Sadot (SDOT) 10-Q 6 Sep 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Sep. 04, 2019
Document And Entity Information
Entity Registrant Name	Muscle Maker, Inc.
Entity Central Index Key	0001701756
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,780,637
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets:
Cash	$ 3,412,165	$ 357,842
Accounts receivable, net of allowance for doubtful accounts of $45,000 as of June 30, 2019 and December 31, 2018, respectively	238,572	180,768
Inventory	62,554	45,067
Current portion of loans receivable, net of allowance of $55,000 at June 30, 2019 and December 31, 2018, respectively	35,597	37,155
Current portion of loan receivable from related party		650
Prepaid expenses and other current assets	19,811	16,412
Total Current Assets	3,768,699	637,894
Property and equipment, net	842,834	637,287
Intangible assets, net	3,070,981	3,102,621
Loans receivable, non-current	58,732	75,756
Security deposits and other assets	32,532	33,532
Total Assets	7,773,778	4,487,090
Current Liabilities:
Accounts payable and accrued expenses	2,548,514	2,887,380
Convertible notes payable	100,000	100,000
Convertible notes payable to Former Parent, net of debt discount of $21,767 and $43,178 at June 30, 2019 and December 31, 2018, respectively	60,692	39,280
Convertible notes payable, net of debt discount of $720,468 at June 30, 2019	2,518,468
Convertible notes payable, related parties, net of debt discount of $102,325 at June 30, 2019	224,032
Other notes payable, related party	91,000
Deferred revenue, current	142,090	907,948
Deferred rent, current	12,564	14,243
Other current liabilities	651,094	607,486
Total Current Liabilities	6,348,454	4,556,337
Convertible notes payable, net of debt discount of $922,913 and $1,313,259 at June 30, 2019 and December 31, 2018, respectively	4,950,087	2,015,007
Convertible notes payable, related parties, net of debt discount of $24,427 and $233,462 at June 30, 2019 and December 31, 2018, respectively	75,573	153,566
Other notes payable		225,000
Other notes payable, related parties		335,000
Deferred revenue, non-current	916,910
Deferred rent, non-current	51,449	45,315
Total Liabilities	12,342,473	7,330,225
Commitments and Contingencies
Stockholders' Deficit:
Common stock, no par value, 100,000,000 shares authorized, 11,172,710 and 10,427,803 shares issued and outstanding as of June 30, 2019, and December 31, 2018, respectively	17,032,664	16,259,973
Additional paid-in capital	5,826,922	4,730,548
Accumulated deficit	(27,428,281)	(23,833,656)
Total Stockholders' Deficit	(4,568,695)	(2,843,135)
Total Liabilities and Stockholders' Deficit	$ 7,773,778	$ 4,487,090

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 45,000	$ 45,000
Allowance for loans receivable	55,000	55,000
Debt discount on convertible notes payable, former parent	21,767	43,178
Debt discount on convertible notes payable	720,468
Debt discount on convertible notes payable, related parties	102,325
Debt discount on convertible notes payable	922,913	1,313,259
Debt discount on convertible notes payable related party	$ 24,427	$ 233,462
Common stock, no par value
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	11,172,710	10,427,803
Common stock, shares outstanding	11,172,710	10,427,803

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues:
Total Revenues	$ 1,383,416	$ 1,536,963	$ 2,567,790	$ 3,575,266
Restaurant operating expenses:
Total restaurant operating expenses	852,764	997,534	1,634,997	3,076,571
Costs of other revenues		46,646		114,388
Depreciation and amortization	62,912	49,021	131,604	97,952
Other expenses incurred for closed locations	23,809	203,719	27,519	203,719
Franchise advertising fund expenses	38,494		77,393
General and administrative expenses	966,539	1,405,229	2,070,575	2,797,475
Total Costs and Expenses	1,944,518	2,702,149	3,942,088	6,290,105
Loss from Operations	(561,102)	(1,165,186)	(1,374,298)	(2,714,839)
Other (Expense) Income:
Other income (expense)	2,757	(6,215)	(108,993)	(5,619)
Interest expense, net	(465,956)	(88,914)	(648,421)	(731,500)
Loss on sale of CTI		(456,169)		(456,169)
Amortization of debt discounts	(518,305)	(647,251)	(894,373)	(1,646,591)
Total Other Expense, Net	(981,504)	(1,198,549)	(1,651,787)	(2,839,879)
Loss Before Income Tax	(1,542,606)	(2,363,735)	(3,026,085)	(5,554,718)
Income tax provision
Net (Loss) Income Net Loss	(1,542,606)	(2,363,735)	(3,026,085)	(5,554,718)
Net loss attributable to the non-controlling interest		5,186		(2,071)
Net Loss Attributable to Controlling Interest	$ (1,542,606)	$ (2,368,921)	$ (3,026,085)	$ (5,552,647)
Net Loss Attributable to Controlling Interest Per Share:
Basic and Diluted	$ (0.15)	$ (0.29)	$ (0.29)	$ (0.68)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted	10,524,063	8,307,377	10,493,131	8,140,836
Restaurant Sales [Member]
Revenues:
Total Revenues	$ 815,837	$ 940,484	$ 1,616,600	$ 2,524,741
Franchise Royalties and Fees [Member]
Revenues:
Total Revenues	529,085	502,918	873,797	805,892
Franchise Advertising Fund Contributions [Member]
Revenues:
Total Revenues	38,494		77,393
Other Revenues [Member]
Revenues:
Total Revenues		93,561		244,633
Food and Beverage Costs [Member]
Restaurant operating expenses:
Total restaurant operating expenses	286,264	349,742	575,609	927,230
Labor [Member]
Restaurant operating expenses:
Total restaurant operating expenses	339,221	353,614	618,234	1,117,124
Rent [Member]
Restaurant operating expenses:
Total restaurant operating expenses	88,645	152,267	186,835	470,989
Other Restaurant Operating Expenses [Member]
Restaurant operating expenses:
Total restaurant operating expenses	$ 138,634	$ 141,911	$ 254,319	$ 561,228

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total Controlling Interest [Member]	Non-Controlling Interest [Member]	Total
Balance at Dec. 31, 2017	$ 13,367,549	$ 552,670	$ (17,052,086)	$ (3,131,867)	$ (69,928)	$ (3,201,795)
Balance, shares at Dec. 31, 2017	7,637,855
Beneficial conversion feature - Convertible Notes		2,537,008		2,537,008		2,537,008
Warrants issued in connection with convertible debt		12,332		12,332		12,332
Warrants issued and recorded as debt discount in connection with convertible notes payable		305,055		305,055		305,055
Offering on March 29, 2018, net of underwriter's discount and offering cost of $58,798	$ 85,576			85,576		85,576
Offering on March 29, 2018, net of underwriter's discount and offering cost of $58,798, shares	44,153
Conversion of convertible notes payable into common stock	$ 899,340			899,340		899,340
Conversion of convertible notes payable into common stock, shares	553,425
Stock-based compensation: Amortization of restricted common stock	$ 39,091			39,091		39,091
Net loss			(3,183,726)	(3,183,726)	(7,257)	(3,190,983)
Balance at Mar. 31, 2018	$ 14,391,556	3,407,065	(20,235,812)	(2,437,191)	(77,185)	(2,514,376)
Balance, shares at Mar. 31, 2018	8,235,433
Balance at Dec. 31, 2017	$ 13,367,549	552,670	(17,052,086)	(3,131,867)	(69,928)	(3,201,795)
Balance, shares at Dec. 31, 2017	7,637,855
Warrants issued and recorded as debt discount in connection with convertible notes payable						343,818
Net loss						(5,554,718)
Balance at Jun. 30, 2018	$ 14,991,231	3,963,650	(22,183,834)	(3,228,953)		(3,228,953)
Balance, shares at Jun. 30, 2018	9,226,803
Balance at Mar. 31, 2018	$ 14,391,556	3,407,065	(20,235,812)	(2,437,191)	(77,185)	(2,514,376)
Balance, shares at Mar. 31, 2018	8,235,433
Beneficial conversion feature - Convertible Notes		39,072		39,072		39,072
Warrants issued and recorded as debt discount in connection with convertible notes payable		38,763		38,763		38,763
Stock-based compensation: Amortization of restricted common stock	27,133			27,133		27,133
Issuance of restricted stock
Issuance of restricted stock, shares	26,286
Shares issued for common stock	$ 180,000			180,000		180,000
Shares issued for common stock, shares	180,000
Beneficial conversion feature - Convertible Note to Former Parent		475,000		475,000		475,000
Warrants issued in connection with common stock and convertible debt		3,750		3,750		3,750
Conversion of convertible note payable to Former Parent into common stock	$ 392,542			392,542		392,542
Conversion of convertible note payable to Former Parent into common stock, shares	785,084
Sale of interest in CTI			420,899	420,899	71,999	492,898
Net loss			(2,368,921)	(2,368,921)	5,186	(2,363,735)
Balance at Jun. 30, 2018	$ 14,991,231	3,963,650	(22,183,834)	$ (3,228,953)		(3,228,953)
Balance, shares at Jun. 30, 2018	9,226,803
Balance at Dec. 31, 2018	$ 16,259,973	4,730,548	(23,833,656)			(2,843,135)
Balance, shares at Dec. 31, 2018	10,427,803
Beneficial conversion feature - Convertible Notes		217,800				217,800
Warrants issued and recorded as debt discount in connection with convertible notes payable		217,641				217,641
Stock-based compensation: Amortization of restricted common stock	165,133					165,133
Issuance of restricted stock
Issuance of restricted stock, shares	13,918
Cumulative effect of change in accounting principle			(568,540)			(568,540)
Restricted stock issued as compensation for services	$ 140,000					140,000
Restricted stock issued as compensation for services, shares	140,000
Net loss			(1,483,479)			(1,483,479)
Balance at Mar. 31, 2019	$ 16,565,106	5,165,989	(25,885,675)			(4,154,580)
Balance, shares at Mar. 31, 2019	10,581,721
Balance at Dec. 31, 2018	$ 16,259,973	4,730,548	(23,833,656)			(2,843,135)
Balance, shares at Dec. 31, 2018	10,427,803
Warrants issued and recorded as debt discount in connection with convertible notes payable
Net loss						(3,026,085)
Balance at Jun. 30, 2019	$ 17,032,664	5,826,922	(27,428,281)			(4,568,695)
Balance, shares at Jun. 30, 2019	11,172,710
Balance at Mar. 31, 2019	$ 16,565,106	5,165,989	(25,885,675)			(4,154,580)
Balance, shares at Mar. 31, 2019	10,581,721
Beneficial conversion feature - Convertible Notes		330,220				330,220
Warrants issued and recorded as debt discount in connection with convertible notes payable		330,713				330,713
Stock-based compensation: Amortization of restricted common stock	(123,431)					(123,431)
Common stock issued in exchange for interest earned on other notes payable	$ 111,666					111,666
Common stock issued in exchange for interest earned on other notes payable, shares	111,666
Common stock issued in exchange for interest earned on convertible notes payable	$ 479,323					479,323
Common stock issued in exchange for interest earned on convertible notes payable, shares	479,323
Net loss			(1,542,606)			(1,542,606)
Balance at Jun. 30, 2019	$ 17,032,664	$ 5,826,922	$ (27,428,281)			$ (4,568,695)
Balance, shares at Jun. 30, 2019	11,172,710

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) (Parenthetical)	Mar. 29, 2018USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 58,798

