 5, 2013, the Company borrowed an additional $56,971 under the credit facility. | |||||||||
On November 5, 2013, the Company had a total of $475,626 of principal and accrued but unpaid interest outstanding under the credit facility. On that date, Blue Victory converted all of the outstanding principal and accrued interest into a total of 243,911 shares of the Company’s common stock. No gain or loss was recognized in connection with the conversion because the conversion was made in accordance with the terms of the credit facility. | |||||||||
Between November 6, 2013 and December 29, 2013, the Company borrowed an additional $122,722 under the credit facility. Accordingly, as of December 29, 2013, the outstanding principal amount of the credit facility was $122,772. The Company incurred $11,686 of imputed interest on the no-interest loans made to the Company by Blue Victory during the year ended December 29, 2013, which was credited to additional paid-in capital since the interest is not payable. | |||||||||
In December 2013, the Company borrowed $5,000 from Star Brands II, a Louisiana limited liability company. The loans are interest free and payable on demand. | |||||||||
The carrying value of the Company’s outstanding promissory notes, net of unamortized discount, was $138,772 and $413,603 at December 29, 2013 and December 30, 2012, respectively, as follows: | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Notes payable – related party | $ | 127,772 | $ | 72,939 | |||||
Notes payable – in default | 11,000 | 340,664 | |||||||
Total notes payable, net | $ | 138,772 | $ | 413,603 |
Capital_Stock
Capital Stock | 12 Months Ended |
Dec. 29, 2013 | |
Stockholders Equity Note [Abstract] | ' |
Capital Stock | ' |
Note 9. Capital Stock | |
The Company’s authorized capital consisted of 100,000,000 shares of Class A common stock, par value $0.01 per share, at December 29, 2013 and December 30, 2012, respectively, of which 5,659,418 and 5,315,506 shares of common stock were outstanding at December 29, 2013 and December 30, 2012, respectively. | |
Reverse Stock Split | |
On October 24, 2013, the Company filed articles of amendment to its articles of incorporation, as amended, to implement a one-for-seven reverse stock split of its shares of Class A common stock. The ratio for the reverse stock split was determined by the Company’s board of directors pursuant to the approval of the Company’s stockholders at a special meeting of stockholders that was held on October 21, 2013. At that meeting, the Company’s stockholders approved a proposal to amend the Company’s articles of incorporation, as amended, to complete a reverse stock split of the Company’s common stock at any whole number ratio of between 1-for-5 and 1-for-50, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Company’s board of directors, in its discretion, following stockholder approval, but not later than December 31, 2014. The reverse stock split was completed on November 4, 2013, on which date the Company’s common stock began trading on the OTCQB market tier of the “pink sheets” maintained by the OTC Markets Group, Inc. on a post-split basis. | |
As a result of the reverse stock split, every seven shares of the Company’s issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock without any further action on the part of the Company’s stockholders. The number of shares authorized for issuance and the par value of the shares did not change. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. The reverse stock split did not affect any stockholder’s percentage ownership interest or proportionate voting power or other rights in the Company’s common stock, except to the extent that any stockholder received whole shares in lieu of fractional shares. | |
Stock Issuances | |
In January 2012, Asher Enterprises converted the remaining $15,000 of the principal amount of the convertible promissory note that the Company had issued in May 2011 along with $1,600 of accrued interest into a total of 117,397 shares of common stock in full payment of the remaining principal and interest on the note. A description of the note is set forth herein under Note 8. Debt Obligations. | |
In July 2012, the Company issued a total of 370,572 shares of common stock to several consultants as payment for services. The shares were valued at the closing price of the Company’s common stock on the date the issuances were approved by the Company’s board of directors for total consideration of $11,673, all of which was recognized as expense during the year ended December 30, 2012. | |
In July 2012, the Company issued a total of 42,571 shares of common stock to four individuals for stock subscriptions payable. The Company did not recognize any gain or loss in connection with the issuance of the shares because the shares were issued in accordance with the terms of the previously recorded stock subscriptions payable. | |
In January 2013, the Company appointed Richard W. Akam to serve as its Chief Operating Officer. In connection therewith, the Company entered into an employment agreement with Mr. Akam. The employment agreement provides in part that on July 22, 2013, the Company would grant Mr. Akam shares of its common stock equal in value to $50,000 if Mr. Akam is continuously employed by the Company through that date. The number of shares of common stock that the Company would issue to Mr. Akam would be calculated based on the last sales price of the Company’s common stock as reported by the OTC Bulletin Board on July 22, 2013. On July 22, 2013, the Company issued 71,429 shares of common stock to Mr. Akam. The Company recognized $50,000 of stock compensation expense in connection therewith during the year ended December 29, 2013. | |
The employment agreement between the Company and Mr. Akam also provides that the Company will grant Mr. Akam additional shares of its common stock equal in value to $50,000 on January 1st of each year thereafter if Mr. Akam is continuously employed by the Company through January 1st of the applicable year. The number of shares of common stock that the Company will issue to Mr. Akam for each applicable year will be calculated based on the average of the last sales price of shares of the Company’s common stock as reported on the OTC Bulletin Board for the month of January of the applicable year. The Company recognized $49,080 of stock compensation expense in connection therewith during the year ended December 29, 2013, all of which was credited to stock subscriptions payable. A description of the employment agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In November 2013, the Company issued a total of 28,572 shares of common stock to Brusta Investments and D. Dale Thevenet pursuant to the terms of a settlement agreement in full payment of $55,000 of principal and accrued interest that was outstanding under the promissory note that had originally been issued by the Company to The Carl Collins Trust in January 2012. A description of the promissory note and settlement agreement is set forth herein under Note 8. Debt Obligations. | |
In November 2013, the Company issued a total of 243,911 shares of common stock to a limited number of accredited investors upon Blue Victory’s conversion of $475,626 of principal and accrued but unpaid interest outstanding under the credit facility entered into between the Company and Blue Victory in September 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. |
Stock_Options_and_Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 29, 2013 | |
Stock Options and Warrants [Abstract] | ' |
Stock Options and Warrants | ' |
Note 10. Stock Options and Warrants | |
The Company did not issue any stock options exercisable into shares of the Company’s common stock during the years ended December 29, 2013 and December 30, 2012, and no stock options were exercised or outstanding during the years ended December 29, 2013 and December 30, 2012. The Company did not issue any warrants exercisable into shares of the Company’s common stock during the years ended December 29, 2013 and December 30, 2012, no warrants were exercised during the years ended December 29, 2013 and December 30, 2012, and no warrants were outstanding during the year ended December 29, 2013. | |
Warrants exercisable into a total of 338,000 shares of the Company’s common stock were outstanding on December 30, 2012. The warrants had an exercise price of $1.25 per share, were exercisable during the period commencing on the date of grant and ending December 31, 2012, and expired at the end of the exercise period. |
Stock_Compensation_Plans
Stock Compensation Plans | 12 Months Ended |
Dec. 29, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stock Compensation Plans | ' |
Note 11. Stock Compensation Plans | |
In August 2011, the Company adopted the American Restaurant Concepts, Inc. 2011 Stock Incentive Plan. Under the plan, 1,214,286 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards. As of December 29, 2013, 142,858 shares of the Company’s common stock remained available for issuance under the plan. The plan terminates in August 2021. On August 18, 2011, the Company filed a registration statement on Form S-8, File No. 333-176383, with the SEC covering the public sale of all 1,214,286 shares of common stock available for issuance under the plan. |
