Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 29, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Muscle Maker, Inc. | ||
Entity Central Index Key | 0001701756 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 7,941,304 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 478,854 | $ 357,842 |
Accounts receivable, net of allowance for doubtful accounts of $75,000 and $45,000 as of December 31, 2019 and December 31, 2018, respectively | 136,477 | 180,768 |
Inventory | 78,422 | 45,067 |
Current portion of loans receivable, net of allowance of $55,000 at December 31, 2019 and December 31, 2018, respectively | 38,712 | 37,155 |
Current portion of loans receivable from related party | 650 | |
Prepaid expenses and other current assets | 48,064 | 16,412 |
Total Current Assets | 780,529 | 637,894 |
Property and equipment, net | 1,646,879 | 637,287 |
Goodwill | 656,348 | |
Intangible assets, net | 3,038,815 | 3,102,621 |
Loans receivable, non-current | 98,677 | 75,756 |
Security deposits and other assets | 39,462 | 33,532 |
Total Assets | 6,260,710 | 4,487,090 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,630,948 | 2,887,380 |
Convertible note payable to Former Parent, net of debt discount of $0 and $43,178 at December 31, 2019 and December 31, 2018, respectively | 82,458 | 39,280 |
Convertible notes payable, net of debt discount of $38,918 at December 31, 2019 | 536,082 | 100,000 |
Other notes payable | 351,512 | |
Other notes payable, related party | 91,000 | |
Deferred revenue, current | 122,697 | 907,948 |
Deferred rent, current | 20,730 | 14,243 |
Other current liabilities | 652,643 | 607,486 |
Total Current Liabilities | 4,488,070 | 4,556,337 |
Convertible notes payable, net of debt discount of $0 and $1,313,259 at December 31, 2019 and December 31, 2018, respectively | 75,000 | 2,015,007 |
Convertible notes payable, related parties, net of debt discount of $0 and $233,462 at December 31, 2019 and December 31, 2018, respectively | 153,566 | |
Other notes payable | 240,295 | 225,000 |
Other notes payable, related parties | 335,000 | |
Deferred revenue, non-current | 1,152,975 | |
Deferred rent, non-current | 58,608 | 45,315 |
Total Liabilities | 6,014,948 | 7,330,225 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit): | ||
Common stock, $0.0001 par value, 14,285,714 shares authorized, 5,714,464 and 1,489,686 shares issued and outstanding as of December 31, 2019, and December 31, 2018, respectively | 571 | 148 |
Additional paid-in capital | 53,339,793 | 20,990,373 |
Accumulated deficit | (53,094,602) | (23,833,656) |
Total Stockholders' Equity (Deficit) | 245,762 | (2,843,135) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 6,260,710 | $ 4,487,090 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 75,000 | $ 45,000 |
Allowance for loans receivable | 55,000 | 55,000 |
Debt discount on convertible notes payable, former parent | 0 | 43,178 |
Debt discount on convertible notes payable, current | 38,918 | |
Debt discount on convertible notes payable, noncurrent | 0 | 1,313,259 |
Debt discount on convertible notes payable, related party | $ 0 | $ 233,462 |
Common stock, no par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 14,285,714 | 14,285,714 |
Common stock, shares issued | 5,714,464 | 1,489,686 |
Common stock, shares outstanding | 5,714,464 | 1,489,686 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Total Revenues | $ 4,959,005 | $ 6,022,669 |
Restaurant operating expenses: | ||
Total restaurant operating expenses | 3,947,699 | 4,613,290 |
Costs of other revenues | 114,388 | |
Depreciation and amortization | 280,955 | 200,885 |
Other expenses incurred for closed locations | 321,821 | |
Franchise advertising fund expenses | 139,508 | |
General and administrative expenses | 4,244,848 | 4,358,131 |
Total Costs and Expenses | 8,613,010 | 9,608,515 |
Loss from Operations | (3,654,005) | (3,585,846) |
Other (Expense) Income: | ||
Other income | 839 | 96,221 |
Interest expense, net | (1,576,547) | (983,499) |
Loss on sale of CTI | (456,169) | |
Inducement expense related to convertible notes | (15,102,206) | |
Warrant modification expense | (5,405,770) | |
Amortization of debt discounts | (2,647,355) | (2,275,247) |
Total Other Expense, Net | (24,731,039) | (3,618,694) |
Loss Before Income Tax | (28,385,044) | (7,204,540) |
Income tax provision | ||
Net (Loss) | (28,385,044) | (7,204,540) |
Net loss attributable to the non-controlling interest | (2,071) | |
Net Loss Attributable to Controlling Interest | $ (28,385,044) | $ (7,202,469) |
Net Loss Attributable to Controlling Interest Per Share: | ||
Basic and Diluted | $ (17.58) | $ (5.66) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and Diluted | 1,614,405 | 1,272,742 |
Restaurant Sales [Member] | ||
Revenues: | ||