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows from Operating Activities
Net loss	$ (3,026,085)	$ (5,554,718)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	131,604	97,952
Accretion of interest expense		234,044
Interest expense related to issuances of warrants		305,055
Stock-based compensation	181,702	66,224
Loss on sale of CTI		456,169
Amortization of debt discounts	894,373	1,646,591
Bad debt expense	75	51,520
Deferred rent	4,455	(1,152)
Expenses paid by Former Parent		617,355
Changes in operating assets and liabilities:
Accounts receivable	(57,879)	(139,381)
Inventory	(17,487)	41,929
Prepaid expenses and other current assets	(3,399)	6,242
Security deposits and other assets	1,000	(1,186)
Accounts payable and accrued expenses	252,123	591,207
Deferred revenue	(417,488)	103,917
Other current liabilities	43,608	165,374
Total Adjustments	1,012,687	4,241,860
Net Cash Used in Operating Activities	(2,013,398)	(1,312,858)
Cash Flows from Investing Activities
Purchases of property and equipment	(305,511)	(43,834)
Issuance of loans receivable		(9,689)
Collections from loans receivable	18,582	34,708
Collections from loans receivable - related party	650	6,667
Net Cash Used in Investing Activities	(286,279)	(12,148)
Cash Flows from Financing Activities
Proceeds from issuance of restricted stock		180,000
Proceeds from offering, net of underwriter’s discount and offering costs		85,576
Repayments to Former Parent, net		(129,350)
Repayments of convertible note payable	(50,000)	(50,000)
Proceeds from other notes payable - related party	91,000	(50,000)
Proceeds from convertible notes payable	5,873,000	384,000
Proceeds from convertible notes payable - related parties	100,000	650,000
Repayments of convertible notes payable - related party	(100,000)
Repayments of other notes payable - related party	(335,000)
Repayments of other notes payables	(225,000)
Proceeds from other notes payable		460,000
Net Cash Provided by Financing Activities	5,354,000	1,530,226
Net Increase in Cash	3,054,323	205,220
Cash - Beginning of Period	357,842	78,683
Cash - End of Period	3,412,165	283,903
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	177,690	32,363
Supplemental disclosures of non-cash investing and financing activities
Beneficial conversion feature	548,020	3,051,080
Warrants issued in connection with convertible debt	548,354	16,082
Conversion of convertible notes payable to Former Parent into common stock		392,542
Conversion of notes payable into common stock		899,340
Warrants issued and recorded as debt discount in connection with notes payable		343,818
Convertible Note issued to Former Parent in exchange for payable to Former Parent		475,000
Common stock issued in exchange for interest earned on convertible notes payable	111,666
Common stock issued in exchange for interest earned on other notes payable	$ 479,323

Business Organization and Natur

Business Organization and Nature of Operations, Going Concern and Management's Plans	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Organization and Nature of Operations, Going Concern and Management's Plans	NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS, GOING CONCERN AND MANAGEMENT’S PLANS Muscle Maker, Inc. (“MMI”), a former subsidiary of American Restaurant Holdings (“ARH” or “Former Parent”) was incorporated in California on December 8, 2014 and was a majority owner of Muscle Maker Brands, LLC, (“MMB”). MMB’s subsidiaries include Company owned restaurants as well as Custom Technology, Inc, (“CTI”) a technology and point of sale (“POS”) systems dealer and technology consultant. MMB was formed on December 22, 2014 in the state of California for the purpose of acquiring and operating company owned restaurants, as well as franchising its name and business system to qualified franchisees. Muscle Maker Franchising, LLC (“MMF”) was founded in 1995 in order to develop a brand of healthy-option fast food restaurants. On January 23, 2015 (the “Closing Date”), MMI, MMB and MMF entered into an agreement whereby MMB purchased substantially all of the assets and liabilities of MMF, MMI acquired 74% of the membership units of MMB, and certain members of MMF acquired 26% of the membership units of MMB. On March 23, 2017, ARH authorized and facilitated the distribution of 5,536,308 shares of Common Stock of MMI held by American Restaurants, LLC, the wholly owned subsidiary of ARH, to the shareholders of the Former Parent (the “Spin-Off”). As a result of the Spin-Off on March 23, 2017, ARH is no longer a majority owner of MMI. On June 8, 2017, MMB converted from a limited liability company into a California corporation named Muscle Maker Brands Conversion, Inc. (“MMBC”). On July 18, 2017, MMI formed Muscle Maker Development, LLC (“Muscle Maker Development”) in the state of Nevada for the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified franchisees. Muscle Maker Development issued 1,000 membership units to its sole member and manager, MMI. MMB assigned all the existing franchise agreements to Muscle Maker Development (“Assignment and Assumption Agreement”) pursuant to the terms of that certain Assignment and Assumption Agreement, dated August 25, 2017, among MMI, MMB and Muscle Maker Development. On July 18, 2017, MMI formed Muscle Maker Corp., LLC (“Muscle Maker Corp.”) in the state of Nevada for the purpose of developing new corporate stores and operating new and existing corporate stores of MMI. Muscle Maker Corp. issued 1,000 membership units to its sole member and manager, MMI and MMI assigned all the existing corporate stores to Muscle Maker Corp. On September 15, 2017 (“Effective Merger Date”), pursuant to an Agreement of Merger, MMBC was merged (“Merger”) into MMI, with MMI as the surviving corporation, in a tax-free reorganization. Pursuant to the Merger, each share of common stock of MMBC (the “MMBC Common Stock”) owned by the members of MMF was converted into 796 shares of common stock of MMI, resulting in aggregate consideration of 1,550,964 shares of common stock of MMI to the members of MMF. As a result of the Merger, MMI directly owned 70% of the shares of CTI. On May 24, 2018, the Company entered into a stock purchase agreement between John Guild, JohnG Solutions LLC and CTI in which the Company agreed to sell their 70% ownership in CTI for a total purchase price of $1.00. On March 14, 2019, MMI formed a wholly owned subsidiary, Muscle Maker USA, Inc. (“Muscle USA.”), in the state of Texas. MMI and its subsidiaries is the “Company”. The Company operates under the name Muscle Maker Grill and is a franchisor and owner operator of Muscle Maker Grill restaurants. As of June 30, 2019, the Company’s restaurant system included seven company-owned restaurants, and thirty franchise restaurants. A Muscle Maker Grill restaurant offers quality food freshly prepared with the Company’s proprietary recipes created with the guest’s health in mind. The menu is protein based, and features various supplements, health food snacks, along with a nutritious children’s menu. Going Concern and Management’s Plans As of June 30, 2019, the Company had a cash balance, a working capital deficiency and an accumulated deficit of $3,412,165, $2,579,755, and $27,428,281, respectively. During the three and six months ended June 30, 2019, the Company incurred a pre-tax net loss of $1,542,606 and $3,026,085, respectively. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of the issuance of these condensed consolidated financial statements. The Company’s operations have primarily been funded through proceeds from the issuance of equity and debt. Subsequent to June 30, 2019, the Company received an aggregate of $175,000 associated with the issuances of convertible promissory notes payable and warrants to various lenders. (See Note 14 – Subsequent Events -12% Secured Convertible Notes). Although management believes that the Company has access to capital resources, there are no commitments, other than aforementioned, in place for new financing as of the date of the issuance of these condensed consolidated financial statements there can be no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. The Company expects to have ongoing needs for working capital in order to (a) fund operations; plus (b) expand operations by opening additional corporate-owned restaurants. To that end, the Company may be required to raise additional funds through equity or debt financing. However, there can be no assurance that the Company will be successful in securing additional capital. If the Company is unsuccessful, the Company may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund its liabilities, or (d) seek protection from creditors. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Reverse Stock Split

Reverse Stock Split	6 Months Ended
	Jun. 30, 2019
Reverse Stock Split
Reverse Stock Split	NOTE 2 – REVERSE STOCK SPLIT Effective January 31, 2018, pursuant to authority granted by the stockholders of the Company, the Company implemented a 3-for-4 reverse split of the Company’s issued common stock (the “Second Reverse Split”). All share and per share information has been retroactively adjusted to reflect the Second Reverse Split for all periods presented.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2019, and for the three and six months ended June 30, 2019 and 2018. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2018, included in this filing. The balance sheet as of December 31, 2018 has been derived from the Company’s audited financial statements. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: ● the fair value of assets acquired, and liabilities assumed in a business combination; ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated useful lives of intangible and depreciable assets; ● the recognition of revenue; and ● the recognition, measurement and valuation of current and deferred income taxes Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. Prior Period Financial Statement Correction of an Immaterial Misstatement During the second quarter of 2019, the Company identified certain adjustments required to correct balances within common stock and stock-based compensation which is included in general and administrative expenses on the accompanying condensed consolidated statements of operations, relating to restricted stock issued to employees, directors and consultants (see Note 13 – Equity – Restricted Common Stock and Note 13 – Equity – Stock-based Compensation) recorded during the three months ended March 31, 2019. The Company had incorrectly calculated the amortization of the stock-based compensation for the three months ended March 31, 2019. The errors discovered resulted in an overstatement of the Company’s common stock balance of $133,051 as of March 31, 2019, and an overstatement of the stock-based compensation of $133,051 for the three months ended March 31, 2019. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously-issued condensed consolidated financial statements, and as such no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. Such correction may be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements were corrected during the period ended June 30, 2019. The effect of these revisions on the Company’s condensed consolidated balance sheet as of March 31, 2019 is as follows: As previously As revised at March 31, 2019 Adjustment March 31, 2019 Common stock $ 16,565,106 $ (133,051 ) $ 16,432,055 Accumulated deficit (25,885,675 ) 133,051 (25,752,624 ) Total stockholders’ deficit (4,154,580 ) 133,051 (4,021,529 ) Net Loss (1,483,479 ) 133,051 (1,350,428 ) Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2019 and December 31, 2018. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument. If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument. As of June 30, 2019, and December 31, 2018, the Company did not have any derivative liabilities on its balance sheets. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its condensed consolidated financial statements and disclosures. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The guidance can be applied using a full or modified retrospective approach. The Company does not believe the adoption of the standard will have a material impact on its condensed consolidated financial statements or disclosures. In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating ASU 2018-07 and its impact on the condensed consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2018. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”). The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for emerging growth companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASU 2018-11 are effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. Revenue Recognition During the first quarter 2019, the Company adopted Topic 606 “Revenue from Contracts with Customers” for revenue recognition related to contracts with customers and applied the guidance modified retrospectively. Under the new guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we have made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. The change between Topic 605 and Topic 606, primarily impacted the way the Company recognized franchise fees. Under Topic 605 franchise fees were recognized upon opening of a restaurant or granting of a new franchise term while under Topic 606 franchise fees are recognizes on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. The impact of the adoption of Topic 606 resulted in an adjustment of $568,540 in retained earnings and deferred revenues. Restaurant Sales Retail store revenue at company operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discount and other sales related taxes. The Company recorded retail store revenues of $815,837 and $1,616,600 during the three and six months ended June 30, 2019, respectively. The Company recorded retail store revenues of $940,484 and $2,524,741 during the three and six months ended June 30, 2018, respectively. The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognize revenues form gift cards as restaurant revenues once the Company performs obligation to provide food and beverage to the customer is satisfies upon redemption of the gift card. Franchise Royalties and Fees Franchise revenues consists of royalties, franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $191,810 and $398,360 during the three and six months ended June 30, 2019, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company recorded revenue from royalties of $239,995 and $491,564 during the three and six months ended June 30, 2018, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and franchise fees. The Company capitalizes these fees upon collection from the franchisee, which then recognizes franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. The Company recorded revenue from franchise fees of $273,336 and $326,517 during the three and six months ended June 30, 2019, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company recorded revenue from royalties of $70,000 and $105,000 during the three and six months ended June 30, 2018, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $63,939 and $148,920 during the three and six months ended June 30, 2019, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company recorded revenue from rebates of $192,923 and $209,328 during the three and six months ended June 30, 2018, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. Rebates earned on purchases by company owned stores are recorded as a reduction of cost of goods sold during the period in which the related food and beverage purchases are made. Other Revenues Through its subsidiary CTI which was sold in May 2018, the Company derived revenue from the sale of POS computer systems, cash registers and camera systems, and from the provision of related consulting and support services, which generally include implementation, installation and training services. We recognize revenue when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, the fee is fixed or determinable and collectability is reasonably assured. The Company recorded $93,561 and $244,633, respectively, of revenues from these technology sales and services during the three and six months ended June 30, 2018. Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company franchise agreements, as well as unearned vendor rebates and customer deposits received in connection with technology sales and services by CTI (see Note 9 – Deferred Revenue). Customer deposits received for technology sales or services are recorded as deferred revenue and recognized when the sale is complete, or the service is performed. Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising funds. The Company’s national advertising services are provided on a system-wide basis and, therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee sales occur. The Company records the related advertising expenses as incurred under general and administrative expenses. When an advertising contribution fund is over-spent at year end, advertising expenses will be reported on the condensed consolidated statement of operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a period end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $38,494 and $77,393, respectively, during the three and six months ended June 30, 2019, which is included in franchise advertising fund contributions on the accompanying condensed consolidated statements of operations. Impacts on Financial Statements The following table summarized the impact of the adoption of the new revenue standard on the Company’s previously reported consolidated financial statements: December 31, 2018 New Revenue January 1, 2019 Deferred revenues $ 907,948 $ 568,540 $ 1,476,488 Accumulated deficit 23,833,656 568,540 24,402,196 Advertising Advertising costs are charged to expense as incurred. Advertising costs were approximately $196 and $3,613 for the three and six months ended June 30, 2019, and approximately $8,932 and $19,599 for the three and six months ended June 30, 2018 and are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants. The following securities are excluded from the calculation of weighted average diluted common shares at June 30, 2019 and 2018, respectively, because their inclusion would have been anti-dilutive: June 30, 2019 2018 Warrants 5,171,048 1,100,511 Options 33,750 33,750 Convertible debt 7,756,762 2,025,070 Total potentially dilutive shares 12,961,560 3,159,331 Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 75% and 84% of the Company’s purchases for the three and six months ended June 30, 2019, respectively. Purchases from the Company’s largest supplier totaled 80% and 77% of the Company’s purchases for the three and six months ended June 30, 2018, respectively. Controlling and Non-Controlling Interest The profits and losses of CTI were allocated among the controlling interest and the CTI non-controlling interest in the same proportions as their membership interests from January 1, 2018 through May 24, 2018. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. Subsequent Events The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 14 – Subsequent Events.