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 29, 2013 | |
Related Party Transactions [Abstract] | ' |
Related-Party Transactions | ' |
Note 12. Related-Party Transactions | |
The Company was a party to a franchise agreement with Hot Wings Concepts for the operation of two Dick’s Wings restaurants in the greater Jacksonville, Florida area. Hot Wings Concepts is owned by Michael Rosenberger, who served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, and as a member of the Company’s board of directors, at the time the parties entered into the agreement and throughout the duration of the franchise agreement. The terms of the franchise agreement were identical to those of the franchise agreements that the Company had entered into with unrelated franchisees, except that the Company did not require Hot Wings Concepts to pay an initial franchise fee to the Company. Hot Wings Concepts transferred the ownership rights in the restaurants covered by the franchise agreement to unrelated third parties prior to December 30, 2012. As a result, the Company did not generate any revenue through Hot Wings Concepts during the year ended December 29, 2013. The Company generated revenue of $57,878 from the restaurants operated by Hot Wings Concepts during the year ended December 30, 2012. | |
In June 2007, the Company entered into a license agreement with Moose River, which is wholly owned by Michael Rosenberger, pursuant to which the Company licensed the U.S. registered trademarks “Dick’s Wings,” “Dick’s Wings & Grill” and design, and “Dick’s Wings Express” and design, and the Florida registered trademark “Dick’s Wings” and design. The Company paid Moose River $100 as consideration for the license. The license agreement was for a term of 50 years and was renewable for an additional term of 50 years. Mr. Rosenberger served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, and as a member of the Company’s board of directors, at the time the parties entered into the agreement and throughout the duration of the license agreement. In July 2013, Mr. Rosenberger assigned all of the trademarks to the Company. A description of the trademark assignment is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In October 2008, the Company entered into a loan agreement with Bank of America for an original principal amount of $338,138. The loan accrued interest at a rate of 7% per annum, was secured by substantially all of the Company’s assets, and was guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts. Mr. Rosenberger served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, and as a member of the Company’s board of directors, when the loan agreement was executed and throughout the duration of the loan agreement. In March 2013 the Company entered into a settlement and release agreement with Bank of America pursuant to which the Company paid $50,000 in full and final settlement of all outstanding principal, accrued but unpaid interest, and all other claims and amounts owed to Bank of America under the loan agreement. A description of the loan agreement and the settlement and release agreement is set forth herein under Note 8. Debt Obligations. | |
In January 2012, the Company entered into an employment agreement with Michael Rosenberger, who served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, and as a member of the Company’s board of directors, from April 25, 2000 to July 31, 2013. In July 2013, the Company entered into a separation agreement and consulting agreement with Mr. Rosenberger in connection with his resignation from all such positions with the Company and as a member of the Company’s board of directors. A description of the employment agreement, separation agreement and consulting agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In January 2013, the Company entered into an employment agreement with Richard W. Akam in connection with his appointment as the Company’s Chief Operating Officer. Mr. Akam currently serves as the Company’s Chief Executive Officer, Chief Operating Officer and Secretary. A description of the employment agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In July 2013, the Company entered into a sponsorship agreement with the Jacksonville Jaguars, LLC and, in connection therewith, in August 2013, entered into a subcontractor concession agreement with Levy Premium Foodservice Limited Partnership. The Company subsequently assigned all of its rights and obligations under the concession agreement to DWG Acquisitions, LLC, a Florida limited liability company (“DWG Acquisitions”), in return for a fee of $2,000 per month for each full or partial month during which the concession agreement is in effect. Seenu G. Kasturi owns approximately 6.7% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. The Company generated revenue of $10,000 from DWG Acquisitions during the year ended December 29, 2013, all of which was reflected in accounts receivable at December 29, 2013. | |
In September 2013, the Company entered into a loan agreement with Blue Victory pursuant to which Blue Victory agreed to extend a revolving line of credit facility to the Company for up to $1 million. The credit facility is unsecured, accrues interest at a rate of 6% per annum, and will terminate upon the earlier to occur of the fifth anniversary of the loan agreement or the occurrence of an event of default. Blue Victory has the right, at any time on or after September 13, 2013, to convert all or any portion of the outstanding principal of the credit facility, together with accrued interest payable thereon, into shares of the Company’s common stock. Seenu G. Kasturi owns approximately 6.7% of the Company’s common stock and 90% of the equity interests in Blue Victory. He also serves as the President, Treasurer and Secretary, and as the sole member of the board of directors, of Blue Victory. Fred Alexander serves as a member of the Company’s board of directors and as an executive officer of Blue Victory, and Daniel Slone serves as the Company’s Chief Financial Officer and as the controller of Blue Victory. The Company had total loans of $122,772 outstanding under the credit facility as of December 29, 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |
In October 2013, DWG Acquisitions became the franchisee of the Dick’s Wings restaurant located in the Nocatee development in Ponte Vedra, Florida. In connection therewith, DWG Acquisitions entered into a franchise agreement with the Company. The terms of the franchise agreement were identical to those of the franchise agreements that the Company enters into with unrelated franchisees, except that the Company did not require DWG Acquisitions to pay a franchise fee to the Company. Seenu G. Kasturi owns approximately 6.7% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. The Company generated a total of $7,377 in royalties from DWG Acquisitions during the year ended December 29, 2013, all of which was reflected in accounts receivable at December 29, 2013. | |
In December 2013, the Company loaned $6,000 to DWG Acquisitions. The loan was interest free and payable on demand. Seenu G. Kasturi owns approximately 6.7% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. A description of the loan is set forth herein under Note 7. Notes Receivable. | |
In December 2013, the Company borrowed $5,000 from Star Brands II, LLC, a Louisiana limited liability company (“Star Brands II”). The loan was interest free and payable on demand. Seenu G. Kasturi owns approximately 6.7% of the Company’s common stock and 70% of the equity interests in Star Brands II. He also serves as the Manager of Star Brands II. A description of the loan is set forth herein under Note 8. Debt Obligations. |
Judgments_in_Legal_Proceedings
Judgments in Legal Proceedings | 12 Months Ended |
Dec. 29, 2013 | |
Judgment In Legal Proceedings [Abstract] | ' |
Judgments in Legal Proceedings | ' |
Note 13. Judgments in Legal Proceedings | |
On October 28, 2009, the Company initiated a legal proceeding entitled American Restaurant Concepts, Inc. v. Cala, et al was filed in in the United States District Court for the Middle District of Florida, Jacksonville Division, in Duval County. In the complaint, the Company alleged damages for trademark infringement. Also on that date, a legal proceeding entitled Cala v. Rosenberger et al. was filed with the Fourth Judicial Circuit Court in and for Duval County, Florida. In the complaint, the plaintiff alleged damages for breach of contract. In January 2010, the parties to each of the actions entered into a settlement agreement with respect to both actions pursuant to which the Company agreed to pay $250,000 in full settlement of the legal proceedings. In early 2010, Cala breached the terms of the settlement agreement, relieving the Company of any further obligations under the settlement agreement. The Company made total payments of $40,000 under the settlement agreement prior to the breach by Cala. Accordingly, the remaining balance of $210,000 under the settlement agreement was reflected in settlement agreements payable at December 29, 2013. | |