Total Revenues | $ 3,466,553 | $ 3,869,758 |
Franchise Royalties and Fees [Member] | ||
Revenues: | ||
Total Revenues | 1,352,944 | 1,908,278 |
Franchise Advertising Fund Contributions [Member] | ||
Revenues: | ||
Total Revenues | 139,508 | |
Other Revenues [Member] | ||
Revenues: | ||
Total Revenues | 244,633 | |
Food and Beverage Costs [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | 1,275,894 | 1,432,653 |
Labor [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | 1,587,889 | 1,646,264 |
Rent [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | 449,384 | 681,176 |
Other Restaurant Operating Expenses [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | $ 634,532 | $ 853,197 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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 | $ 109 | $ 13,920,110 | $ (17,052,086) | $ (3,131,867) | $ (69,928) | $ (3,201,795) |
Balance, shares at Dec. 31, 2017 | 1,091,122 | |||||
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 | 6,308 | |||||
Conversion of convertible notes payable into common stock | $ 8 | 899,332 | 899,340 | 899,340 | ||
Conversion of convertible notes payable into common stock, shares | 79,060 | |||||
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 | $ 117 | 17,798,504 | (20,235,812) | (2,437,191) | (77,185) | (2,514,376) |
Balance, shares at Mar. 31, 2018 | 1,176,490 | |||||
Balance at Dec. 31, 2017 | $ 109 | 13,920,110 | (17,052,086) | (3,131,867) | (69,928) | (3,201,795) |
Balance, shares at Dec. 31, 2017 | 1,091,122 | |||||
Warrants issued and recorded as debt discount in connection with convertible notes payable | 343,818 | |||||
Net loss | (7,204,540) | |||||
Balance at Dec. 31, 2018 | $ 148 | 20,990,373 | (23,833,656) | (2,843,135) | (2,843,135) | |
Balance, shares at Dec. 31, 2018 | 1,489,686 | |||||
Balance at Mar. 31, 2018 | $ 117 | 17,798,504 | (20,235,812) | (2,437,191) | (77,185) | (2,514,376) |
Balance, shares at Mar. 31, 2018 | 1,176,490 | |||||
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 | 3,755 | |||||
Shares issued for common stock | $ 3 | 179,997 | 180,000 | 180,000 | ||
Shares issued for common stock, shares | 25,715 | |||||
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 | $ 11 | 392,531 | 392,542 | 392,542 | ||
Conversion of convertible note payable to Former Parent into common stock, shares | 112,154 | |||||
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 | $ 131 | 18,954,750 | (22,183,834) | (3,228,953) | (3,228,953) | |
Balance, shares at Jun. 30, 2018 | 1,318,114 | |||||
Beneficial conversion feature - Convertible Notes | 143,591 | 143,591 | 143,591 | |||
Stock-based compensation: Amortization of restricted common stock | 33,876 | 33,876 | 33,876 | |||
Warrants issued in connection with common stock and convertible debt | 143,699 | 143,699 | 143,699 | |||
Restricted stock issued as compensation for services | $ 4 | 249,996 | 250,000 | 250,000 | ||
Restricted stock issued as compensation for services, shares | 35,714 | |||||
Net loss | (1,144,557) | (1,144,557) | (1,144,557) | |||
Balance at Sep. 30, 2018 | $ 135 | 19,525,912 | (23,328,391) | (3,802,344) | (3,802,344) | |
Balance, shares at Sep. 30, 2018 | 1,353,828 | |||||
Beneficial conversion feature - Convertible Notes | 239,835 | 239,835 | 239,835 | |||
Warrants issued in connection with convertible debt | 239,773 | 239,773 | 239,773 | |||
Conversion of convertible notes payable into common stock | $ 13 | 950,987 | 951,000 | 951,000 | ||
Conversion of convertible notes payable into common stock, shares | 135,858 | |||||
Stock-based compensation: Amortization of restricted common stock | 33,866 | 33,866 | 33,866 | |||
Net loss | (505,265) | (505,265) | (505,265) | |||
Balance at Dec. 31, 2018 | $ 148 | 20,990,373 | (23,833,656) | (2,843,135) | (2,843,135) | |
Balance, shares at Dec. 31, 2018 | 1,489,686 | |||||
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 | $ 1 | (1) | ||||
Issuance of restricted stock, shares | 1,988 | |||||
Cumulative effect of change in accounting principle | (875,902) | (875,902) | ||||
Restricted stock issued as compensation for services | $ 2 | 139,998 | 140,000 | |||
Restricted stock issued as compensation for services, shares | 20,000 | |||||
Net loss | (1,483,479) | (1,483,479) | ||||
Balance at Mar. 31, 2019 | $ 151 | 21,730,944 | (26,193,037) | (4,461,942) | ||
Balance, shares at Mar. 31, 2019 | 1,511,674 | |||||
Balance at Dec. 31, 2018 | $ 148 | 20,990,373 | (23,833,656) | $ (2,843,135) | (2,843,135) | |
Balance, shares at Dec. 31, 2018 | 1,489,686 | |||||
Warrants issued and recorded as debt discount in connection with convertible notes payable | ||||||
Net loss | (28,385,044) | |||||
Balance at Dec. 31, 2019 | $ 571 | 53,339,793 | (53,094,602) | 245,762 | ||
Balance, shares at Dec. 31, 2019 | 5,714,464 | |||||