Loans Receivable

Loans Receivable	6 Months Ended
	Jun. 30, 2019
Receivables [Abstract]
Loans Receivable	NOTE 4 - LOANS RECEIVABLE At June 30, 2019 and December 31, 2018, the Company’s loans receivable consists of the following: June 30, 2019 December 31, 2018 Loans receivable, net $ 94,329 $ 112,911 Less: current portion (35,597 ) (37,155 ) Loans receivable, non-current $ 58,732 $ 75,756 Loans receivable includes loans to franchisees totaling, in the aggregate, $94,329 and $112,911, net of reserves for uncollectible loans of $55,000 and $55,000 at June 30, 2019 and December 31, 2018. The loans have original terms ranging up to 5 years, earn interest at rates ranging from 2% to 5%, and are being repaid on a weekly or monthly basis.

Loan Receivable from Related Pa

Loan Receivable from Related Party	6 Months Ended
	Jun. 30, 2019
Receivables [Abstract]
Loan Receivable from Related Party	NOTE 5 – LOAN RECEIVABLE FROM RELATED PARTY At June 30, 2019 and December 31, 2018, the Company’s loan receivable from related party consists of the following: June 30, 2019 December 31, 2018 Loans receivable from related party, net $ - 650 Less: current portion - (650 ) Loans receivable from related party, non-current $ - -

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	NOTE 6 – PROPERTY AND EQUIPMENT, NET As of June 30, 2019, and December 31, 2018 property and equipment consists of the following: June 30, 2019 December 31, 2018 Furniture and equipment $ 378,093 $ 282,896 Leasehold improvements 836,682 626,368 1,214,775 909,264 Less: accumulated depreciation and amortization (371,941 ) (271,977 ) Property and equipment, net $ 842,834 $ 637,287 Depreciation expense amounted to $47,004 and $99,964 for the three and six months ended June 30, 2019, respectively. Depreciation expense amounted to $32,226 and $63,946 for the three and six months ended June 30, 2018, respectively.

Intangible Assets, Net

Intangible Assets, Net	6 Months Ended
	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	NOTE 7 – INTANGIBLE ASSETS, NET The Company’s intangible assets include a trademark with an indefinite useful life as well as franchise agreements and a non-compete agreement, which are amortized over useful lives of thirteen years and five years, respectively. A summary of the intangible assets is presented below: Intangible Assets Trademark Franchise Agreements Total Intangible assets, net at December 31, 2018 $ 2,524,000 $ 578,621 $ 3,102,621 Amortization expense - (31,640 ) (31,640 ) Intangible assets, net at June 30, 2019 $ 2,524,000 $ 546,981 $ 3,070,981 Weighted average remaining amortization period at June 30, 2019 (in years) 8.6 Amortization expense related to intangible assets amounted to $15,908 and $31,640 for the three and six months ended June 30, 2019, respectively. Amortization expense related to intangible assets amounted to $16,795 and $34,006 for the three and six months ended June 30, 2018, respectively.

Accounts Payables and Accrued E

Accounts Payables and Accrued Expenses	6 Months Ended
	Jun. 30, 2019
Payables and Accruals [Abstract]
Accounts Payables and Accrued Expenses	NOTE 8 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES Accounts payables and accrued expenses consist of the following: June 30, 2019 December 31, 2018 Accounts payable $ 675,325 $ 841,334 Accrued payroll 184,292 181,452 Accrued vacation 17,598 - Accrued professional fees 405,110 296,518 Accrued board members fees 143,108 143,108 Accrued rent expense 516,934 618,120 Sales taxes payable (1) 271,179 297,160 Accrued interest 283,118 433,494 Accrued interest, related parties 1,795 - Other accrued expenses 50,055 76,194 $ 2,548,514 $ 2,887,380 (1) See Note 12 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes.

Deferred Revenue

Deferred Revenue	6 Months Ended
	Jun. 30, 2019
Revenue from Contract with Customer [Abstract]
Deferred Revenue	NOTE 9 – DEFERRED REVENUE At June 30, 2019 and December 31, 2018, deferred revenue consists of the following: June 30, 2019 December 31, 2018 Franchise fees $ 973,130 $ 801,107 Unearned vendor rebates 85,870 106,841 Less: Unearned vendor rebates, current (85,870 ) (106,841 ) Less: Franchise fees, current (56,220 ) (801,107 ) Deferred revenues, non-current $ 916,910 $ -

Other Current Liabilities

Other Current Liabilities	6 Months Ended
	Jun. 30, 2019
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	NOTE 10 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: June 30, 2019 December 31, 2018 Gift card liability $ 126,310 $ 122,221 Co-op advertising fund liability 283,953 240,226 Advertising fund liability 240,831 245,039 $ 651,094 $ 607,486