On February 25, 2011, a legal proceeding entitled Duval Station Investment, LLC v. Hot Wing Concepts, Inc. d/b/a Dick’s Wings and Grill, and American Restaurant Concepts, Inc. was filed with the Fourth Judicial Circuit Court in and for Duval County, Florida. In the complaint, the plaintiff alleged damages for breach of guaranty. On October 4, 2011, a final judgment was entered by the court in favor of the plaintiff in the amount of $161,747, and on November 11, 2011 a final judgment for attorneys’ fees and costs was entered in favor of the plaintiff in the amount of $33,000. These judgments, together with accrued interest of $2,369 thereon, resulted in a total loss from legal proceedings of $197,116 during the year ended December 25, 2011. This loss was reflected in settlement agreements payable at December 29, 2013 and December 30, 2012. Interest expense in the amount of $11,241 was accrued on the outstanding balance of the settlement agreement payable during the year ended December 29, 2013. The interest expense was credited to settlement agreements payable. | |
On November 30, 2012, a mediation settlement agreement was entered into by and among Summercove, Inc. d/b/a Capodice & Associates, as plaintiff, and the Company, Michael Rosenberger and Robert Shaw, as defendants, with respect to a legal proceeding entitled Summercove, Inc. d/b/a/ Capodice & Associates v. American Restaurant Concepts, Inc. d/b/a Dick’s Wings & Grill, et al., filed in the Circuit Court for Sarasota County, Florida. Under the terms of the agreement, the Company and Messrs. Rosenberger and Shaw agreed to pay a total of $35,000 in seven monthly installments of $5,000 commencing December 5, 2012. This settlement, together with accrued mediator costs of $1,190, resulted in a total loss from legal proceedings of $36,190 during the year ended December 30, 2012. This loss was reflected in settlement agreements payable at December 30, 2012. The Company paid $5,000 of the settlement amount during the year ended December 30, 2012, and paid the remaining balance of $31,190 during the year ended December 29, 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 29, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 14. Subsequent Events | |
On January 1, 2014, Richard W. Akam, the Company’s Chief Executive Officer and Chief Operating Officer, earned 28,433 shares of common stock under the terms of his employment agreement with the Company. | |
On January 20, 2014, the Company entered into a contribution agreement with Paradise on Wings Franchise Group, LLC, a Utah limited liability company that is the franchisor of the Wing Nutz® brand of restaurants (“Paradise on Wings”). In connection with the execution of the contribution agreement, on January 20, 2014, the Company and the incumbent members of Paradise on Wings entered into an amended and restated operating agreement of Paradise on Wings to reflect the terms of the contribution agreement. The transactions contemplated by the contribution agreement and operating agreement were completed on January 20, 2014. | |
Under the terms of the contribution agreement, the Company (sometimes referred to herein as the “Class B Member”) acquired 117.65 Class B membership interests in Paradise on Wings, representing all of the outstanding Class B membership interests and a 50% ownership interest in Paradise on Wings (the “Class B Membership Interests”). The incumbent members of Paradise on Wings (the “Class A Members”) converted their existing membership interests into a total of 117.65 Class A membership interests in Paradise on Wings, representing all of the outstanding Class A membership interests and a 50% ownership interest in Paradise on Wings (the “Class A Membership Interests”). | |
The Company agreed to pay $400,000 in cash, of which $350,000 was paid prior to closing and $50,000 was due upon closing, and $400,000 in shares of the Company’s common stock to Paradise on Wings in consideration for the Class B Membership Interests (the “Capital Contribution”). The shares of common stock (the “ARC Shares”) were valued based upon the opening bid price of the common stock on the OTCmarkets.com on the morning of the closing date, which was $1.70 per share. Accordingly, the Company issued 235,295 shares of common stock to Paradise on Wings on the closing date. | |
Under the operating agreement, the power to manage the business and affairs of Paradise on Wings has been vested in the managers of Paradise on Wings. The Class A Members may appoint up to two managers, which manager(s) shall have a total of 50% of the vote of all managers. The Company, as the owner of all of the Class B Membership Interests, may appoint one manager who shall have a total of 50% of the vote of all managers. Notwithstanding the foregoing, the Contributed Capital may not be used to pay salaries or bonuses to any of the Class A Members or Class B Members, and the vote of 60% of the total outstanding Class A Membership Interests and Class B Membership Interests is required in the event Paradise on Wings wishes to use the Contributed Capital for any permitted purpose. | |
The Class A Membership Interests are identical to the Class B Membership Interests in all respects except that the Class A Membership Interests have a preferred right to distributions from Paradise on Wings with respect to the ARC Shares. The Class A Members, through their ownership of the Class A Membership Interests, are entitled to receive a total of 50% of all items of income, gain, losses, deductions and expenses (including 100% of any such items associated with the ARC Shares), and the Company, through its ownership of the Class B Membership Interests, is entitled to receive 50% of all items of income, gain, losses, deductions and expenses (with the exception of any such items associated with the ARC Shares). | |
Between December 30, 2013 and January 21, 2014, the Company borrowed an additional $444,890 under the credit facility. | |
On January 21, 2014, the Company had a total of $570,529 of principal and accrued but unpaid interest outstanding under the credit facility. On that date, Blue Victory converted all of the outstanding principal and interest into a total of 326,017 shares of the Company’s common stock. | |
On February 27, 2014, the Company entered into a securities purchase agreement with Seenu G. Kasturi pursuant to which Mr. Kasturi agreed to purchase 206,061 shares of the Company’s common stock for $340,000. Mr. Kasturi paid for the shares through the issuance of a promissory note in favor of the Company in the amount of $340,000. The promissory note is unsecured, accrues interest at a rate of 6% per annum, and has a maturity date of March 31, 2015. The principal and interest are payable in four equal quarterly installments of $85,000 beginning June 30, 2014. | |
During the period beginning January 22, 2014 and ending on the date these financial statements were issued, the Company borrowed an additional $124,112 from Blue Victory under the credit facility. | |
There have been no additional significant subsequent events through the date these financial statements were issued. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation | |||||||||
The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. | |||||||||
Estimates | ' | ||||||||
Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||
Reclassifications | ' | ||||||||
Reclassifications | |||||||||
Certain amounts in the Company’s financial statements for 2012 have been reclassified to conform to the 2013 presentation. In addition, Class A common stock and additional paid-in capital at December 30, 2012 have been reclassified to reflect the one-for-seven reverse stock split that the Company completed on November 4, 2013. These reclassifications did not result in any change to the previously reported total assets, net loss or stockholders’ deficit. | |||||||||
Fiscal Year | ' | ||||||||
Fiscal Year | |||||||||
The Company utilizes a 52- or 53-week accounting period that ends on the last Sunday in December. The fiscal years ended December 29, 2013 and December 30, 2012 were comprised of 52 and 53 weeks, respectively. | |||||||||
Reverse Stock Split | ' | ||||||||
Reverse Stock Split | |||||||||
As described in Note 9. Capital Stock, the Company completed a one-for-seven reverse stock split of its shares of common stock on November 4, 2013. All information set forth in the Company’s financial statements and the notes thereto gives effect to the reverse stock split. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
The Company’s revenue consists primarily of royalty payments, franchise fees and area development fees that it receives from its franchisees. The Company generates revenue by entering into franchise agreements with parties to build and operate restaurants using the Dick’s Wings® brand within a defined geographical area. The agreements have a 10-year term and can be renewed for one additional 10-year term. The Company provides the use of its Dick’s Wings trademarks and Dick’s Wings system, which includes uniform operating procedures, standards for consistency and quality of products, technical knowledge, and procedures for accounting, inventory control and management, in return for the royalty payments, franchise fees and area development fees. | |||||||||
