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 consolidated financial statements. The consolidated 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 consolidated financial statements. Restatement The Company has restated its previously issued consolidated statement of operations for the year ended December 31, 2017. The impact of the restatement is more specifically described herein under Note 20. Restatement of Previously Issued Consolidated Financial Statements Basis of Presentation The Company’s consolidated financial statements have been prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. All intercompany accounts and transactions were eliminated in consolidation. Going Concern The company concluded that facts existed that created an uncertainty about the Company’s ability to continue as a going concern as of December 31, 2016. Estimates The preparation of consolidated 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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Reclassifications Certain amounts in the Company’s consolidated financial statements for the 2017 fiscal year have been reclassified to conform to the 2018 fiscal year presentation. These reclassifications did not result in any change to the previously reported total assets, net income or stockholders’ deficit. Segment Disclosure The Company has both Company-owned restaurants and franchised restaurants Segment Reporting Cash and 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 Accounts Receivable Accounts receivable are recorded in accordance with ASC Topic 310, Receivables primarily of 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. The accounts receivable balances at December 31, 2018 and 2017 were comprised primarily of credit card sales by Company-owned restaurants, royalties due from the Company’s franchisees, and sales proceeds due from the concessionaire of the Company’s concessions stands, all of which the Company collected in full in January 2019 and 2018, respectively. Accordingly, the allowance for doubtful accounts was zero at December 31, 2018 and 2017. Other Receivables Other receivables was comprised primarily of receipts from credit card sales by Company-owned Fat Patty’s restaurants that occurred after the Company completed the acquisition of Fat Patty’s that were held by the former owner of Fat Patty’s, all of which are expected to be collected in full by the Company during the next 12 months. Inventory Inventory consists primarily of food and beverage products and is accounted for at the lower of cost or net realizable value using the first in, first out method of inventory valuation in accordance with ASC Topic 330, Inventory Intangible Assets, Net The Company acquired various intangible assets in connection with the acquisition of Fat Patty’s. The intangible assets were comprised of a tradename and a non-compete agreement. The Company amortizes the non-compete agreement on a straight-line basis over the expected period of benefit, which is five years. The tradename has an indefinite life and is not subject to amortization but tested for impairment on an annual basis. The Company recognized $2,275 of amortization expense for the non-compete agreement during the year ended December 31, 2018. Property and Equipment, Net Property and equipment is recorded at cost, less accumulated depreciation, in accordance with ASC Topic 360, Property, Plant and Equipment Long-Lived Assets The Company reviews long-lived assets for impairment at least quarterly or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Assets are reviewed at the lowest level for which cash flows can be identified, which is at the individual restaurant level. The Company evaluates the recoverability of a restaurant’s long-lived assets, including buildings, intangibles, leasehold improvements, furniture, fixtures, and equipment over the remaining life of the primary asset in the asset group, after considering the potential impact of planned operational improvements, marketing programs, and anticipated changes in the trade area. In determining future cash flows, significant estimates are made by management with respect to future operating results for each restaurant over the remaining life of the primary asset in the asset group. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value based on the Company’s estimate of discounted future cash flows. The Company accounts for exit or disposal activities, including restaurant closures, in accordance with ASC Topic 420, Exit or Disposal Cost Obligations Financial Instruments The Company accounts for its financial instruments in accordance with ASC Topic 825, Financial Instruments 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 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. General Advertising Fund The Company has established a general advertising fund that it uses to pay for advertising costs, sales promotions, market research and other support functions intended to maximize general public recognition and acceptance of the Dick’s Wings franchise. Company-owned and franchised restaurants are required to contribute at least 1%, but not more than 2%, of their gross revenue to the Company’s general advertising fund. Prior to January 1, 2018, contributions made by franchisees to the general advertising fund and marketing and advertising expenses paid by the general advertising fund were not recognized as revenue and expenses. They instead constituted agency transactions. These contributions were recorded as a liability against which specific costs were charged during the year ended December 31, 2017. The Company accounts for cash and cash equivalents held by the general advertising fund as restricted cash on its consolidated balance sheets. The restricted cash of this fund is classified as current if it is expected to be utilized to fund short-term obligations of the general advertising fund. The Company did not have