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Notes Payable	NOTE 11 – NOTES PAYABLE Convertible Notes 15% Senior Secured Convertible Promissory Notes From January 1, 2019 through June 30, 2019, the Company entered into Securities Purchase Agreements (“SPA”) with several accredited investors (the “Investors”) providing for the sale by the Company to the investors of 15% Senior Secured Convertible Promissory Notes (the “SPA Notes”) in the aggregate amount of $2,973,000, of which a $100,000 was to related parties. The SPA Notes bear interest at 15% per annum paid quarterly and mature 18 months from issuance. As amended on April 10, 2019, the Investors may elect to convert all or part of the SPA Notes, plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $1.00 (the “Fixed Conversion Price”); provided, however, in the event the per share price of a public offering multiplied by twenty five percent (25%) at the time of the listing of the shares of common stock on an exchange (the “Listing Event”) is less than $1.00 (the “Discounted Public Offering Price”) then the conversion price shall be reset to equal the Discounted Public Offering Price. In the event the Investors are required to execute a Lock Up Agreement concurrent with a public offering at the time of the Listing Event, then the Fixed Conversion Price shall be 17.5% of the per share offering price paid by the investors in the public offering in conjunction with an uplisting to a national exchange. In addition to the SPA Notes, the Investors also received warrants to purchase common stock of 1,486,500 shares of the Company (the “SPA Warrants”). The Investors are entitled to purchase a number of shares equal to 50% of the conversion shares of common stock of the Company. The SPA Warrants are exercisable for five years at an exercise price of $1.20. In the event conversion price is adjusted as contemplated above, then the exercise price shall adjust to equal 120% of the adjusted conversion price. The Investors may exercise the SPA Warrants on a cashless basis. The Company granted the Investors piggyback registration rights with respect to the shares of common stock underlying the SPA Notes and the SPA Warrants. 12% Secured Convertible Notes During April 2019, Muscle USA entered into security purchase agreement (“April 2019 SPA”) with the several accredited investors (“April 2019 Investors”) providing for the sale by the Company to the investors of 12% secured convertible notes (“April 2019 Notes”) in the aggregate amount of $3,000,000 (the “April 2019 Offering”). The April 2019 Notes bear interest at 12% per annum, paid quarterly, and mature 18 months from issuance. The April 2019 Investors may elect to convert all or part of the April 2019 Notes, plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $2.00 per share (the “April 2019 Conversion Price”); provided, however, in the event the per share price of a public offering multiplied by fifty percent (50%) at the time of the Company listing on a national exchange (the “April 2019 Discounted Public Offering Price”) is less than $2.00 then the April 2019 Conversion Price shall be reset to equal the lesser of (i) April 2019 Discounted Public Offering Price or (ii) a price per share equal to a $20 million valuation. In addition to the April 2019 Notes, the Investors also received 1,500,000 warrants to purchase common stock of the Company (the “April 2019 Warrants”) that entitles the holder to purchase a number of shares equal to 50% of the conversion shares of common stock of the Company. The April 2019 Warrants are exercisable for five years at an exercise price of 115% of the conversion price. Upon the occurrence of the listing of the Company’s common stock on a national securities exchange, the sale of all or substantially all of the Company’s stock, the sale or licensing of all or substantially all of the Company’s assets or any combination of the foregoing, the entire unpaid and outstanding principal amount and any accrued interest thereon under the April 2019 Notes shall automatically convert in whole without any further action by the holders. As long as the April 2019 Notes remain outstanding, the Company has agreed that, among other items, it will only use proceeds from the sale of the April 2019 Notes and exercise of the April 2019 Warrants for specific corporate purposes as set forth in the April 2019 SPA, will not incur or permit indebtedness or liens unless permitted and will not enter into variable priced transactions. The Company and the April 2019 Investors entered into Security and Pledge Agreements providing that the obligations to the April 2019 Investors are secured by substantially all of Muscle USA’s assets. The Company granted the April 2019 Investors piggyback registration rights with respect to the shares of common stock underlying the April 2019 Notes and the April 2019 Warrants. Other Convertible Notes On or about January 23, 2019, the Company and certain note holders, including related parties, agreed to extend the maturity date of the convertible notes payable, as amended and extended on or about August 2018, in the aggregate principal amount of $1,550,000, of which $400,000 was to related parties, to be upon the earlier of (a) January 24, 2020 or (b) the first day the company’s stock is publicly traded. All interest due and payable on the notes, shall be converted into shares of common stock at a conversion price of $1.00 per share. During April 2019, the Company repaid convertible notes payable in the aggregate principal amount of $150,000, of which $100,000 belong to related parties. In addition, the company issued 111,666 of the company’s common stock as payment for the interest incurred on the convertible notes payable repaid in the aggregate amount of $111,666. In accordance with ASC 470-20 “Debt with Conversion and other Options”, the intrinsic value related to the convertible notes results in a beneficial conversion feature which is recorded as a debt discount with a corresponding credit to additional paid in capital. The relative fair value of the warrants at the date of grant is also recorded as a debt discount. For the six months ended June 30, 2019 the Company recorded aggregate debt discounts of $548,354 and $548,020, related to the warrants and the beneficial conversion feature, respectively, on the convertible notes and for the six months ended June 30, 2018 the Company recorded aggregate debt discounts of $359,900 and $3,051,080, related to the warrants and the beneficial conversion feature, respectively, on the convertible notes, which were amortized over the expected terms of the respective notes. Other Notes Payable On or about January 23, 2019, the Company and certain note holders, including related parties, agreed to extend the maturity date of the notes payable, as amended and extended on or about August 2018, in the aggregate principal amount of $560,000 to be upon the earlier of (a) January 24, 2020 or (b) the first day the company’s stock is publicly traded. All interest due and payable on the notes, shall be converted into shares of common stock at a conversion price of $1.00 per share. During April 2019, the Company repaid other notes payable in the aggregate principal amount of $560,000, of which $335,000 belong to related parties. In addition, the company issued 479,323 of the company’s common stock as payment for the interest incurred on the other notes payable repaid in the aggregate amount of $479,323. On May 14, 2019, the Company issued a $91,000 promissory note to a related party. The note has a stated interest rate of 15% over the original term of one year with monthly interest payments. The note becomes due in one year or the first day the Company trades publicly on an exchange.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 12 – COMMITMENTS AND CONTINGENCIES Employment Agreements On May 1, 2018, the Company appointed Michael J. Roper as Chief Executive Officer (“CEO”) of the Company and entered into an Employment Agreement with Mr. Roper. During the term of the agreement, Mr. Roper will be entitled to a base salary at the annualized rate of $250,000 and will be eligible for a discretionary performance bonus to be paid in cash or equity. Mr. Roper is also entitled to 100,000 shares of common stock of the Company that will be issued upon a Public offering of at least $3,000,000. In addition, Mr. Mohan resigned as Interim President of the Company. On May 29, 2018, Ferdinand Groenewald, the Vice President of Finance, Principal Financial Officer and Principal Accounting Officer, notified the Company that he is resigning from his positions with the Company and its subsidiaries effective May 29, 2018. On September 26, 2018, the Company rehired Ferdinand Groenewald as Chief Financial Officer of the Company and entered into an Employment Agreement with Mr. Groenewald. Pursuant to the agreement, Mr. Groenewald will be employed as Chief Financial Officer of the Company for a period of two years unless earlier terminated pursuant to the terms of the agreement. During the term of the agreement, Mr. Groenewald will be entitled to a base salary at the annualized rate of $150,000 and will be eligible for a discretionary performance cash bonuses which will include $10,000 upon completion of the audit for the year ended December 31, 2017 and $25,000 and up to 10,000 shares of common stock upon completion of a public offering of not less than $3 million together with listing on a national exchange (the “Public Offering”), which may be increased to 25,000 in the event $5 million is raised. Mr. Groenewald’s salary will increase to $175,000 upon closing of the Public Offering. Mr. Groenewald is also eligible to participate in employee benefits plans as the Company may institute from time to time that are available for full-time employees. In addition, pursuant to board approval, Mr. Groenewald is entitled to 110,000 shares of common stock of the Company that will be issued upon a Public Offering of at least $3,000,000. On September 26, 2018, the Company appointed Kenneth Miller as Chief Operating Officer of the Company and entered into an Employment Agreement with Mr. Miller. Pursuant to the agreement, Mr. Miller will be employed as Chief Operating Officer of the Company for a period of two years unless earlier terminated pursuant to the terms of the agreement. During the term of the agreement, Mr. Miller will be entitled to a base salary at the annualized rate of $200,000, which will be increased to $275,000 upon successful closing of the Public Offering. Mr. Miller is also entitled to 100,000 shares of common stock of the Company that will be issued upon a Public offering of at least $3,000,000. Mr. Miller is eligible for a discretionary performance cash and equity bonuses which will include cash of $50,000 and 75,000 shares of common stock upon completion of the Public Offering, which may be increased to 125,000 shares in the event $5 million is raised. Mr. Miller is also eligible to participate in employee benefits plans as the Company may institute from time to time that are available for full-time employees. On October 26, 2018, the Company entered into an Employment Agreement with Michael Roper, which replaced his employment agreement from May 2018. Pursuant to the Employment Agreement, Mr. Roper will continue to be employed as Chief Executive Officer of the Company for a period of two years unless earlier terminated pursuant to the terms of the agreement. The Employment Agreement will be automatically extended upon listing the Company on a national exchange and raising $3,000,000 (the “IPO”). During the term of the Employment Agreement, Mr. Roper will be entitled to a base salary at the annualized rate of $250,000, which was increased to $275,000 upon achieving various milestones required by the Investors that participated in the September 2018 Offering and will be increased to $350,000 upon the Company completing the IPO. Mr. Roper will be eligible for a discretionary performance bonus to be paid in cash or equity, provided, however, no cash bonus will be paid until the closing of the IPO. Mr. Roper is entitled to $100,000 bonus upon closing of the IPO. Mr. Roper is also entitled to 100,000 shares of common stock of the Company that will be issued upon a Public offering of at least $3,000,000. In addition, pursuant to board approval on June 29, 2019, Mr. Roper is entitled to 250,000 shares of common stock of the Company that will be issued upon a Public Offering of at least $3,000,000. In the event the Company raises $3 million or $5 million upon completion of a public offering together with listing on a national exchange, then Mr. Roper will receive 150,000 restricted stock units or 250,000 restricted stock units, respectively. In addition, Mr. Roper will receive 100,000 restricted stock units upon the one- and two-year anniversaries of his employment. On October 26, 2018, the Company entered into an Employment Agreement with Kevin Mohan. Pursuant to the Employment Agreement, Mr. Mohan will be engaged as Chief Investment Officer of the Company for a period of two years unless earlier terminated pursuant to the terms of the agreement. The Employment Agreement will be automatically extended upon the IPO. During the term of the Employment Agreement, Mr. Mohan will be entitled to a base salary at the annualized rate of $156,000, which will be increased to $175,000 upon the IPO. Mr. Mohan will be eligible for a discretionary performance bonus to be paid in cash following the closing of the IPO. Mr. Mohan is entitled to $50,000 bonus upon closing of the IPO. In the event the Company raises $3 million or $5 million, then Mr. Mohan will receive 100,000 restricted stock units or 200,000 restricted stock units, respectively. In addition, pursuant to board approval on June 29, 2019, Mr. Mohan is entitled to 250,000 shares of common stock of the Company that will be issued upon a Public Offering of at least $3,000,000. On May 5, 2019, the Company entered into an Employment Agreement with Rodney Silva. Pursuant to the Employment Agreement, Mr. Silva will be engaged as Vice President of Brand Development/Franchise Sales of the Company for a period of eighteen months unless earlier terminated pursuant to the terms of the agreement. The Employment Agreement will be automatically extended upon the IPO. During the term of the Employment Agreement, Mr. Silva will be entitled to a base salary at the annualized rate of $150,000. Mr. Silva will be eligible for a discretionary performance bonus to be paid in cash following the closing of the IPO. Mr. Silva is also eligible to participate in employee benefits plans as the Company may institute from time to time that are available for full-time employees. On May 6, 2019, the Company appointed Aimee Infante as Chief Marketing Officer of the Company and entered into an Employment Agreement with Ms. Infante. Pursuant to the Employment Agreement, Ms. Infante will be employed as Chief Marketing Officer of the Company for a period of two years unless earlier terminated pursuant to the terms of the Employment Agreement. During the term of the Employment Agreement, Ms. Infante will be entitled to a base salary at the annualized rate of $125,000, which will be increased to $150,000 upon the completion of a public offering of not less than $3 million together with listing on a national exchange (the “Public Offering”). Following the closing of the Public Offering, Ms. Infante will receive an one time $10,000 cash bonus and will be entitled to an annual cash bonus based on 25% of her base salary subject to satisfying specific written criteria. The Company agreed to issue Ms. Infante 5,000 restricted stock units upon closing of the Public Offering, which may be increased to 10,000 restricted stock units if the Public Offering is in excess of $5 million. Ms. Infante is also eligible to participate in employee benefits plans as the Company may institute from time to time that are available for full-time employees. Consulting Agreements On September 12, 2018, the Company entered into a Consulting Agreement with a professional business and financial expert to provide the Company financial and business advice including, but not limited, to discussing financing, potential business opportunities and potential acquisition. In addition, the consultant will help the Company select an underwriter to conduct an offering and will work with Company to prepare for the offering. Pursuant to the terms of the agreement the Company agreed to pay $140,000 in cash and to issue 250,000 restricted shares of the Company’s common stock on or before September 30, 2018. In addition, the Company agrees to pay the following additional fees (i) $70,000 in cash and 70,000 in restricted shares upon performance of the first milestones per the SPA, (ii) $70,000 in cash and 70,000 in restricted shares upon performance of the Second milestones per the SPA and (iii)$150,000 in cash and 200,000 in restricted shares upon the completion of both the contract and the Company’s offering. As of March 31, 2019, the company issued an aggregate of 390,000 shares of common stock pursuant to the agreement, paid a $140,000 in cash and accrued for an additional liability of $140,000 in accounts payable and accrued expenses pursuant to the terms of the agreement. On May 24, 2019, the Company entered into a Consulting Agreement with a project management group to assist with various financial matters, documentation and presentations as needed. Pursuant to the terms of the agreement, the Company will pay $5,000 per month until the contract is cancelled by either party with written notice. Litigations, Claims and Assessments In 2017, Limestone Associates LLC (“Limestone”) filed a complaint against ARH in the Civil Court of the City of New York, County of New York, #78549/2017 for commercial non-payment of rent for the amount of $25,748 plus cost and disbursements of this proceeding. In May 2018, Limestone filed a complaint against ARH and Mr. Morgan in the Supreme Court of the State of New York, County of New York, index # 154469 seeking $1,357,243 in damages for rent, interest and other expenses. In May 2018, the Company, Former Parent and Robert E. Morgan (the former CEO of the Company) were listed as defendants to a lawsuit filed by Crownhall Realty, LLC (“Crownhall”) in the Supreme Court of the State of New York county of New York, #154467. Crownhall is seeking $1,034,087 in damages for rent, interest and other expenses. On October 3, 2018, the Company, ARH and Mr. Morgan entered into a settlement agreement with Crownhall and Limestone agreeing to forfeit all security deposits, pay an upfront amount of $25,000 and an additional $175,000 to be paid over 20 months. This agreement settles litigation surrounding two closed locations, which the plaintiffs were seeking a total of $2,391,330 in past damages for rent, interest and other expenses. As of June 30, 2019, the Company has accrued for the liability in accounts payable and accrued expenses. On March 27, 2018 a convertible note holder filed a complaint in the Iowa District Court for Polk County #CVCV056029 against the Company for failure to pay the remaining balance due on a promissory note in the amount of $100,000, together with interest, attorney fees and other costs of $171,035. On June 6, 2018 a default judgement was entered against the Company for the amount of $171,035. As of June 30, 2019, the Company has accrued for the liability in convertible notes payable and accrued interest is being recorded in accounts payable and accrued expenses and convertible notes payable. In April 2018, the Company and Former Parent was listed as a defendant in a lawsuit filed by a landlord (“Former Landlord”) in the Superior Court of the State of California. The Former Landlord is seeking $531,594 in damages for rent, interest and other expenses. The original lease was for a 5-year period and commenced on or about September 30, 2015. On January 15, 2019, the Company and the Former Landlord entered a settlement and release agreement. Pursuant to the settlement the Company shall pay the amount of $531,594 as follows (i) first payment of $49,815, net of security deposit of $11,185, on or before January 23, 2019, (ii) second payment of $25,000 on or before February 28, 2019 and (iii) thereafter sixty-nine payments of $6,400 on or before the 15 th On May 4, 2018, Stratford Road Partners, LLC (“Stratford”) filed suit against the Company’s subsidiary for non-payment of rent in the small Claims court in the state of North Carolina. Since then the property has been vacated and the landlord offered a settlement of $10,000 with no further lease obligation. On June 5, 2019 the Company signed the settlement agreement and made the payment to the landlord. As of June 30, 2019, the Company has accrued for the liability in accounts payable and accrued expenses. In May 2018, Resolute Contractors, Inc, Quality Tile, MTL Construction, Genesis Electric, JNB Interiors and Captive Aire filed a Mechanics Lien for labor, service, equipment and materials in the total amount of $98,005. The Company intends to set up various payment plans with these vendors. As of June 30, 2019, the Company has accrued for the liability in accounts payable and accrued expenses. On December 12, 2018, the Company was listed as a defendant to a lawsuit filed by a landlord in the Superior Court of the State of California. Fountain Valley is seeking approximately $121,000 in damages for rent, interest and other expenses. On February 15, 2019, the Company entered into a settlement agreement and payment plan in the amount of $85,000. The Company agreed to make the following payments (i) $15,000 on or before March 15, 2019, and (ii) ten monthly installments of $7,000 commencing on April 15, 2019 and continuing monthly on the 15th day of each month though January 15, 2020. The company has accrued for the liability in accounts payable and accrued expenses and has been making repayments pursuant to the settlement agreement. On January 18, 2019, the Company entered into an expense reimbursement agreement with an employee in connection with unreimbursed expenses incurred on behalf of the Company in the amount of $81,140 recorded in accounts payable and accrued expenses as of March 31, 2019. The Company shall pay the employee as follows (a) $1,750 upon execution of the agreement, (b) $1,000 a week commencing on January 25, 2019 ending May 24, 2019, (c) a onetime payment of $40,000 on the earlier of March 31, 2019 or when the Company fully received the anticipated funding from the a traunch of the 15% Senior Secured Convertible Notes and (d) a onetime payment of $21,390 on the earlier of May 31, 2019 or when the Company has fully received the anticipated funding from the second traunch of the 15% Senior Secured Convertible Notes. As of June 30, 2019 the full amount has been repaid. On or about March 7, 2019, the Company was listed as a defendant to a lawsuit filed by a contractor in the State of Texas. The contractor is claiming a breach of contract and is seeking approximately $32,809 in damages for services claimed to be rendered by the contractor. The Company is working with legal counsel in order to reach a settlement. As of June 30, 2019, the Company accrued $30,000 for the liability in accounts payable and accrued expenses. On May 6, 2019, the Company entered into a commission’s payment agreement in the aggregate amount of $45,894 in connection with past due commission recorded in accounts payable and accrued expenses as of March 31, 2019. The Company shall pay the employee the outstanding commission balance as follows (a) $10,894 upon execution of the agreement and (b) $7,000 per month for five months starting on May 31, 2019. As of June 30, 2019 the full amount has been repaid. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management, such matters are currently not expected to have a material impact on the Company’s financial statements. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Taxes The Company failed in certain instances in paying sales taxes collected from customers in specific states that impose a tax on sales of the Company’s products. The Company had accrued $271,179 and $297,160 which includes penalties and interest as of June 30, 2019 and December 31, 2018, respectively, related to this matter.