Franchisees are required to operate their restaurants in compliance with their franchise agreements, which includes adherence to operating and quality control procedures established by the Company. The Company is not required to provide loans, leases, or guarantees to franchisees or the franchisees’ employees and vendors. If a franchisee becomes financially distressed, the Company is not required to provide financial assistance. If financial distress leads to insolvency of the franchisee or the filing of a petition by or against the franchisee under bankruptcy laws, the Company has the right, but not the obligation, to acquire the franchise at fair value as determined by an independent appraiser selected by the Company. Franchisees generally remit royalty payments weekly for the prior week’s sales. Franchise and area development fees are paid upon the signing of the related agreements. | |||||||||
The Company recognizes the royalties, franchise fees and area development fees that it receives as revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed and determinable, and collectability is reasonably assured in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. Royalties are accrued as earned and are calculated each period based on restaurant sales. Franchise fee revenue from individual franchise sales is recognized upon the opening of the franchised restaurant when all material obligations and initial services to be provided by the Company have been performed. Area development fees are dependent upon the number of restaurants in the territory, as are the Company’s obligations under the area development agreement. Consequently, as obligations are met, area development fees are recognized proportionally with expenses incurred with the opening of each new restaurant and any royalty-free periods. | |||||||||
The Company generated revenue of $489,816 and $450,946 during the years ended December 29, 2013 and December 30, 2012, respectively. | |||||||||
Cash Equivalents | ' | ||||||||
Cash Equivalents | |||||||||
The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents in accordance with ASC Topic 305, Cash and Cash Equivalents. The Company had cash and cash equivalents of $5,062 and $12,358 at December 29, 2013 and December 30, 2012, respectively. | |||||||||
Accounts Receivable | ' | ||||||||
Accounts Receivable | |||||||||
Accounts receivable consists primarily of contractually-determined receivables primarily for franchise fees and royalties due from, but not yet paid by, the Company’s franchisees. Accounts receivable, net of the allowance for doubtful accounts, represents the estimated net realizable value of the Company’s accounts receivable. Provisions for doubtful accounts are recorded based on historical collection experience, the age of the receivables and current economic conditions, and are written off when they are deemed uncollectible, all in accordance with ASC Topic 310, Receivables. The Company had accounts receivable, net of the allowance for doubtful accounts, of $25,524 at December 29, 2013. The Company did not have any accounts receivable, net of the allowance for doubtful accounts, at December 30, 2012. The accounts receivable balance at December 29, 2013 was comprised primarily of unpaid royalties due from two of the Company’s franchisees that were behind in their payments, all of which the Company expects to collect in full in early 2014. Accordingly, the allowance for doubtful accounts was zero at December 29, 2013. | |||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment is stated at cost, less accumulated depreciation and amortization, in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Depreciation and amortization are calculated using the straight-line basis over the estimated useful lives of the related assets. The cost of major improvements to the Company’s property and equipment are capitalized. The cost of maintenance and repairs that do not improve or extend the life of the applicable assets is expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reported in the period realized. | |||||||||
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company had property and equipment of $4,674 and accumulated depreciation of $4,674 at December 29, 2013 and December 30, 2012. | |||||||||
Long-Lived Assets | ' | ||||||||
Long-Lived Assets | |||||||||
The Company reviews long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not have any long-lived assets at December 29, 2013 and December 30, 2012. | |||||||||
Financial Instruments | ' | ||||||||
Financial Instruments | |||||||||
The Company accounts for its financial instruments in accordance with ASC Topic 825, Financial Instruments, which requires the disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other short-term liabilities approximates their respective fair values due to the short-term maturities of these instruments. The carrying amounts of the notes receivable and notes payable also approximates their respective fair values since their terms are similar to those in the lending market for comparable loans with comparable risks. The fair value of related-party transactions is not determinable due to their related-party nature. None of these instruments are held for trading purposes. | |||||||||
Debt Discounts, Deferred Financing Costs and Imputed Interest | ' | ||||||||
Debt Discounts, Deferred Financing Costs and Imputed Interest | |||||||||
The Company accounts for debt discounts and deferred financing costs in accordance with ASC Topic 470, Debt (“ASC 470”). Debt discounts and deferred financing costs are amortized through periodic charges to interest expense over the maximum term of the related financial instrument using the effective interest method. The Company did not incur any amortization of debt discounts and deferred financing costs during the years ended December 29, 2013 and December 30, 2012. | |||||||||
The Company accounts for imputed interest in accordance with ASC Topic 835, Interest. During the years ended December 29, 2013 and December 30, 2012, the Company borrowed funds from a related party pursuant to loans that were interest free and payable on demand. The loans did not have a definite term. Based upon the interest rates charged to the Company for comparable loans made to the Company in the recent past, the Company applied an imputed interest rate of 6% to the loans. In addition, since the loans did not have a definite term, the Company was unable to calculate a discount associated with the loans. As a result, the Company accounted for imputed interest with respect to the loans by recording interest expense as it was incurred. The Company incurred $11,686 and $1,252 of imputed interest during the years ended December 29, 2013 and December 30, 2012, respectively, which was credited to additional paid-in capital since the interest was not payable. | |||||||||
Derivative Financial Instruments | ' | ||||||||
Derivative Financial Instruments | |||||||||
The Company records all derivative financial instruments on its balance sheet at fair value in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Fair values for exchange-traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data, judgment and estimates. | |||||||||
The Company issued a convertible promissory note during the year ended December 25, 2011 and evaluated the terms and conditions of the conversion features contained in the note to determine whether they represented embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the note represented freestanding derivative instruments that met the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the note was reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments in the note was measured at the inception date of the note and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments were recorded as non-operating, non-cash income or expense at each balance sheet date. | |||||||||
The Company used the binomial lattice valuation model to value the conversion features in the convertible promissory note. The binomial lattice valuation model values the embedded derivatives based on a probability-weighted discounted cash flow model. This model is based on future projections of the five primary alternatives possible for settlement of the features included within the embedded derivatives, which are: (i) payments are made in cash, (ii) payments are made in stock, (iii) the holder exercises its rights to convert the note, (iv) the Company exercises its rights to convert the note, and (v) the Company defaults on the note. The Company used the model to analyze the underlying economic factors that influence which of these events will occur, when they are likely to occur, the price of its common stock and specific terms of the note, such as the interest rate and conversion price, that will be in effect when they occur. Based on the analysis of these factors, the Company used the model to develop a set of potential scenarios. Probabilities of each scenario occurring during the remaining term of the note were determined based on management’s projections. These probabilities were used to create a cash flow projection over the term of the note, and to determine the probability that the projected cash flow would be achieved. A discounted weighted-average cash flow for each scenario was then calculated and compared to the discounted cash flow of the note without the embedded derivative in order to determine a value for the embedded derivative. | |||||||||