any restricted cash at December 31, 2018 or 2017. Contributions made by franchisees to the general advertising fund and marketing and advertising expenses paid by the general advertising fund were recognized as revenue and expenses during the year ended December 31, 2018. Other Payables Other payables was comprised primarily of accounts payable owed to the former owner of Fat Patty’s for alcohol and other items purchased by him in connection with the operation of the concept. Revenue Recognition On January 1, 2018, the Company adopted the provisions of ASC Topic 606, Revenue From Contracts With Customers The Company adopted this new guidance effective the first day of fiscal year 2018, using the modified retrospective method of adoption. Under this method, the cumulative effect of initially adopting the guidance was recognized as an adjustment to the opening balance of equity at January 1, 2018. Therefore, the comparative period has not been adjusted and continues to be reported under the previous revenue recognition guidance. The details of the significant changes and quantitative impact of the changes are discussed below. Franchise Fees ASC 606 impacted the timing of recognition of franchise fees. Under previous guidance, these fees were typically recognized upon the opening of restaurants. Under ASC 606, the fees are deferred and recognized as revenue over the term of the individual franchise agreements. The effect of the required deferral of fees received in a given year will be mitigated by the recognition of revenue from fees retrospectively deferred from prior years. As a result of the adoption of ASC 606, the Company recognized deferred franchise fees in the amount of $196,478 on its consolidated balance sheet as of January 1, 2018 and an increase in its accumulated deficit by the same amount on that date. The Company recognized a total of $131,244 of deferred franchise fees as income during the year ended December 31, 2018. Accordingly, the carrying value of the Company’s deferred franchised fees was $65,234 at December 31, 2018. Advertising Funds ASC 606 also impacted the accounting for transactions related to the Company’s general advertising fund. Under previous guidance, franchisee contributions to and expenditures by the fund were not included in the Company’s consolidated financial statements. Under ASC 606, the Company records contributions to and expenditures by the fund as revenue and expenses within the Company’s consolidated financial statements. The Company recognized contributions to and expenditures by the fund of $189,362 during the year ended December 31, 2018. Gift Card Funds Additionally, ASC 606 impacted the accounting for transactions related to the Company’s gift card program. Under previous guidance, estimated breakage income on gift cards was deferred until it was deemed remote that the unused gift card balance would be redeemed. Under ASC 606, breakage income on gift cards is recognized as gift cards are utilized. The effect of this change on the Company’s consolidated financial statements was negligible. Impact on Financial Statements The following table summarizes the impacts of adopting ASC 606 on the Company’s consolidated financial statements as of and for the year ended December 31, 2018: Adjustments As Reported Franchise Fees Advertising Funds Balances Without Adoption Consolidated Balance Sheet Deferred franchise fees $ 13,718 $ (13,718 ) $ — $ — Total current liabilities 4,082,140 (13,718 ) — 4,068,422 Deferred franchise fees, net of current portion 51,516 (51,516 ) — — Total liabilities 15,343,802 (51,516 ) — 15,292,286 Accumulated deficit (5,247,553 ) 65,234 — (5,182,319 ) Total stockholders’ deficit (670,465 ) 65,234 — (605,231 ) Consolidated Statement of Operations Franchise and other revenue $ 922,124 $ (84,454 ) $ (156,796 ) $ 680,874 Franchise and other revenue – related party 204,391 (46,790 ) (32,566 ) 125,035 Total revenue 9,500,537 (131,244 ) (189,362 ) 9,179,931 General and administrative expenses 718,563 — (189,362 ) 529,201 Total operating expenses 10,279,181 — (189,362 ) 10,089,819 Loss from operations (778,644 ) (131,244 ) — (909,888 ) Net loss (282,483 ) (131,244 ) — (413,727 ) Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (282,483 ) $ (131,244 ) $ — $ (413,727 ) Changes in operating assets and liabilities: Deferred franchise fees (131,244 ) 131,244 — — Disaggregation of Revenue The following table disaggregate revenue by primary geographical market and source: Year Ended December 31, 2018 Year Ended December 31, 2017 Primary Geographic Markets Florida $ 5,011,328 $ 4,057,755 Georgia 504,983 199,822 Kentucky 856,981 — Louisiana 185,742 — West Virginia 2,941,503 — Total revenue $ 9,500,537 $ 4,257,577 Sources of Revenue Restaurant sales $ 8,374,022 $ 3,424,865 Royalties 787,189 829,069 Franchise fees 131,244 — Advertising fund fees 189,362 — Other revenue 18,720 3,643 Total revenue $ 9,500,537 $ 4,257,577 Contract Balances The following table presents changes in deferred franchise fees as of and for the year ended December 31, 2018: Total Liabilities Deferred franchise fees at January 1, 2018 $ 196,478 Revenue recognized during the period (131,244 ) New deferrals due to cash received — Deferred franchise fees at December 31, 2018 $ 65,234 Anticipated Future Recognition of Deferred Franchise Fees The following table presents the estimated franchise fees to be recognized in the future related to performance obligations that were unsatisfied at December 31, 2018: Year Franchise Fees Recognized 2019 $ 13,718 2020 12,000 2021 10,926 2022 9,000 2023 6,637 Thereafter 12,953 Total $ 65,234 Payments Received From Vendors Vendor allowances include allowances and other funds that the Company receives from vendors. Certain of these funds are determined based on various quantitative contract terms. The Company also receives vendor allowances from certain manufacturers and distributors calculated based upon purchases made by franchisees. Vendor allowances are not recognized as revenue. Instead, they are recognized as a reduction in costs. The Company generally receives payment from vendors approximately 30 days from the end of a month for that month’s purchases. 