Equity

Equity	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
Equity	NOTE 13 – EQUITY Common Stock On March 31, 2019, the Company issued an aggregate of 140,000 shares of common stock of the Company to consultant at a $1.00 per share for services rendered pursuant to their consulting agreement dated September 12, 2018. See Note 11 – Notes Payable – Convertible Notes and Note 11 – Notes Payable – Other Notes Payable for details related to stock issuances for the six months ended June 30, 2019. Warrant Valuation The Company has computed the fair value of warrants granted using the Black-Scholes option pricing model. The expected term used for warrants issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Restricted Common Stock At June 30, 2019, the unamortized value of the restricted common stock was $119,175. The unamortized amount will be expensed over a weighted average period of 1.51 years. A summary of the activity related to the restricted common stock for the six months ended June 30, 2019 is presented below: Weighted Total Date Fair Value Outstanding at January 1, 2019 42,442 $ 6.34 Granted - - Forfeited (11,470 ) 9.33 Vested (13,918 ) 9.33 Outstanding at June 30, 2019 17,054 $ 6.99 Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $(123,431) and $181,702 for the three and six months ended June 30, 2019, respectively, of which $(124,019) and $177,246 was recorded in general and administrative expenses and $588 and $4,457 was recorded in labor expense within restaurant operating expenses. Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $27,133 and $66,224 for the three and six months ended June 30, 2018, respectively, of which $26,879 and $64,677 was recorded in general and administrative expenses and $254 and $1,547 was recorded in labor expense within restaurant operating expenses. Warrants A summary of warrants activity during the six months ended June 30, 2019 is presented below: Number of Warrants Weighted Average Weighted Average Outstanding, December 31, 2018 2,184,548 $ 3.38 3.3 Issued 2,986,500 1.75 5.0 Exercised - - - Forfeited - - - Outstanding, June 30, 2019 5,171,048 $ 2.44 4.0 Exercisable, June 30, 2019 5,171,048 $ 2.44 4.0 The grant date fair value of warrants granted during the six months ended June 30, 2019 and 2018 was determined on the date of issuance using the Black-Scholes option pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company calculates the expected volatility using the historical volatility of comparable companies over the most recent period equal to the expected term and evaluates the extent to which available information indicates that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. In applying the Black-Scholes option pricing model, the Company used the following assumptions: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Risk free interest rate 2.11 - 2.32 % 2.51 - 3.13 % 2.11 - 2.62 % 2.20 - 3.13 % Contractual term (years) 5.00 3.00 5.00 3.00 Expected volatility 58.24 % 55.37 % 52.64 - 58.24 % 53.68 - 55.37 % Expected dividend 0.00 % 0.00 % 0.00 % 0.00 %

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 14 – SUBSEQUENT EVENTS Franchised Restaurants Subsequent to June 30, 2019 and through the date of the issuance of these condensed consolidated financial statements one franchised restaurant closed. 12% Secured Convertible Notes Subsequent to June 30, 2019 through the date of the issuance of these condensed consolidated financial statements, the Company entered into April 2019 SPA Notes In addition to the April 2019 Notes, the April 2019 Investors also received 87,500 April 2019 Warrants with the same terms as the other April 2019 Warrants as disclosed in Note 11 – Notes Payable - 12% Secured Convertible Notes. Operating Leases On August 1, 2019, we entered a settlement agreement with a landlord in connection with the prior executive office in Houston, Texas as we vacated the property on April 30, 2018. The Company owed the landlord the sum of $58,522. The landlord agreed to accept $32,283 as full payment of the damages. Pursuant to the settlement we will make three equal payments of $10,761 with the first payment to be made on August 2, 2019, the second payment is to be made on September 1, 2019 and the final payment is to be made on October 1, 2019. As of June 30, 2019, the Company has accrued for the liability in accounts payable and accrued expenses. As of the date of the issuance of these condensed consolidated financial statements the Company made an aggregate of $21,522 in payments pursuant to the agreement. Trademark During July 2019 the Company filed an application to register a trade name and service mark for “Healthy Joe’s” that will be used in connection with the development and operating of potential Healthy Joe’s restaurant. If the trademark is approved, the Company will license the rights to use the Healthy Joe’s trademark and intellectual property to the wholly-owned subsidiaries, Muscle Maker Development and Muscle Maker Corp., and to further sublicense them to our franchisees for use in connection with Healthy Joe’s restaurants. Consulting Agreements During July 2019, the Company entered into a Consulting Agreement, effective as of July 1, 2019, with an advisory group to provide strategic business services in connection with a future offering. The term of the agreement is for one year. Pursuant to the terms of the agreement, the Company issued 290,000 restricted shares of common stock and agreed to pay a cash fee of $75,000 upon signing the agreement. During July 2019, the Company entered into a Consulting Agreement with consultant with a background in menu and recipe development to develop a new menu and recipes for a new healthy restaurant concept called Healthy Joe’s. The Company will issue 11,500 shares of common stock as payment pursuant to the agreement and reimburse the consultant for any out of pocket expenses in connection with the services provided pursuant to the agreement. Board Compensation On July 16, 2019, the board of directors approved a board compensation plan that would compensate the board members for their deferred compensation for 2019, 2018 and 2017. The board members are eligible for cash compensation of $4,500 or $9,000 per year. To be paid as follows: (i) directors serving on the board during 2018 and 2017, will be granted shares is lieu of payment as the letter agreements set forth certain terms pursuant to which the directors will serve as directors of the Company. In addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive 10,000 shares of common stock per year for service as director, 1,300 shares of common stock per year for service on each committee and 1,000 shares of common stock per year for service as chair for such committee. The shares of common stock for committee service will be limited to two committees. The Company will issue shares of common stock as follows, which shall be prorated for a partial year: (i) directors that served as directors during the year ended December 31, 2017 will each receive 5,000 shares of common stock, (ii) directors that served as directors during the year ended December 31, 2018 will each receive 10,000 shares of common stock and (iii) directors that served as directors during the year ended December 31, 2019 will each receive 10,000 shares of common stock. As directors have not received compensation for services to date, the Company agreed to provide equity in lieu of cash compensation and equity compensation for services rendered during 2017, 2018 and 2019. For past director services in lieu of cash unpaid to date: (i) directors that served as directors during the year ended December 31, 2017 will each receive shares of common stock valued at $4,500 to be priced at the price per share of the Company’s public offering in connection with its uplisting (the “Uplisting Offering”), (ii) directors that served as directors during the year ended December 31, 2018 will each receive shares of common stock valued at $9,000, which shall be prorated for a partial year of service, to be priced at the price per share of the Uplisting Offering and (iii) directors that served as directors during the year ended December 31, 2019 through the date of the Uplisting Offering will each receive shares of common stock valued at $9,000, which shall be prorated for a partial year of service, to be priced at the price per share of the Uplisting Offering. Following the public offering, directors will be paid cash for the balance of 2019. On August 5, 2019 the Company authorized the issuances of an aggregate of 119,046 share of common stock to the members of the board of directors

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2019, and for the three and six months ended June 30, 2019 and 2018. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2018, included in this filing. The balance sheet as of December 31, 2018 has been derived from the Company’s audited financial statements.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: ● the fair value of assets acquired, and liabilities assumed in a business combination; ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated useful lives of intangible and depreciable assets; ● the recognition of revenue; and ● the recognition, measurement and valuation of current and deferred income taxes Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.
Prior Period Financial Statement Correction of an Immaterial Misstatement	Prior Period Financial Statement Correction of an Immaterial Misstatement During the second quarter of 2019, the Company identified certain adjustments required to correct balances within common stock and stock-based compensation which is included in general and administrative expenses on the accompanying condensed consolidated statements of operations, relating to restricted stock issued to employees, directors and consultants (see Note 13 – Equity – Restricted Common Stock and Note 13 – Equity – Stock-based Compensation) recorded during the three months ended March 31, 2019. The Company had incorrectly calculated the amortization of the stock-based compensation for the three months ended March 31, 2019. The errors discovered resulted in an overstatement of the Company’s common stock balance of $133,051 as of March 31, 2019, and an overstatement of the stock-based compensation of $133,051 for the three months ended March 31, 2019. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously-issued condensed consolidated financial statements, and as such no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. Such correction may be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements were corrected during the period ended June 30, 2019. The effect of these revisions on the Company’s condensed consolidated balance sheet as of March 31, 2019 is as follows: As previously As revised at March 31, 2019 Adjustment March 31, 2019 Common stock $ 16,565,106 $ (133,051 ) $ 16,432,055 Accumulated deficit (25,885,675 ) 133,051 (25,752,624 ) Total stockholders’ deficit (4,154,580 ) 133,051 (4,021,529 ) Net Loss (1,483,479 ) 133,051 (1,350,428 )
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2019 and December 31, 2018.
Convertible Instruments	Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument. If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument. As of June 30, 2019, and December 31, 2018, the Company did not have any derivative liabilities on its balance sheets.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its condensed consolidated financial statements and disclosures. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The guidance can be applied using a full or modified retrospective approach. The Company does not believe the adoption of the standard will have a material impact on its condensed consolidated financial statements or disclosures. In June 2018, the FASB issued ASU No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating ASU 2018-07 and its impact on the condensed consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). These amendments provide clarifications and corrections to certain ASC subtopics including the following: Income Statement - Reporting Comprehensive Income – Overall (Topic 220-10), Debt - Modifications and Extinguishments (Topic 470-50), Distinguishing Liabilities from Equity – Overall (Topic 480-10), Compensation - Stock Compensation - Income Taxes (Topic 718-740), Business Combinations - Income Taxes (Topic 805-740), Derivatives and Hedging – Overall (Topic 815-10), and Fair Value Measurement – Overall (Topic 820-10). The majority of the amendments in ASU 2018-09 will be effective in annual periods beginning after December 15, 2018. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”). The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for emerging growth companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASU 2018-11 are effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements.
Revenue Recognition	Revenue Recognition During the first quarter 2019, the Company adopted Topic 606 “Revenue from Contracts with Customers” for revenue recognition related to contracts with customers and applied the guidance modified retrospectively. Under the new guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we have made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. The change between Topic 605 and Topic 606, primarily impacted the way the Company recognized franchise fees. Under Topic 605 franchise fees were recognized upon opening of a restaurant or granting of a new franchise term while under Topic 606 franchise fees are recognizes on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. The impact of the adoption of Topic 606 resulted in an adjustment of $568,540 in retained earnings and deferred revenues. Restaurant Sales Retail store revenue at company operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discount and other sales related taxes. The Company recorded retail store revenues of $815,837 and $1,616,600 during the three and six months ended June 30, 2019, respectively. The Company recorded retail store revenues of $940,484 and $2,524,741 during the three and six months ended June 30, 2018, respectively. The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognize revenues form gift cards as restaurant revenues once the Company performs obligation to provide food and beverage to the customer is satisfies upon redemption of the gift card. Franchise Royalties and Fees Franchise revenues consists of royalties, franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $191,810 and $398,360 during the three and six months ended June 30, 2019, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company recorded revenue from royalties of $239,995 and $491,564 during the three and six months ended June 30, 2018, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and franchise fees. The Company capitalizes these fees upon collection from the franchisee, which then recognizes franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. The Company recorded revenue from franchise fees of $273,336 and $326,517 during the three and six months ended June 30, 2019, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company recorded revenue from royalties of $70,000 and $105,000 during the three and six months ended June 30, 2018, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $63,939 and $148,920 during the three and six months ended June 30, 2019, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. The Company recorded revenue from rebates of $192,923 and $209,328 during the three and six months ended June 30, 2018, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. Rebates earned on purchases by company owned stores are recorded as a reduction of cost of goods sold during the period in which the related food and beverage purchases are made. Other Revenues Through its subsidiary CTI which was sold in May 2018, the Company derived revenue from the sale of POS computer systems, cash registers and camera systems, and from the provision of related consulting and support services, which generally include implementation, installation and training services. We recognize revenue when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, the fee is fixed or determinable and collectability is reasonably assured. The Company recorded $93,561 and $244,633, respectively, of revenues from these technology sales and services during the three and six months ended June 30, 2018. Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company franchise agreements, as well as unearned vendor rebates and customer deposits received in connection with technology sales and services by CTI (see Note 9 – Deferred Revenue). Customer deposits received for technology sales or services are recorded as deferred revenue and recognized when the sale is complete, or the service is performed. Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising funds. The Company’s national advertising services are provided on a system-wide basis and, therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee sales occur. The Company records the related advertising expenses as incurred under general and administrative expenses. When an advertising contribution fund is over-spent at year end, advertising expenses will be reported on the condensed consolidated statement of operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a period end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $38,494 and $77,393, respectively, during the three and six months ended June 30, 2019, which is included in franchise advertising fund contributions on the accompanying condensed consolidated statements of operations. Impacts on Financial Statements The following table summarized the impact of the adoption of the new revenue standard on the Company’s previously reported consolidated financial statements: December 31, 2018 New Revenue January 1, 2019 Deferred revenues $ 907,948 $ 568,540 $ 1,476,488 Accumulated deficit 23,833,656 568,540 24,402,196
Advertising	Advertising Advertising costs are charged to expense as incurred. Advertising costs were approximately $196 and $3,613 for the three and six months ended June 30, 2019, and approximately $8,932 and $19,599 for the three and six months ended June 30, 2018 and are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.
Net Loss Per Share	Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants. The following securities are excluded from the calculation of weighted average diluted common shares at June 30, 2019 and 2018, respectively, because their inclusion would have been anti-dilutive: June 30, 2019 2018 Warrants 5,171,048 1,100,511 Options 33,750 33,750 Convertible debt 7,756,762 2,025,070 Total potentially dilutive shares 12,961,560 3,159,331
Major Vendor	Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 75% and 84% of the Company’s purchases for the three and six months ended June 30, 2019, respectively. Purchases from the Company’s largest supplier totaled 80% and 77% of the Company’s purchases for the three and six months ended June 30, 2018, respectively.
Controlling and Non-Controlling Interest	Controlling and Non-Controlling Interest The profits and losses of CTI were allocated among the controlling interest and the CTI non-controlling interest in the same proportions as their membership interests from January 1, 2018 through May 24, 2018.
Reclassifications	Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss.
Subsequent Events	Subsequent Events The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 14 – Subsequent Events.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Schedule of Condensed Consolidated Balance Sheet	The effect of these revisions on the Company’s condensed consolidated balance sheet as of March 31, 2019 is as follows: As previously As revised at March 31, 2019 Adjustment March 31, 2019 Common stock $ 16,565,106 $ (133,051 ) $ 16,432,055 Accumulated deficit (25,885,675 ) 133,051 (25,752,624 ) Total stockholders’ deficit (4,154,580 ) 133,051 (4,021,529 ) Net Loss (1,483,479 ) 133,051 (1,350,428 )
Schedule of the Impact of the Adoption of the New Revenue Standard	The following table summarized the impact of the adoption of the new revenue standard on the Company’s previously reported consolidated financial statements: December 31, 2018 New Revenue January 1, 2019 Deferred revenues $ 907,948 $ 568,540 $ 1,476,488 Accumulated deficit 23,833,656 568,540 24,402,196
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities are excluded from the calculation of weighted average diluted common shares at June 30, 2019 and 2018, respectively, because their inclusion would have been anti-dilutive: June 30, 2019 2018 Warrants 5,171,048 1,100,511 Options 33,750 33,750 Convertible debt 7,756,762 2,025,070 Total potentially dilutive shares 12,961,560 3,159,331