Fair Value Measurements | ' | ||||||||
Fair Value Measurements | |||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the Company’s principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), the Company determines fair value using a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the Company, and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. | |||||||||
The levels of fair value hierarchy are: | |||||||||
Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date; | |||||||||
Level 2: Observable inputs other than quoted prices included in Level 1, such as: (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets and liabilities in markets that are not active, and (iii) other inputs that are observable or can be corroborated by observable market data; and | |||||||||
Level 3: Unobservable inputs for which there is little or no market data available. | |||||||||
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In contrast, the Company considers unobservable data to be data that reflects the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. | |||||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation | |||||||||
The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), using the modified prospective transition method. Under this method, compensation expense includes: (a) compensation expense for all stock-based payments granted, but not yet vested, as of January 1, 2006 based on the grant-date fair value, and (b) compensation expense for all stock-based payments granted subsequent to January 1, 2006 based on the grant-date fair value. Such amounts have been reduced to reflect the Company’s estimate of forfeitures of all unvested awards. | |||||||||
The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505, Equity (“ASC 505”). ASC 718 and ASC 505 require that the Company recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by non-employees. | |||||||||
The Company uses the Black-Scholes pricing model to determine the fair value of the stock-based compensation that it grants to employees and non-employees. The Black-Scholes pricing model takes into consideration such factors as the estimated term of the securities, the conversion or exercise price of the securities, the volatility of the price of the Company’s common stock, interest rates, and the probability that the securities will be converted or exercised to determine the fair value of the securities. The selection of these criteria requires management’s judgment and may impact the Company’s net income or loss. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used its share price history to determine volatility and cannot predict what the price of its shares of common stock will be in the future. As a result, the volatility value that the Company calculated may differ from the actual volatility of the price of its shares of common stock in the future. | |||||||||
The Company recognized stock compensation expense of $99,080 and $49,173 during the years ended December 29, 2013 and December 30, 2012, respectively. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
The Company uses the liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized in the future. | |||||||||
Net deferred tax assets consisted of the following components at December 29, 2013 and December 30, 2012: | |||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 784,758 | $ | 454,317 | |||||
Deferred tax liabilities | --- | --- | |||||||
Valuation allowance | (784,758 | ) | (454,317 | ) | |||||
Net deferred tax asset | $ | --- | $ | --- | |||||
The Company had net operating loss carry-forwards of approximately $2,059,733 and $1,191,663 at December 29, 2013 and December 30, 2012, respectively, that may be offset against future taxable income between the years of 2021 and 2031. No tax benefit has been reported in the December 29, 2013 and December 30, 2012 financial statements because the potential tax benefit is offset by a valuation allowance of the same amount. The Company had no uncertain tax positions at December 29, 2013 and December 30, 2012. | |||||||||
Utilization of net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations contained in the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. On November 2, 2012, William D. Leopold purchased 2,218,572 shares of the Company’s common stock, which represented approximately 41.2% of the outstanding shares of the Company’s common stock on that date, from Michael Rosenberger, who was then serving as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary and sole member of the Company’s board of directors. This transaction could be deemed to have resulted in a change in ownership of the Company. Subsequent ownership changes could further affect the limitation in future years. These annual limitation provisions may result in the expiration of certain net operating losses and credits before utilization. | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
In July 2012, the FASB issued Accounting Standards Update (ASU) No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 simplifies the guidance for impairment testing of indefinite-lived intangible assets other than goodwill and gives companies the option to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Companies electing to perform a qualitative assessment are no longer required to calculate the fair value of an indefinite-lived intangible asset unless the company determines, based on a qualitative assessment, that it is more likely than not that the asset is impaired. This update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012, however, early adoption was permitted. The Company elected not to effect the early adoption of ASU 2012-02. The adoption of this new guidance did not have a significant impact on the Company’s financial statements. | |||||||||
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, companies are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. AUS 2013-02 became effective prospectively for reporting periods beginning after December 15, 2012. Other than requiring additional disclosures, the adoption of this new guidance did not have a significant impact on the Company’s financial statements. | |||||||||
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-11”). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-11 will not have a significant impact on the Company’s financial statements. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of net deferred tax assets | ' | ||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 784,758 | $ | 454,317 | |||||
Deferred tax liabilities | --- | --- | |||||||
Valuation allowance | (784,758 | ) | (454,317 | ) | |||||
Net deferred tax asset | $ | --- | $ | --- |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||
Dec. 29, 2013 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
Schedule of changes in the fair market value of the derivative liability | ' | ||||
Total | |||||
Derivative | |||||
Liability | |||||
Balance, December 25, 2011 | $ | 9,443 | |||
Increase in derivative value due to issuances of convertible promissory notes | -0- | ||||
Promissory notes converted during period | (9,811 | ) | |||
Changes in fair market value of derivative liabilities | 368 | ||||
Balance, December 30, 2012 | $ | -0- | |||
Increase in derivative value due to issuances of convertible promissory notes | -0- | ||||
Promissory notes converted during period | -0- | ||||
Changes in fair market value of derivative liabilities | -0- | ||||
Balance, December 29, 2013 | $ | -0- |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||
Dec. 29, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Schedule of derivative liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis | ' | ||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Derivative liabilities – December 29, 2013 | $ | -0- | $ | -0- | $ | -0- | |||||||
Derivative liabilities – December 30, 2012 | $ | -0- | $ | -0- | $ | -0- | |||||||
Schedule of level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs | ' | ||||||||||||
Derivative Liabilities | |||||||||||||
Balance, December 25, 2011 | 9,443 | ||||||||||||
Purchases, sales, issuances and settlements (net) | (9,443 | ) | |||||||||||
Balance, December 30, 2012 | $ | -0- | |||||||||||
Purchases, sales, issuances and settlements (net) | -0- | ||||||||||||
Balance, December 29, 2013 | $ | 0- |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||
Dec. 29, 2013 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||
Schedule of future minimum annual payments | ' | |||||
Lease | ||||||
Year | Payment | |||||
2014 | $ | 13,200 | ||||
2015 | 1,100 | |||||
2016 | -0- | |||||
2017 | -0- | |||||
2018 | -0- | |||||
Thereafter | -0- | |||||
Total | $ | 14,300 |
Debt_Obligations_Tables