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 The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505, Equity 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. Operating Leases Rent expense for leases that contain scheduled rent increases is recognized on a straight-line basis over the lease term, including cancelable option periods where failure to exercise such options would result in an economic penalty such that the renewal appears reasonably assured. The straight-line rent calculation and rent expense includes the rent holiday period, which is the period of time between taking control of a leased site and the rent commencement date. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the lease is accrued as deferred rent liability and reduced in later years when the actual cash payment requirements exceed the straight-line expense. Contingent rents are generally amounts due as a result of sales in excess of amounts stipulated in certain restaurant leases and are included in rent expense as they are incurred. Landlord contributions are recorded when received as a deferred rent liability and amortized as a reduction of rent expense on a straight-line basis over the lease term. Marketing and Advertising Contributions to the national advertising fund related to Company-owned restaurants are expensed as contributed and local advertising costs for Company-owned restaurants are expensed as incurred. All other marketing and advertising costs are expensed as incurred. The Company incurred $423,911 and $90,120 for marketing and advertising costs during the years ended December 31, 2018 and 2017, respectively. Start-Up Costs Start-up costs consists of costs associated with the opening of new Company-owned restaurants and varies based on the number of new locations opening and under construction. These costs are expensed as incurred in accordance with ASC Topic 720, Other Expenses Sales Taxes Sales taxes collected from customers are excluded from revenue. Sales taxes payable are included in accrued expenses until the taxes are remitted to the appropriate taxing authorities in accordance with ASC Topic 450, Contingencies Income Taxes The Company uses the liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes Net deferred tax assets were comprised of the following at December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 Deferred tax assets: Net operating loss carryforwards $ 644,568 $ 527,100 Accruals 93,247 65,260 Deferred tax liabilities: Gain on bargain purchase (156,624 ) — Valuation allowance (581,191 ) (592,360 ) Net deferred tax assets $ — $ — The Company had net operating loss carry-forwards of approximately $2,568,000 and $2,100,000 at December 31, 2018 and 2017, respectively, that may be offset against future taxable income. No tax benefit has been reported in the consolidated financial statements for the Company’s 2018 and 2017 fiscal years because the potential tax benefit is offset by a valuation allowance of the same amount. The Company had no uncertain tax positions at December 31, 2018 and 2017. Effective January 1, 2018, the federal corporate income tax rate was decreased from 34% to 21%. The effect of this change on deferred taxes and the valuation allowance at December 31, 2017 was $244,147. In connection with the completion and filing of its income tax return with the Internal Revenue Service, the Company’s net operating loss carry-forward changed, resulting in an increase to deferred taxes and the valuation allowance of $77,097, bringing the total effect of the change on deferred taxes and the valuation allowance to 321,244 at December 31, 2017. The valuation allowance as of December 31, 2018 and 2017 includes $82,753 and $105,629, respectively, of net operating loss carry forwards that relate to stock compensation expense for income tax reporting purposes that upon realization, would be recorded as additional paid-in capital. The valuation allowance reduces deferred tax assets to an amount that management believes will more likely than not be realized. A reconciliation of the difference between the provision for income taxes and income taxes at the statutory U.S. federal income tax rate for the years ended December 31, 2018 and 2017 is as follows: December 31, 2018 December 31, 2017 Income tax provision at statutory rate $ (59,321 ) $ 123,612 State income taxes (11,582 ) 14,906 Stock compensation expense 82,753 105,629 Effect of change in federal tax rate — 244,147 Other — 11,904 Return to provision net operating loss adjustment — 77,097 Change in valuation allowance (11,850 ) (577,295 ) Net tax provision $ — $ — 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 July 31, 2017, Seenu G. Kasturi, who on December 31, 2018 served as the Company’s President, Chief Financial Officer and Chairman of its board of directors, purchased 2,647,144 shares of the Company’s common stock, which represented approximately 38.4% of the outstanding shares of the Company’s common stock on that date, from William D. Leopold. This transaction has been deemed to have resulted in a change in ownership of the Company pursuant to Internal Revenue Code Section 382. As a result, the Company can utilize up to $120,000 of pre-ownership change net operating loss carryforwards each year. 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 February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases Leases In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) The Company reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to the Company’s operations or that no material effect is expected on the Company’s consolidated financial statements as a result of future adoption. |