Loans Receivable (Tables)

Loans Receivable (Tables)	6 Months Ended
	Jun. 30, 2019
Receivables [Abstract]
Schedule of Loans Receivables	At June 30, 2019 and December 31, 2018, the Company’s loans receivable consists of the following: June 30, 2019 December 31, 2018 Loans receivable, net $ 94,329 $ 112,911 Less: current portion (35,597 ) (37,155 ) Loans receivable, non-current $ 58,732 $ 75,756

Loan Receivable from Related _2

Loan Receivable from Related Party (Tables)	6 Months Ended
	Jun. 30, 2019
Receivables [Abstract]
Schedule of Loans Receivable from Related Party	At June 30, 2019 and December 31, 2018, the Company’s loan receivable from related party consists of the following: June 30, 2019 December 31, 2018 Loans receivable from related party, net $ - 650 Less: current portion - (650 ) Loans receivable from related party, non-current $ - -

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2019
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	As of June 30, 2019, and December 31, 2018 property and equipment consists of the following: June 30, 2019 December 31, 2018 Furniture and equipment $ 378,093 $ 282,896 Leasehold improvements 836,682 626,368 1,214,775 909,264 Less: accumulated depreciation and amortization (371,941 ) (271,977 ) Property and equipment, net $ 842,834 $ 637,287

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	A summary of the intangible assets is presented below: Intangible Assets Trademark Franchise Agreements Total Intangible assets, net at December 31, 2018 $ 2,524,000 $ 578,621 $ 3,102,621 Amortization expense - (31,640 ) (31,640 ) Intangible assets, net at June 30, 2019 $ 2,524,000 $ 546,981 $ 3,070,981 Weighted average remaining amortization period at June 30, 2019 (in years) 8.6

Accounts Payables and Accrued_2

Accounts Payables and Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2019
Payables and Accruals [Abstract]
Schedule of Accounts Payables and Accrued Expenses	Accounts payables and accrued expenses consist of the following: June 30, 2019 December 31, 2018 Accounts payable $ 675,325 $ 841,334 Accrued payroll 184,292 181,452 Accrued vacation 17,598 - Accrued professional fees 405,110 296,518 Accrued board members fees 143,108 143,108 Accrued rent expense 516,934 618,120 Sales taxes payable (1) 271,179 297,160 Accrued interest 283,118 433,494 Accrued interest, related parties 1,795 - Other accrued expenses 50,055 76,194 $ 2,548,514 $ 2,887,380 (1) See Note 12 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes.

Deferred Revenue (Tables)

Deferred Revenue (Tables)	6 Months Ended
	Jun. 30, 2019
Revenue from Contract with Customer [Abstract]
Schedule of Deferred Revenue	At June 30, 2019 and December 31, 2018, deferred revenue consists of the following: June 30, 2019 December 31, 2018 Franchise fees $ 973,130 $ 801,107 Unearned vendor rebates 85,870 106,841 Less: Unearned vendor rebates, current (85,870 ) (106,841 ) Less: Franchise fees, current (56,220 ) (801,107 ) Deferred revenues, non-current $ 916,910 $ -

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2019
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	Other current liabilities consist of the following: June 30, 2019 December 31, 2018 Gift card liability $ 126,310 $ 122,221 Co-op advertising fund liability 283,953 240,226 Advertising fund liability 240,831 245,039 $ 651,094 $ 607,486

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
Schedule of Activity Related to Restricted Common Stock	A summary of the activity related to the restricted common stock for the six months ended June 30, 2019 is presented below: Weighted Total Date Fair Value Outstanding at January 1, 2019 42,442 $ 6.34 Granted - - Forfeited (11,470 ) 9.33 Vested (13,918 ) 9.33 Outstanding at June 30, 2019 17,054 $ 6.99
Schedule of Warrants Activity	A summary of warrants activity during the six months ended June 30, 2019 is presented below: Number of Warrants Weighted Average Weighted Average Outstanding, December 31, 2018 2,184,548 $ 3.38 3.3 Issued 2,986,500 1.75 5.0 Exercised - - - Forfeited - - - Outstanding, June 30, 2019 5,171,048 $ 2.44 4.0 Exercisable, June 30, 2019 5,171,048 $ 2.44 4.0
Schedule of Stock Options Assumptions	In applying the Black-Scholes option pricing model, the Company used the following assumptions: For the Three Months Ended For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Risk free interest rate 2.11 - 2.32 % 2.51 - 3.13 % 2.11 - 2.62 % 2.20 - 3.13 % Contractual term (years) 5.00 3.00 5.00 3.00 Expected volatility 58.24 % 55.37 % 52.64 - 58.24 % 53.68 - 55.37 % Expected dividend 0.00 % 0.00 % 0.00 % 0.00 %

Business Organization and Nat_2

Business Organization and Nature of Operations, Going Concern and Management's Plans (Details Narrative) - USD ($)	Jul. 02, 2019	Sep. 15, 2017	Jul. 18, 2017	Mar. 23, 2017	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Mar. 31, 2019	Jan. 02, 2019	Dec. 31, 2018	May 24, 2018	Jan. 23, 2015
Acquisition percentage													74.00%
Cash balance					$ 3,412,165		$ 3,412,165				$ 357,842
Working capital deficiency					2,579,755		2,579,755
Accumulated deficit					(27,428,281)		(27,428,281)		$ (25,752,624)	$ 24,402,196	$ (23,833,656)
Net loss before income tax					$ (1,542,606)	$ (2,363,735)	(3,026,085)	$ (5,554,718)
Proceeds from convertible promissory notes payable							$ 5,873,000	$ 384,000
Subsequent Event [Member] | Convertible Promissory Notes Payable and Warrants [Member]
Proceeds from convertible promissory notes payable	$ 175,000
Agreement of Merger [Member] | MMBC Common Stock [Member]
Stock converted to shares		796
Muscle Maker Franchising, LLC [Member]
Acquisition percentage													26.00%
Muscle Maker Franchising, LLC [Member] | Agreement of Merger [Member]
Aggregate consideration		1,550,964
American Restaurant Holdings [Member]
Common stock authorized and facilitated				5,536,308
Muscle Maker Development, LLC [Member] | Sole Member and Manager [Member]
Number of membership unit issued			1,000
Muscle Maker Corp., LLC [Member] | Sole Member and Manager [Member]
Number of membership unit issued			1,000
CTI [Member] | Agreement of Merger [Member]
Equity ownership percentage		70.00%
CTI [Member] | Stock Purchase Agreement [Member]
Equity ownership percentage												70.00%
Total purchase price share												$ 1

Reverse Stock Split (Details Na

Reverse Stock Split (Details Narrative)	Jan. 31, 2018
Reverse Stock Split
Reverse split	The Company implemented a 3-for-4 reverse split of the Company's issued common stock (the "Second Reverse Split")

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jan. 02, 2019	Dec. 31, 2018
Common stock balance	$ 17,032,664	$ 16,432,055		$ 17,032,664			$ 16,259,973
Cash equivalents
Derivative liabilities
Deferred revenue						$ 1,476,488	907,948
Accumulated deficit	(27,428,281)	(25,752,624)		(27,428,281)		$ 24,402,196	(23,833,656)
Revenues	1,383,416		$ 1,536,963	2,567,790	$ 3,575,266
Franchise advertising fund expenses	38,494			77,393
Advertising costs	$ 196		$ 8,932	$ 3,613	$ 19,599
Supplier Concentration Risk [Member] | Purchases [Member]
Concentration risk percentage	75.00%		80.00%	84.00%	77.00%
Restaurant Sales [Member]
Revenues	$ 815,837		$ 940,484	$ 1,616,600	$ 2,524,741
Royalties [Member]
Revenues	191,810		239,995	398,360	491,564
Franchise [Member]
Revenues	273,336		70,000	326,517	105,000
Rebates [Member]
Revenues	$ 63,939		192,923	$ 148,920	209,328
Technology Sales and Services [Member]
Other revenues			$ 93,561		$ 244,633
New Revenue Standard Adjustment [Member]
Deferred revenue							568,540
Accumulated deficit							$ 568,540
Restatement Adjustment [Member]
Common stock balance		(133,051)
Stock-based compensation		133,051
Accumulated deficit		$ 133,051