Debt Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 29, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of outstanding promissory notes, net of unamortized discount | ' | ||||||||
December 29, | December 30, | ||||||||
2013 | 2012 | ||||||||
Notes payable – related party | $ | 127,772 | $ | 72,939 | |||||
Notes payable – in default | 11,000 | 340,664 | |||||||
Total notes payable, net | $ | 138,772 | $ | 413,603 |
Description_of_Business_Detail
Description of Business (Detail Textuals) | Dec. 29, 2013 |
Restaurant | |
Franchiser Disclosure [Line Items] | ' |
Number of franchised restaurants | 16 |
Dick's Wings & Grill full service restaurants | Florida | ' |
Franchiser Disclosure [Line Items] | ' |
Number of franchised restaurants | 15 |
Dick's Wings Express limited service restaurants | Georgia | ' |
Franchiser Disclosure [Line Items] | ' |
Number of franchised restaurants | 1 |
Significant_Accounting_Policie3
Significant Accounting Policies - Summary of net deferred tax assets (Details) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $784,758 | $454,317 |
Deferred tax liabilities | ' | ' |
Valuation allowance | -784,758 | -454,317 |
Net deferred tax asset | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies (Detail Textuals) (USD $) | 0 Months Ended | 12 Months Ended | |
Nov. 04, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | |
Accounting Policies [Abstract] | ' | ' | ' |
Reverse stock split | 'one-for-seven | ' | ' |
Term of franchise agreement | ' | '10 years | ' |
Renewal of additional term of franchise agreement | ' | '10 years | ' |
Generated revenue | ' | $489,816 | $450,946 |
Cash and cash equivalents | ' | 5,062 | 12,358 |
Accounts receivable, net of allowance for doubtful accounts | ' | 8,147 | ' |
Allowance for doubtful accounts | ' | 0 | ' |
Property and equipment | ' | 4,674 | 4,674 |
Accumulated depreciation | ' | 4,674 | 4,674 |
Imputed interest rate on loans | ' | 6.00% | ' |
Imputed interest on non interest bearing loans | ' | 11,686 | 1,252 |
Stock compensation expense | ' | 99,080 | 49,173 |
Net operating loss carry forwards | ' | $2,059,733 | $1,191,663 |
Significant_Accounting_Policie5
Significant Accounting Policies (Detail Textuals 1) (William D Leopold) | 0 Months Ended |
Nov. 02, 2012 | |
William D Leopold | ' |
Accounting Policies [Line Items] | ' |
Number of common stock shares issued | 2,218,572 |
Percentage of common stock outstanding shares | 41.20% |
Net_Loss_Per_Share_Detail_Text
Net Loss Per Share (Detail Textuals) | 0 Months Ended |
Nov. 04, 2013 | |
Earnings Per Share [Abstract] | ' |
Reverse stock split | 'one-for-seven |
Derivative_Liabilities_Summary
Derivative Liabilities - Summary of changes in fair market value of derivative liability (Details) (USD $) | 12 Months Ended | |
Dec. 29, 2013 | Dec. 30, 2012 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance | $0 | $9,443 |
Increase in derivative value due to issuances of convertible promissory notes | 0 | 0 |
Promissory notes converted during period | ' | -9,811 |
Changes in fair market value of derivative liabilities | 0 | 368 |
Balance | $0 | $0 |
Derivative_Liabilities_Detail_
Derivative Liabilities (Detail Textuals) (USD $) | 12 Months Ended | |||
Dec. 30, 2012 | Dec. 25, 2011 | Dec. 25, 2011 | Dec. 25, 2011 | |
Convertible Promissory Note | Convertible Promissory Note | Convertible Promissory Note | ||
Bid | Minimum | Maximum | ||
Derivative [Line Items] | ' | ' | ' | ' |
Loss recognized for derivative liabilities primarily due to mark to market changes | $368 | ' | ' | ' |
Convertible promissory note conversion amounts percentages by average of lowest three closing bid prices | ' | 55.00% | ' | ' |
Number of business days | ' | '10 days | ' | ' |
Number of lowest closing bids | ' | 3 | ' | ' |
Default events in percentages for valuation | ' | ' | 10.00% | 20.00% |
Increasing rate of default in percentages for valuation per month | ' | 1.00% | ' | ' |
Redemption of note increasing in percentages for valuation per month | ' | ' | 2.00% | 10.00% |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of derivative liabilities within fair value hierarchy utilized to measure fair value on recurring basis (Details) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Dec. 25, 2011 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Derivative liabilities | $0 | $0 | $9,443 |
Recurring basis | Level 1 | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Derivative liabilities | 0 | 0 | ' |
Recurring basis | Level 2 | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Derivative liabilities | 0 | 0 | ' |
Recurring basis | Level 3 | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Derivative liabilities | $0 | $0 | ' |
Fair_Value_Measurements_Summar1
Fair Value Measurements - Summary of level 3 reconciliation of beginning and ending balances of fair value measurements using significant unobservable inputs (Details 1) (Derivative Liabilities, USD $) | 12 Months Ended | |
Dec. 29, 2013 | Dec. 30, 2012 | |
Derivative Liabilities | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance | $0 | $9,443 |
Purchases, sales, issuances and settlements (net) | 0 | -9,443 |
Balance | $0 | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Summary of future minimum annual payments (Detail) (USD $) | Dec. 29, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $13,200 |
2015 | 1,100 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Thereafter | 0 |
Total | $14,300 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 29, 2013 | Aug. 19, 2013 | Jan. 01, 2012 | Jul. 22, 2013 | Jan. 22, 2013 | Dec. 29, 2013 | Jul. 12, 2013 | Dec. 01, 2013 | Oct. 15, 2013 | Sep. 01, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | |
Daniel Slone | Employment Agreements | Employment Agreements | Employment Agreements | Separation Agreement | Separation Agreement | Consulting agreement | Consulting agreement | Consulting agreement | Consulting agreement | Consulting agreement | ||
Michael Rosenberger | Richard W. Akam | Richard W. Akam | Michael Rosenberger | Michael Rosenberger | Michael Rosenberger | Michael Rosenberger | Michael Rosenberger | Michael Rosenberger | Michael Rosenberger | |||
Commitments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of agreement | '10 years | ' | '2 years | ' | '1 year | ' | ' | ' | ' | ' | ' | ' |
Annual base salary to be paid during the term of the agreement | ' | $1 | $150,000 | ' | $150,000 | ' | ' | ' | ' | ' | ' | ' |
Additional renewal term of agreement | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' |
Settlement of compensation and reimbursement | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' |
Gain loss on settlement of related party debt | ' | ' | ' | ' | ' | 197,550 | ' | ' | ' | ' | ' | ' |
Payments related to consulting agreements | ' | ' | ' | ' | ' | ' | ' | 32,500 | 32,500 | 32,500 | 32,500 | 70,000 |
Amount of common stock connection with employee agreement | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of additional shares of common stock to be issued | ' | ' | ' | $50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issued in connection with employment agreement | ' | ' | ' | 71,429 | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies (Detail Textuals 1) (USD $) | 1 Months Ended |
Jan. 31, 2013 | |
sqft | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Area of land leased | 1,800 |
Fixed monthly rent payment | $1,100 |
Notes_Receivable_Detail_Textua
Notes Receivable (Detail Textuals) (USD $) | 12 Months Ended | ||
Dec. 29, 2013 | Jun. 30, 2013 | 31-May-13 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Payments made against loan | $10,507 | ' | ' |
Notes receivable | 7,500 | ' | ' |
Remaining balance of notes receivable | 14,007 | ' | ' |
Notes receivable | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Aggregate principal amount of loans receivable | ' | 40,507 | 40,507 |
Amount of loans receivable secured by equipment, licenses and other assets owned | ' | 10,507 | 10,507 |
Payments made against loan | 25,000 | ' | ' |
Carrying value of outstanding notes receivable | 21,507 | ' | ' |
Notes receivable | DWG Acquisition, LLC | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Loans and advances made | $6,000 | ' | ' |
Notes receivable | Minimum | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Term of notes receivable | '1 year | ' | ' |
Notes receivable | Maximum | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Term of notes receivable | '3 years | ' | ' |
Debt_Obligations_Summary_of_ca
Debt Obligations - Summary of carrying value of outstanding promissory notes, net of unamortized discount (Details) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
Debt Disclosure [Abstract] | ' | ' |
Notes payable - related party | $127,772 | $72,939 |
Notes payable - in default | 11,000 | 340,664 |
Total notes payable, net | $138,772 | $413,603 |
Debt_Obligations_Detail_Textua
Debt Obligations (Detail Textuals) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 |
Debt Disclosure [Abstract] | ' | ' |
Notes payable | $138,772 | $413,603 |
Notes payable - in default | 11,000 | 340,664 |
Accrued interest | $1,255 | $90,502 |
Debt_Obligations_Detail_Textua1
Debt Obligations (Detail Textuals 1) (Bank of America, N.A. ("Bank of America"), USD $) | 1 Months Ended | |||
Oct. 31, 2008 | Jun. 30, 2011 | Feb. 28, 2011 | Feb. 28, 2010 | |
Loan agreement | Forbearance agreement | Forbearance agreement | Forbearance agreement | |
Loan | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Original principal amount | $338,138 | ' | ' | ' |
Number of separate loans | 5 | ' | ' | ' |
Loan interest rate per annum | 7.00% | ' | ' | ' |
frequency of periodic payment | ' | ' | ' | ' |
Monthly | Monthly | |||
Required equal monthly payments of principal and interest per month | 6,711 | ' | ' | ' |
Outstanding principal payment | ' | ' | ' | 50,000 |
Extension fee | ' | ' | 5,000 | ' |
Outstanding principal monthly payment | ' | $2,000 | ' | ' |
Debt_Obligations_Detail_Textua2
Debt Obligations (Detail Textuals 2) (USD $) | 12 Months Ended | 1 Months Ended |
Dec. 29, 2013 | Mar. 31, 2013 | |
Settlement And Release Agreement | ||
Bank of America | ||
Debt Instrument [Line Items] | ' | ' |
Gain on settlement of debt in settlement and release agreement | $320,798 | ' |
Payments on notes payable in settlement and release agreement | 50,000 | 50,000 |
principal, accrued interest and other claims owed | ' | $370,798 |
Debt_Obligations_Detail_Textua3
Debt Obligations (Detail Textuals 3) (USD $) | 12 Months Ended | 3 Months Ended |
Dec. 30, 2012 | Dec. 28, 2008 | |
Promissory notes | ||
Investors | ||
Investor | ||
Debt Instrument [Line Items] | ' | ' |
Promissory notes issued, number of investors | ' | 4 |
Original principal amount | ' | $11,000 |
Proceeds from issuance of notes payable | $50,000 | $11,000 |
Interest rate per annum on notes | ' | 6.00% |
Maturity period of promissory notes | ' | '3 years |
Percentage of principal amount of notes for the payment of a penalty | ' | 10.00% |
Debt_Obligations_Detail_Textua4
Debt Obligations (Detail Textuals 4) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 30, 2012 | 31-May-11 | Jan. 31, 2012 | Jan. 31, 2012 | Dec. 31, 2011 | Nov. 30, 2011 | 31-May-11 | |
Convertible Promissory Note | Convertible Promissory Note | Convertible Promissory Note | Convertible Promissory Note | Convertible Promissory Note | Convertible Promissory Note | ||
Bid | Securities purchase agreement | Securities purchase agreement | Securities purchase agreement | Securities purchase agreement | Securities purchase agreement | ||
Asher Enterprises | Asher Enterprises | Asher Enterprises | Asher Enterprises | Asher Enterprises | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Original principal amount | ' | ' | ' | ' | ' | ' | $40,000 |
Proceeds from issuance of notes payable | 50,000 | ' | ' | ' | ' | ' | 40,000 |
Interest rate per annum on notes | ' | ' | ' | ' | ' | ' | 8.00% |
Convertible promissory note conversion amounts percentages by average of lowest three closing bid prices | ' | 55.00% | ' | ' | ' | ' | ' |
Number of business days | ' | '10 days | ' | ' | ' | ' | ' |
Number of lowest closing bids | ' | 3 | ' | ' | ' | ' | ' |
Original principal amount of converted instrument | ' | ' | ' | 15,000 | 15,000 | 10,000 | ' |
Common stock issuable upon conversion of outstanding convertible promissory note | ' | ' | ' | 117,398 | 97,403 | 32,468 | ' |
Accrued interest amount of converted instrument | ' | ' | $1,600 | ' | ' | ' | ' |
Debt_Obligations_Detail_Textua5
Debt Obligations (Detail Textuals 5) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||
Dec. 30, 2012 | Jan. 31, 2012 | Jan. 31, 2012 | Nov. 30, 2013 | Nov. 01, 2013 | Nov. 30, 2013 | |
Promissory notes | Promissory notes | Promissory notes | Promissory notes | Promissory notes | ||
Raymond H. Oliver | Carl Collins Trust | Brusta Investments, LLC | Brusta Investments, LLC | D. Dale Thevenet | ||
Settlement Agreement | Settlement Agreement | Settlement Agreement | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Original principal amount | ' | ' | $50,000 | ' | ' | ' |
Aggregate gross cash proceeds of notes payable | 50,000 | ' | 50,000 | ' | ' | ' |
Interest rate per annum amount equal | ' | ' | 5,000 | ' | ' | ' |
Common stock issuable upon conversion of outstanding convertible promissory note | ' | 142,858 | ' | 21,429 | ' | 7,143 |
Note payable, principal and accrued interest outstanding | ' | ' | ' | ' | $55,000 | ' |
Debt_Obligations_Detail_Textua6
Debt Obligations (Detail Textuals 6) (USD $) | Dec. 29, 2013 | Dec. 30, 2012 | Sep. 30, 2013 | Sep. 13, 2013 |
Blue Victory Holdings, Inc | Blue Victory Holdings, Inc | |||
Loan agreement | Loan agreement | |||
Revolving line of credit facility | Revolving line of credit facility | |||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Amount of loan given to related party | $127,772 | $72,939 | ' | $415,316 |
Maximum borrowing capacity | ' | ' | 1,000,000 | 1,000,000 |
Maximum amount of debt not to be exceeded every month | ' | ' | ' | $150,000 |
Accrued interest | ' | ' | 6.00% | 6.00% |
Debt_Obligations_Detail_Textua7
Debt Obligations (Detail Textuals 7) (USD $) | 12 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | 2 Months Ended | 12 Months Ended | |||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 29, 2013 | Nov. 05, 2013 | Nov. 05, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Sep. 13, 2013 | |
Star Brands II | Revolving line of credit facility | Revolving line of credit facility | Revolving line of credit facility | Revolving line of credit facility | Revolving line of credit facility | Revolving line of credit facility | |||
Blue Victory Holdings | Blue Victory Holdings | Blue Victory Holdings | Blue Victory Holdings | Blue Victory Holdings | |||||
Loan agreement | Loan agreement | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, principal and accrued interest outstanding | ' | ' | ' | ' | $475,626 | ' | ' | $122,772 | $415,316 |
Additional borrowing under credit facility | ' | ' | ' | 56,971 | ' | 122,722 | ' | ' | ' |
Common stock issued upon conversion of promissory notes - related party (in shares) | ' | ' | ' | ' | 243,911 | ' | ' | ' | ' |
Imputed interest on no-interest loans | 11,686 | 1,252 | ' | ' | ' | ' | 11,686 | ' | ' |
Interest free loan amount borrowed and payable on demand | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' |
Capital_Stock_Detail_Textuals
Capital Stock (Detail Textuals) (USD $) | 0 Months Ended | 1 Months Ended | |||
Nov. 04, 2013 | Dec. 29, 2013 | Dec. 30, 2012 | Oct. 21, 2013 | Oct. 21, 2013 | |
Minimum | Maximum | ||||
Capital Stock [Line Items] | ' | ' | ' | ' | ' |
Class A common stock, shares authorized | ' | 100,000,000 | 100,000,000 | ' | ' |
Class A common stock, par value (in dollars per share) | ' | $0.01 | $0.01 | ' | ' |
Class A common stock, shares outstanding | ' | 5,659,418 | 5,315,506 | ' | ' |
Reverse stock split | 'one-for-seven | ' | ' | '1-for-5 | '1-for-50 |
Capital_Stock_Detail_Textuals_
Capital Stock (Detail Textuals 1) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||
Dec. 29, 2013 | Dec. 30, 2012 | Jan. 31, 2012 | Jul. 31, 2012 | Dec. 30, 2012 | Jul. 31, 2012 | Jul. 22, 2013 | Dec. 29, 2013 | |
Asher Enterprises | Consultants | Consultants | Individuals | Employment agreement | Employment agreement | |||
Richard W Akam | Richard W Akam | |||||||
Capital Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of converted instrument | ' | ' | $15,000 | ' | ' | ' | ' | ' |
Accrued interest amount of converted instrument | ' | ' | 1,600 | ' | ' | ' | ' | ' |
Common stock issuable upon conversion of outstanding convertible promissory note | ' | ' | 117,397 | ' | ' | ' | ' | ' |
Number of shares issued as payment for services | ' | ' | ' | 370,572 | ' | ' | ' | ' |
Amount of total consideration | 99,080 | 11,673 | ' | ' | 11,673 | ' | ' | ' |
Common stock issued for stock subscriptions payable (in shares) | ' | ' | ' | ' | ' | 42,571 | ' | ' |
Amount of common stock connection with employee agreement | ' | ' | ' | ' | ' | ' | 50,000 | ' |
Number of common stock issued in connection with employment agreement | ' | ' | ' | ' | ' | ' | 71,429 | ' |
Allocated share-based compensation expense | 99,080 | 49,173 | ' | ' | ' | ' | ' | 50,000 |
Additional value of shares to be issuable under employment agreement | ' | ' | ' | ' | ' | ' | 50,000 | ' |
Stock based compensation on additional shares of common stock | ' | ' | ' | ' | ' | ' | ' | $49,080 |
Capital_Stock_Detail_Textuals_1
Capital Stock (Detail Textuals 2) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Nov. 05, 2013 | Dec. 29, 2013 | Nov. 30, 2013 | |
Blue Victory Holdings | Blue Victory Holdings | Settlement Agreement | |||
Line of credit | Line of credit | Promissory note | |||
Brusta Investments and D. Dale Thevenet | |||||
Capital Stock [Line Items] | ' | ' | ' | ' | ' |
Number of shares issued in settlement of outstanding under the promissory note | ' | ' | ' | ' | 28,572 |
Value of shares issued in settlement of outstanding promissory note | $55,000 | $16,600 | ' | ' | $55,000 |
Number of shares issued to limited accredited investors | ' | ' | 243,911 | ' | ' |
Credit facility, principal and accrued interest outstanding | ' | ' | $475,626 | $122,772 | ' |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Detail Textuals) | Dec. 30, 2012 |
Stock Options and Warrants [Abstract] | ' |
Number of warrants exercisable into common stock | 338,000 |