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Condensed Consolidated Balance Sheet (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jan. 02, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Common stock	$ 17,032,664	$ 16,432,055		$ 17,032,664			$ 16,259,973
Accumulated deficit	(27,428,281)	(25,752,624)		(27,428,281)		$ 24,402,196	(23,833,656)
Total stockholders' deficit	(4,568,695)	(4,154,580)	$ (3,228,953)	(4,568,695)	$ (3,228,953)		$ (2,843,135)	$ (2,514,376)	$ (3,201,795)
Net Loss	$ (1,542,606)	(1,350,428)	$ (2,368,921)	$ (3,026,085)	$ (5,552,647)
Previously Reported [Member]
Common stock		16,565,106
Accumulated deficit		(25,885,675)
Total stockholders' deficit		(4,154,580)
Net Loss		(1,483,479)
Restatement Adjustment [Member]
Common stock		(133,051)
Accumulated deficit		133,051
Total stockholders' deficit		133,051
Net Loss		$ 133,051

Significant Accounting Polici_6

Significant Accounting Policies - Schedule of the Impact of the Adoption of the New Revenue Standard (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019	Jan. 02, 2019	Dec. 31, 2018
Deferred revenue			$ 1,476,488	$ 907,948
Accumulated deficit	$ (27,428,281)	$ (25,752,624)	$ 24,402,196	(23,833,656)
New Revenue Standard Adjustment [Member]
Deferred revenue				568,540
Accumulated deficit				$ 568,540

Significant Accounting Polici_7

Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Total potentially dilutive shares	12,961,560	3,159,331
Warrants [Member]
Total potentially dilutive shares	5,171,048	1,100,511
Options [Member]
Total potentially dilutive shares	33,750	33,750
Convertible Debt [Member]
Total potentially dilutive shares	7,756,762	2,025,070

Loans Receivable (Details Narra

Loans Receivable (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Loans receivable	$ 94,329	$ 112,911
Net of reserves for uncollectible loans	$ 55,000	$ 55,000
Maximum [Member]
Loan original term	5 years
Interest rate	5.00%
Minimum [Member]
Interest rate	2.00%

Loans Receivable - Schedule of

Loans Receivable - Schedule of Loans Receivables (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Receivables [Abstract]
Loans receivable, net	$ 94,329	$ 112,911
Less: current portion	(35,597)	(37,155)
Loans receivable, non-current	$ 58,732	$ 75,756

Loan Receivable from Related _3

Loan Receivable from Related Party - Schedule of Loans Receivable from Related Party (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Receivables [Abstract]
Loans receivable from related party, net		$ 650
Less: current portion		(650)
Loans receivable from related party, non-current

Property and Equipment, Net (De

Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 47,004	$ 32,226	$ 99,964	$ 63,946

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Furniture and equipment	$ 378,093	$ 282,896
Leasehold improvements	836,682	626,368
Property and equipment, gross	1,214,775	909,264
Less: accumulated depreciation and amortization	(371,941)	(271,977)
Property and equipment, net	$ 842,834	$ 637,287

Intangible Assets, Net (Details

Intangible Assets, Net (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Amortization expense	$ 15,908	$ 16,795	$ 31,640	$ 34,006
Franchise Agreements [Member]
Intangible asset, useful life			13 years
Non-compete Agreements [Member]
Intangible asset, useful life			5 years

Intangible Assets, Net - Schedu

Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Intangible assets, net beginning balance			$ 3,102,621
Amortization expense	$ (15,908)	$ (16,795)	(31,640)	$ (34,006)
Intangible assets, net ending balance	3,070,981		3,070,981
Trademark [Member]
Intangible assets, net beginning balance			2,524,000
Amortization expense
Intangible assets, net ending balance	2,524,000		2,524,000
Franchise Agreements [Member]
Intangible assets, net beginning balance			578,621
Amortization expense			(31,640)
Intangible assets, net ending balance	$ 546,981		$ 546,981
Weighted average remaining amortization period at June 30, 2019 (in years)			8 years 7 months 6 days

Accounts Payables and Accrued_3

Accounts Payables and Accrued Expenses - Schedule of Accounts Payables and Accrued Expenses (Details) - USD ($)		Jun. 30, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accounts payable		$ 675,325	$ 841,334
Accrued payroll		184,292	181,452
Accrued vacation		17,598
Accrued professional fees		405,110	296,518
Accrued board members fees		143,108	143,108
Accrued rent expense		516,934	618,120
Sales taxes payable	[1]	271,179	297,160
Accrued interest		283,118	433,494
Accrued interest, related parties		1,795
Other accrued expenses		50,055	76,194
Accounts payables and accrued expenses		$ 2,548,514	$ 2,887,380
[1]	See Note 12 - Commitments and Contingencies - Taxes for detailed related to delinquent sales taxes.

Deferred Revenue - Schedule of

Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Franchise fees	$ 973,130	$ 801,107
Unearned vendor rebates	85,870	106,841
Less: Unearned vendor rebates, current	(85,870)	(106,841)
Less: Franchise fees, current	(56,220)	(801,107)
Deferred revenues, non-current	$ 916,910

Other Current Liabilities - Sch

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Gift card liability	$ 126,310	$ 122,221
Co-op advertising fund liability	283,953	240,226
Advertising fund liability	240,831	245,039
Other current liabilities	$ 651,094	$ 607,486

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	May 14, 2019	Apr. 10, 2019	Jan. 23, 2019	Apr. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Repayment of related party debt									$ 50,000	$ 50,000
Warrants issued in connection with convertible debt					$ 330,713	$ 217,641	$ 38,763	$ 305,055		343,818
Proceeds from related party debt									$ 100,000	650,000
15% Senior Secured Convertible Promissory Notes [Member] | Accredited Investor [Member] | Securities Purchase Agreements [Member]
Debt interest percentage					15.00%				15.00%
Secured convertible notes debt					$ 2,973,000				$ 2,973,000
Notes payable, related parties					$ 100,000				$ 100,000
Debt instrument maturity description									Mature 18 months from issuance
Debt instrument conversion price		$ 1
Debt conversion description		The Investors may elect to convert all or part of the SPA Notes, plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $1.00 (the “Fixed Conversion Price”); provided, however, in the event the per share price of a public offering multiplied by twenty five percent (25%) at the time of the listing of the shares of common stock on an exchange (the “Listing Event”) is less than $1.00 (the “Discounted Public Offering Price”) then the conversion price shall be reset to equal the Discounted Public Offering Price. In the event the Investors are required to execute a Lock Up Agreement concurrent with a public offering at the time of the Listing Event, then the Fixed Conversion Price shall be 17.5% of the per share offering price paid by the investors in the public offering in conjunction with an uplisting to a national exchange.
15% Senior Secured Convertible Promissory Notes [Member] | Accredited Investor [Member] | Securities Purchase Agreements [Member] | Warrants [Member]
Warrants to purchase common stock					1,486,500				1,486,500
Warrants term									5 years
Warrant exercise price					$ 1.20				$ 1.20
Number of warrants conversion shares of common stock percentage									50.00%
Percentage for warrant exercise price adjusted conversion price									120.00%
12% Secured Convertible Notes [Member] | Accredited Investor [Member] | Securities Purchase Agreements [Member]
Debt interest percentage					12.00%				12.00%
Secured convertible notes debt					$ 3,000,000				$ 3,000,000
Debt instrument maturity description									Mature 18 months from issuance
Debt instrument conversion price					$ 2				$ 2
Debt conversion description									The April 2019 Investors may elect to convert all or part of the April 2019 Notes, plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $2.00 per share (the “April 2019 Conversion Price”); provided, however, in the event the per share price of a public offering multiplied by fifty percent (50%) at the time of the Company listing on a national exchange (the “Discounted Public Offering Price”) is less than $2.00 then the April 2019 Conversion Price shall be reset to equal the lesser of (i) Discounted Public Offering Price or (ii) a price per share equal to a $20 million valuation.
12% Secured Convertible Notes [Member] | Accredited Investor [Member] | Securities Purchase Agreements [Member] | Warrants [Member]
Warrants to purchase common stock					1,500,000				1,500,000
Warrants term									5 years
Number of warrants conversion shares of common stock percentage									50.00%
Percentage for warrant exercise price adjusted conversion price									115.00%
Securities Purchase Agreements [Member] | Accredited Investor [Member]
Secured convertible notes debt			$ 1,550,000
Notes payable, related parties			$ 400,000
Debt instrument maturity description			The company and certain note holders, including related parties, agreed to extend the maturity date of the convertible notes payable, as amended and extended on or about August 2018, in the aggregate principal amount of $1,550,000, of which $400,000 was to related parties, to be upon the earlier of (a) January 24, 2020 or (b) the first day the company's stock is publicly traded. All interest due and payable on the notes, shall be converted into shares of common stock at a conversion price of $1.00 per share.
Debt instrument conversion price			$ 1
Other Convertible Notes [Member]
Repayment of other debt				$ 150,000
Repayment of related party debt				$ 100,000
Number of shares issued for interest on other notes payable				111,666
Number of shares issued for interest on other notes payable, value				$ 111,666
Convertible Promissory Note [Member]
Warrants issued in connection with convertible debt									$ 548,354	359,900
Beneficial conversion feature									$ 548,020	$ 3,051,080
Other Notes Payable [Member]
Debt instrument maturity description			The Company and certain note holders, including related parties, agreed to extend the maturity date of the notes payable, as amended and extended on or about August 2018, in the aggregate principal amount of $560,000 to be upon the earlier of (a) January 24, 2020 or (b) the first day the company's stock is publicly traded.
Debt instrument conversion price			$ 1
Repayment of other debt				560,000
Repayment of related party debt				$ 335,000
Number of shares issued for interest on other notes payable				479,323
Number of shares issued for interest on other notes payable, value				$ 479,323
Other notes payable			$ 560,000
Promissory Note [Member]
Debt interest percentage	15.00%
Proceeds from related party debt	$ 91,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)

Jun. 29, 2019

May 24, 2019

May 06, 2019

May 06, 2019

Apr. 15, 2019

Mar. 15, 2019

Mar. 07, 2019

Feb. 28, 2019

Feb. 15, 2019

Jan. 23, 2019

Jan. 18, 2019

Jan. 15, 2019

Dec. 12, 2018

Oct. 26, 2018

Oct. 03, 2018

Sep. 26, 2018

Sep. 26, 2018

Sep. 12, 2018

Jun. 06, 2018

May 01, 2018

Mar. 27, 2018

Oct. 26, 2018

May 31, 2018

Apr. 30, 2018

Mar. 31, 2019

Jun. 30, 2018

Jun. 30, 2019

Jun. 30, 2018

Dec. 31, 2017

Dec. 31, 2018

May 04, 2018

Gross proceeds from offering

$ 85,576

Value of issued shares of common stock

$ 180,000

Stock issued for restricted stock, value

Taxes on penalties and interest

271,179

$ 297,160

Former Landlord [Member]

Loss contingency seeking damages

$ 531,594

Original lease term

5 years

Paid of litigation settlement amount

$ 6,400

$ 25,000

$ 49,815

$ 531,594

Security deposits

$ 11,185

Payments for legal settlements, description

thereafter sixty-nine payments of $6,400 on or before the 15th of each month beginning on March 15, 2019.

Payments of settlement in twelve timely installment payments

$ 6,400

Fountain Valley [Member]

Loss contingency seeking damages

$ 121,000

Paid of litigation settlement amount

$ 85,000

Limestone Associates LLC [Member]

Rent expense

$ 25,748

Stratford Road Partners, LLC [Member]

Lease obligation

$ 10,000

Resolute Contractors, Inc [Member]

Litigation settlement amount

$ 98,005

Employment Agreements [Member]

Gross proceeds from offering

$ 3,000,000

5,000,000

Employment Agreement [Member] | Rodney Silva [Member]

Base salary

$ 150,000

Employment Agreement [Member] | Aimee Infante [Member]

Base salary

125,000

Gross proceeds from offering

3,000,000

Employee bonus

$ 10,000

$ 10,000

Cash bonus percentage

25.00%

Employment Agreement [Member] | Maximum [Member] | Aimee Infante [Member]

Stock issued for restricted stock, shares

10,000

Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | Aimee Infante [Member]

Stock issued for restricted stock, shares

5,000

Stock issued for restricted stock, value

$ 5,000,000

Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member] | Aimee Infante [Member]

Base salary

150,000

Consulting Agreement [Member]

Consulting fees

$ 5,000

Consulting Agreement [Member] | Underwriter [Member] | Restricted Stock Units (RSUs) [Member]

Stock issued for restricted stock, shares

250,000

Stock issued for restricted stock, value

$ 140,000

Securities Purchase Agreements [Member] | Restricted Stock Units (RSUs) [Member]

Number of common stock shares issued

390,000

Payment of cash for potential business opportunities and potential acquisition

$ 140,000

Accounts payable and accrued expenses

$ 140,000

Securities Purchase Agreements [Member] | Restricted Stock Units (RSUs) [Member] | First Milestones [Member]

Stock issued for restricted stock, shares

70,000

Stock issued for restricted stock, value

$ 70,000

Securities Purchase Agreements [Member] | Restricted Stock Units (RSUs) [Member] | Second Milestones [Member]

Stock issued for restricted stock, shares

70,000

Stock issued for restricted stock, value

$ 70,000

Securities Purchase Agreements [Member] | Restricted Stock Units (RSUs) [Member] | Upon Completion of Both Contract [Member]

Stock issued for restricted stock, shares

200,000

Stock issued for restricted stock, value

$ 150,000

Settlement Agreement [Member] | Fountain Valley [Member]

Paid of litigation settlement amount

$ 7,000

$ 15,000

Payments for legal settlements, description

ten monthly installments of $7,000 commencing on April 15, 2019 and continuing monthly on the 15th day of each month though January 15, 2020.