Weighted average exercise price of the warrants outstanding | 1.25 |
Stock_Compensation_Plans_Detai
Stock Compensation Plans (Detail Textuals) (Stock Incentive Plan 2011) | Dec. 29, 2013 | Aug. 31, 2011 | Aug. 18, 2011 |
Stock Incentive Plan 2011 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of common stock granted to employees, officers and directors of, and consultants and advisors to | ' | 1,214,286 | ' |
Number of common stock available for issuance | 142,858 | ' | 1,214,286 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 29, 2013 | Dec. 30, 2012 | Dec. 30, 2012 | Jun. 30, 2007 | |
Hot Wings Concepts | License agreement | |||
Moose River Management, Inc. | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Generated revenue | $17,377 | $57,878 | $57,878 | ' |
Consideration paid for the license | ' | ' | ' | $100 |
License agreement term | ' | ' | ' | '50 years |
Additional agreement term for renewal | ' | ' | ' | '50 years |
RelatedParty_Transactions_Deta1
Related-Party Transactions (Detail Textuals 1) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||
Dec. 29, 2013 | Dec. 30, 2012 | Nov. 05, 2013 | Dec. 29, 2013 | Sep. 30, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Dec. 29, 2013 | Sep. 30, 2013 | Sep. 13, 2013 | Oct. 31, 2008 | Jul. 31, 2013 | Mar. 31, 2013 | |
Revolving line of credit facility | Star Brands II | Seenu G Kasturi | Seenu G Kasturi | Seenu G Kasturi | DWG acquisitions LLC | Loan agreement | Loan agreement | Loan agreement | Loan agreement | Subcontractor concession agreement | Settlement And Release Agreement | |||
Blue Victory Holdings | Blue Victory Holdings | American Restaurant Concepts Inc | Star Brands II | Revolving line of credit facility | Revolving line of credit facility | Revolving line of credit facility | Bank of America | DWG acquisitions LLC | Bank of America | |||||
Blue Victory Holdings | Blue Victory Holdings | Blue Victory Holdings | Levy Premium Foodservice Limited Partnership | |||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $338,138 | ' | ' |
Payments on notes payable in settlement and release agreement | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 |
Loan interest rate per annum | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | 7.00% | ' | ' |
Subcontracting monthly fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' |
Equity interest held | ' | ' | ' | ' | 90.00% | 6.70% | 70.00% | ' | ' | ' | ' | ' | ' | ' |
Outstanding principal amount of credit facility | ' | ' | 475,626 | ' | ' | ' | ' | ' | 122,772 | ' | 415,316 | ' | ' | ' |
Revenue from related parties | 17,377 | 57,878 | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' |
Royalty revenue | ' | ' | ' | ' | ' | ' | ' | 7,377 | ' | ' | ' | ' | ' | ' |
Loans and advances made | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' |
Borrowed amount | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | $1,000,000 | ' | ' | ' |
Judgment_in_Legal_Proceedings_
Judgment in Legal Proceedings (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | |
Oct. 04, 2011 | Jan. 31, 2010 | Dec. 29, 2013 | |
Settlement Agreement | Settlement Agreement | ||
Loss Contingencies [Line Items] | ' | ' | ' |
Litigation settlement amount | $161,747 | $250,000 | ' |
Payments for legal settlement | ' | 40,000 | ' |
Amount payable of legal settlement | ' | ' | $210,000 |
Judgment_in_Legal_Proceedings_1
Judgment in Legal Proceedings (Detail Textuals 1) (USD $) | 0 Months Ended | 12 Months Ended | ||
Nov. 11, 2011 | Dec. 29, 2013 | Dec. 25, 2011 | Oct. 04, 2011 | |
Judgment In Legal Proceedings [Abstract] | ' | ' | ' | ' |
Loss from legal proceedings | ' | ' | ($197,116) | ' |
Litigation settlement amount | ' | ' | ' | 161,747 |
Litigation settlement expense | 33,000 | ' | ' | ' |
Interest expense | ' | 11,241 | ' | ' |
Accrued interest of litigation settlement | ' | ' | $2,369 | ' |
Judgment_in_Legal_Proceedings_2
Judgment in Legal Proceedings (Detail Textuals 2) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 25, 2011 | Nov. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | |
Mediation Settlement Agreement | Mediation Settlement Agreement | Mediation Settlement Agreement | ||
Installment | ||||
Loss Contingencies [Line Items] | ' | ' | ' | ' |
Name of plaintiff | ' | 'Summercove, Inc. d/b/a Capodice & Associates | ' | ' |
Name of defendant | ' | 'Michael Rosenberger and Robert Shaw | ' | ' |
Settlement agreement payable | ' | $35,000 | ' | ' |
Number of installments | ' | 7 | ' | ' |
Installment period | ' | 'monthly | ' | ' |
Amount of monthly installment | ' | 5,000 | ' | ' |
Accrued mediator costs | ' | ' | ' | 1,190 |
Loss from legal proceedings | -197,116 | ' | ' | -36,190 |
Amount of installment paid during the period | ' | ' | $31,190 | $5,000 |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals) (Subsequent Event, USD $) | 0 Months Ended | 1 Months Ended | |
Jan. 01, 2014 | Jan. 20, 2014 | Jan. 20, 2014 | |
Employment Agreements | Contribution agreement | Contribution agreement | |
Richard W. Akam | Paradise on Wings Franchise Group, LLC | Paradise on Wings Franchise Group, LLC | |
Class A Membership Interests | Class B Membership Interests | ||
Subsequent Event [Line Items] | ' | ' | ' |
Number of common shares issued | 28,433 | ' | ' |
Membership interest | ' | $117.65 | $117.65 |
Ownership interests | ' | 50.00% | 50.00% |
Subsequent_Events_Detail_Textu1
Subsequent Events (Detail Textuals 1) (Subsequent Event, Contribution agreement, Paradise on Wings Franchise Group, LLC, Class B Membership Interests, USD $) | 1 Months Ended |
Jan. 20, 2014 | |
Subsequent Event | Contribution agreement | Paradise on Wings Franchise Group, LLC | Class B Membership Interests | ' |
Subsequent Event [Line Items] | ' |
Agreed payment in cash as per terms of contribution agreement | $400,000 |
Consideration paid prior to closing of agreement | 350,000 |
Amount due upon closing of agreement | 50,000 |
Consideration paid in shares for capital contribution | $400,000 |
Share price | $1.70 |
Number of shares issued on closing date | 235,295 |
Subsequent_Events_Detail_Textu2
Subsequent Events (Detail Textuals 2) (Subsequent Event, Contribution agreement, Paradise on Wings Franchise Group, LLC) | 1 Months Ended |
Jan. 20, 2014 | |
Subsequent Event [Line Items] | ' |
Percentage of vote for use of contributed capital for permitted purpose | 60.00% |
Percentage of preferred right to distributions related to income, gain, losses, deductions and expenses | 100.00% |
Class B Membership Interests | ' |
Subsequent Event [Line Items] | ' |
Threshold limit for appointment of manager | 1 |
Percentage of vote for all managers | 50.00% |
Percentage of preferred right to distributions related to income, gain, losses, deductions and expenses | 50.00% |
Class A Membership Interests | ' |
Subsequent Event [Line Items] | ' |
Threshold limit for appointment of manager | 2 |
Percentage of vote for all managers | 50.00% |
Percentage of preferred right to distributions related to income, gain, losses, deductions and expenses | 50.00% |
Subsequent_Events_Detail_Textu3
Subsequent Events (Detail Textuals 3) (Line of credit, USD $) | 2 Months Ended | 1 Months Ended | |||
Nov. 05, 2013 | Dec. 29, 2013 | Jan. 21, 2014 | Jan. 21, 2014 | Jan. 22, 2014 | |
Blue Victory Holdings | Subsequent Event | Subsequent Event | Subsequent Event | ||
Blue Victory Holdings | Blue Victory Holdings | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Additional borrowing under credit facility | $56,971 | $122,722 | $444,890 | ' | $124,112 |
Number of shares issued in conversion of line of credit facility, principal and accrued interest | ' | ' | ' | 326,017 | ' |
Line of credit facility principal and accrued interest | ' | ' | ' | $570,529 | ' |
Subsequent_Events_Detail_Textu4
Subsequent Events (Detail Textuals 4) (USD $) | 12 Months Ended | 2 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 2 Months Ended | |||
Dec. 29, 2013 | Dec. 30, 2012 | Nov. 05, 2013 | Nov. 30, 2013 | Dec. 29, 2013 | Jan. 21, 2014 | Jan. 21, 2014 | Jan. 22, 2014 | Feb. 27, 2014 | |
Line of credit | Blue Victory Holdings, Inc | Blue Victory Holdings, Inc | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||
Line of credit | Line of credit | Line of credit | Blue Victory Holdings, Inc | Blue Victory Holdings, Inc | Securities purchase agreement | ||||
Line of credit | Line of credit | Seenu G Kasturi | |||||||
Promissory notes receivable | |||||||||
Installment | |||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued upon conversion of promissory notes (in shares) | ' | ' | ' | 243,911 | ' | ' | 326,017 | ' | 206,061 |
Amount of common stock issued | $55,000 | $16,600 | ' | ' | ' | ' | ' | ' | $340,000 |
Promissory notes receivable, face amount | ' | ' | ' | ' | ' | ' | ' | ' | 340,000 |
Promissory note, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% |
Four equal quarterly installments of principal and interest payable | ' | ' | ' | ' | ' | ' | ' | ' | 85,000 |
Number of installments | ' | ' | ' | ' | ' | ' | ' | ' | 4 |
Frequency of installments | ' | ' | ' | ' | ' | ' | ' | ' | ' |
quarterly | |||||||||
Additional borrowed credit facility | ' | ' | $56,971 | ' | $122,722 | $444,890 | ' | $124,112 | ' |