Reimbursement Agreement [Member]

Accounts payable and accrued expenses

$ 81,140

Expense reimbursement description

The Company shall pay the employee as follows (a) $1,750 upon execution of the agreement, (b) $1,000 a week commencing on January 25, 2019 ending May 24, 2019, (c) a onetime payment of $40,000 on the earlier of March 31, 2019 or when the Company fully received the anticipated funding from the a traunch of the 15% Senior Secured Convertible Notes and (d) a onetime payment of $21,390 on the earlier of May 31, 2019 or when the Company has fully received the anticipated funding from the second traunch of the 15% Senior Secured Convertible Notes. As of June 30, 2019 the full amount has been repaid.

Litigations, Claims and Assessments [Member]

Accounts payable and accrued expenses

$ 30,000

Loss contingency seeking damages

$ 32,809

Commission's Payment Agreement [Member]

Accounts payable and accrued expenses

$ 45,894

$ 45,894

Agreement payment, description

(a) $10,894 upon execution of the agreement and (b) $7,000 per month for five months starting on May 31, 2019. As of June 30, 2019 the full amount has been repaid.

Michael J. Roper [Member]

Base salary

$ 250,000

Number of common stock shares issued

100,000

Gross proceeds from offering

$ 3,000,000

Michael J. Roper [Member] | Upon One and Two Year Anniversaries [Member]

Stock issued for restricted stock, shares

100,000

Michael J. Roper [Member] | Employment Agreements [Member]

Base salary

$ 250,000

Gross proceeds from offering

$ 3,000,000

Agreement term

2 years

Employment salary increased upon achieving various milestones by investors

$ 350,000

Michael J. Roper [Member] | Employment Agreements [Member] | Restricted Stock Units (RSUs) One [Member] | Minimum [Member]

Stock issued for restricted stock, shares

150,000

Stock issued for restricted stock, value

$ 3,000,000

Michael J. Roper [Member] | Employment Agreements [Member] | Restricted Stock Units (RSUs) One [Member] | Maximum [Member]

Stock issued for restricted stock, shares

250,000

Stock issued for restricted stock, value

$ 5,000,000

Michael J. Roper [Member] | Employment Agreements [Member] | Public Offering [Member]

Number of common stock shares issued

250,000

100,000

Value of issued shares of common stock

$ 3,000,000

$ 3,000,000

Employee bonus

100,000

100,000

Michael J. Roper [Member] | Employment Agreements [Member] | September 2018 Offering [Member]

Employment salary increased upon achieving various milestones by investors

275,000

Ferdinand Groenewald [Member]

Base salary

$ 150,000

Number of common stock shares issued

10,000

Gross proceeds from offering

$ 3,000,000

Cash bonuses

$ 10,000

Ferdinand Groenewald [Member] | Employment Agreements [Member]

Base salary

$ 25,000

Agreements term description

Mr. Groenewald will be entitled to a base salary at the annualized rate of $150,000 and will be eligible for a discretionary performance cash bonuses which will include $10,000 upon completion of the audit for the year ended December 31, 2017 and $25,000 and up to 10,000 shares of common stock upon completion of a public offering of not less than $3 million together with listing on a national exchange (the "Public Offering"), which may be increased to 25,000 in the event $5 million is raised.

Agreement term

2 years

Ferdinand Groenewald [Member] | Employment Agreements [Member] | Public Offering [Member]

Base salary

$ 175,000

Number of common stock shares issued

110,000

Value of issued shares of common stock

$ 3,000,000

Kenneth Miller [Member] | Employment Agreements [Member]

Base salary

$ 200,000

Agreements term description

Mr. Miller is eligible for a discretionary performance cash and equity bonuses which will include cash of $50,000 and 75,000 shares of common stock upon completion of the Public Offering, which may be increased to 125,000 shares in the event $5 million is raised.

Cash bonuses

$ 50,000

Agreement term

2 years

Kenneth Miller [Member] | Employment Agreements [Member] | Public Offering [Member]

Base salary

$ 275,000

Number of common stock shares issued

100,000

Value of issued shares of common stock

$ 3,000,000

Equity bonuses

75,000

Kevin Mohan [Member] | Employment Agreement [Member]

Base salary

156,000

Number of common stock shares issued

250,000

Gross proceeds from offering

175,000

Value of issued shares of common stock

$ 3,000,000

Employee bonus

$ 50,000

$ 50,000

Kevin Mohan [Member] | Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member]

Stock issued for restricted stock, shares

100,000

Stock issued for restricted stock, value

$ 3,000,000

Kevin Mohan [Member] | Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | Maximum [Member]

Stock issued for restricted stock, shares

200,000

Stock issued for restricted stock, value

$ 5,000,000

Robert E. Morgan [Member]

Loss contingency seeking damages

$ 2,391,330

1,357,243

Upfront amount

25,000

Additional upfront fee

$ 175,000

Robert E. Morgan [Member] | Crownhall Realty, LLC [Member]

Loss contingency seeking damages

$ 1,034,087

Note Holder [Member]

Convertible promissory notes

$ 100,000

Other costs

$ 171,035

$ 171,035

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Stock-based compensation				$ 181,702	$ 66,224
General and administrative expenses	$ 966,539		$ 1,405,229	2,070,575	2,797,475
Restricted Common Stock [Member]
Unamortized value				$ 119,175
Unamortized value weighted average period				1 year 6 months 3 days
Consultant [Member]
Number of common stock shares issued		140,000
Shares issued price per share		$ 1
Employees Directors and Consultants [Member] | Restricted Common Stock [Member]
Stock-based compensation	(123,431)		27,133	$ 181,702	66,224
General and administrative expenses	(124,019)		26,879	177,246	64,677
Labor expense	$ 588		$ 254	$ 4,457	$ 1,547

Equity - Schedule of Activity R

Equity - Schedule of Activity Related to Restricted Common Stock (Details) - Restricted Common Stock [Member]	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Restricted Common Stock, Outstanding Beginning | shares	42,442
Restricted Common Stock, Granted | shares
Restricted Common Stock, Forfeited | shares	(11,470)
Restricted Common Stock, Vested | shares	(13,918)
Restricted Common Stock, Outstanding Ending | shares	17,054
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares	$ 6.34
Weighted Average Grant Date Fair Value, Granted | $ / shares
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	9.33
Weighted Average Grant Date Fair Value, Vested | $ / shares	9.33
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares	$ 6.99

Equity - Schedule of Warrants A

Equity - Schedule of Warrants Activity (Details)	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Equity [Abstract]
Number of Warrants, Outstanding Beginning | shares	2,184,548
Number of Warrants, Issued | shares	2,986,500
Number of Warrants, Exercised | shares
Number of Warrants, Forfeited | shares
Number of Warrants, Outstanding Ending | shares	5,171,048
Number of Warrants, Exercisable | shares	5,171,048
Weighted Average Exercise Price, Outstanding Beginning | $ / shares	$ 3.38
Weighted Average Exercise Price, Issued | $ / shares	1.75
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited | $ / shares
Weighted Average Exercise Price, Outstanding Ending | $ / shares	2.44
Weighted Average Exercise Price, Exercisable | $ / shares	$ 2.44
Weighted Average Remaining Life In Years, Outstanding Beginning	3 years 3 months 19 days
Weighted Average Remaining Life In Years, Issued	5 years
Weighted Average Remaining Life In Years, Outstanding Ending	4 years
Weighted Average Remaining Life In Years, Exercisable	4 years

Equity - Schedule of Stock Opti

Equity - Schedule of Stock Options Assumptions (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Contractual term (years)	5 years	3 years	5 years	3 years
Expected volatility	58.24%	55.37%
Expected dividends	0.00%	0.00%	0.00%	0.00%
Minimum [Member]
Risk free interest rate	2.11%	2.51%	2.11%	2.20%
Expected volatility			52.64%	53.68%
Maximum [Member]
Risk free interest rate	2.32%	3.13%	2.62%	3.13%
Expected volatility			58.24%	55.37%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Aug. 05, 2019	Aug. 01, 2019	Jul. 16, 2019	Jul. 16, 2019	Jul. 31, 2019	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Sep. 05, 2019	Aug. 02, 2019
Directors [Member]
Number of common stock issued for services								10,000	5,000
Stock issued during period, value, issued for services								$ 9,000	$ 4,500
Compensation description						For past director services in lieu of cash unpaid to date: (i) directors that served as directors during the year ended December 31, 2017 will each receive shares of common stock valued at $4,500 to be priced at the price per share of the Company's public offering in connection with its uplisting (the "Uplisting Offering"), (ii) directors that served as directors during the year ended December 31, 2018 will each receive shares of common stock valued at $9,000, which shall be prorated for a partial year of service, to be priced at the price per share of the Uplisting Offering and (iii) directors that served as directors during the year ended December 31, 2019 through the date of the Uplisting Offering will each receive shares of common stock valued at $9,000, which shall be prorated for a partial year of service, to be priced at the price per share of the Uplisting Offering. Following the public offering, directors will be paid cash for the balance of 2019.
Directors [Member] | Forecast [Member]
Number of common stock issued for services							10,000
Stock issued during period, value, issued for services							$ 9,000
Settlement Agreement [Member]
Payments to lessor						$ 21,522
Subsequent Event [Member] | Board of Directors [Member]
Authorized the issuances of an aggregate shares of common stock	119,046
Subsequent Event [Member] | Settlement Agreement [Member]
Lessor owed amount		$ 58,522
Lessor accept full payment of damages		$ 32,283
Operating lease, description		Pursuant to the settlement we will make three equal payments of $10,761 with the first payment to be made on August 2, 2019, the second payment is to be made on September 1, 2019 and the final payment is to be made on October 1, 2019. As of June 30, 2019, the Company has accrued for the liability in accounts payable and accrued expenses. As of the date of the issuance of these condensed consolidated financial statements the Company made an aggregate of $21,522 in payments pursuant to the agreement.
Subsequent Event [Member] | Settlement Agreement [Member] | First Payment [Member]
Payments to lessor											$ 10,761
Subsequent Event [Member] | Consulting Agreement [Member]
Stock issued for restricted stock, shares					290,000
Agreement, term					1 year
Payment of cash fee upon signing the agreement					$ 75,000
Number of common stock issued for services					11,500
Subsequent Event [Member] | Letter Agreements [Member] | Board of Directors [Member]
Cash compensation, description				The board members are eligible for cash compensation of $4,500 or $9,000 per year
Subsequent Event [Member] | Letter Agreements [Member] | Board of Directors [Member] | Minimum [Member]
Cash compensation				$ 4,500
Subsequent Event [Member] | Letter Agreements [Member] | Board of Directors [Member] | Maximum [Member]
Cash compensation				$ 9,000
Subsequent Event [Member] | Letter Agreements [Member] | Directors [Member]
Number of common stock issued for services			10,000
Subsequent Event [Member] | Letter Agreements [Member] | Committee One [Member]
Number of common stock issued for services			1,300
Subsequent Event [Member] | Letter Agreements [Member] | Committee Two [Member]
Number of common stock issued for services			1,000
Subsequent Event [Member] | 12% Secured Convertible Notes [Member]
Secured convertible notes debt										$ 175,000
Subsequent Event [Member] | April 2019 Notes [Member] | Investors [Member] | Warrants [Member]
Warrant to purchase shares of common stock										87,500