Balance at Mar. 31, 2019 | $ 151 | 21,730,944 | (26,193,037) | (4,461,942) | ||
Balance, shares at Mar. 31, 2019 | 1,511,674 | |||||
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 | $ 7 | 479,316 | 479,323 | |||
Common stock issued in exchange for interest earned on other notes payable, shares | 68,475 | |||||
Common stock issued in exchange for interest earned on convertible notes payable | $ 2 | 111,664 | 111,666 | |||
Common stock issued in exchange for interest earned on convertible notes payable, shares | 15,952 | |||||
Net loss | (1,542,606) | (1,542,606) | ||||
Balance at Jun. 30, 2019 | $ 160 | 22,859,426 | (27,735,643) | (4,876,057) | ||
Balance, shares at Jun. 30, 2019 | 1,596,101 | |||||
Stock-based compensation: Amortization of restricted common stock | 19,085 | 19,085 | ||||
Restricted stock issued as compensation for services | $ 4 | 289,996 | 290,000 | |||
Restricted stock issued as compensation for services, shares | 41,426 | |||||
Common stock issued as compensation to board of directors | $ 1 | 119,045 | 119,046 | |||
Common stock issued as compensation to board of directors, shares | 17,005 | |||||
Common stock issued as compensation for services | 3,500 | 3,500 | ||||
Common stock issued as compensation for services, shares | 500 | |||||
Net loss | (2,348,829) | (2,348,829) | ||||
Balance at Sep. 30, 2019 | $ 165 | 23,291,052 | (30,084,472) | (6,793,255) | ||
Balance, shares at Sep. 30, 2019 | 1,655,032 | |||||
Conversion of convertible notes payable into common stock | $ 406 | 24,589,800 | 24,590,206 | |||
Conversion of convertible notes payable into common stock, shares | 4,055,683 | |||||
Stock-based compensation: Amortization of restricted common stock | 20,367 | 20,367 | ||||
Common stock issued as compensation to board of directors | 32,804 | 32,804 | ||||
Common stock issued as compensation to board of directors, shares | 3,749 | |||||
Warrant modification | 5,405,770 | 5,405,770 | ||||
Net loss | (23,010,130) | (23,010,130) | ||||
Balance at Dec. 31, 2019 | $ 571 | $ 53,339,793 | $ (53,094,602) | $ 245,762 | ||
Balance, shares at Dec. 31, 2019 | 5,714,464 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) | Mar. 29, 2018USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 58,798 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (28,385,044) | $ (7,204,540) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 280,955 | 200,885 |
Accretion of interest expense | 234,044 | |
Interest expense related to issuances of warrants | 305,055 | |
Stock-based compensation | 666,504 | 383,966 |
Inducement expense related to convertible notes | 15,102,206 | |
Warrant modification expense | 5,405,770 | |
Loss on sale of CTI | 456,169 | |
Amortization of debt discounts | 2,647,355 | 2,275,247 |
Bad debt expense | 147,922 | 64,412 |
Deferred rent | 19,780 | 2,625 |
Expenses paid by Former Parent | 620,464 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (103,925) | (179,548) |
Inventory | (33,355) | 47,701 |
Prepaid expenses and other current assets | (31,652) | 6,575 |
Security deposits and other assets | (5,930) | (12,131) |
Accounts payable and accrued expenses | 248,209 | 309,778 |
Deferred revenue | (508,178) | (475,802) |
Other current liabilities | 45,157 | 238,363 |
Total Adjustments | 23,880,818 | 4,477,803 |
Net Cash Used in Operating Activities | (4,504,226) | (2,726,737) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (1,161,625) | (252,645) |
Issuance of loans receivable | (60,186) | (9,689) |
Cash paid in connection with the acquisition of Midtown | (35,116) | |
Cash paid in connection with the acquisition of Bronx | (300,000) | |
Collections from loans receivable | 35,708 | 67,446 |
Collections from loans receivable - related party | 650 | 6,667 |
Net Cash Used in Investing Activities | (1,520,569) | (188,221) |
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 | (132,459) | |
Repayments of convertible note payable | (50,000) | (50,000) |
Proceeds from other notes payable - related party | 91,000 | |
Proceeds from convertible notes payable | 6,373,000 | 2,051,000 |
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 parties | (335,000) | |
Repayments of other notes payables | (233,193) | (50,000) |
Proceeds from other notes payable | 300,000 | 460,000 |
Net Cash Provided by Financing Activities | 6,145,807 | 3,194,117 |
Net Increase in Cash | 121,012 | 279,159 |
Cash - Beginning of Period | 357,842 | 78,683 |
Cash - End of Period | 478,854 | 357,842 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 1,093,261 | 40,605 |
Supplemental disclosures of non-cash investing and financing activities | ||
Beneficial conversion feature | 548,020 | 3,434,506 |
Warrants issued in connection with convertible debt | 548,354 | 399,554 |
Conversion of convertible notes payable to Former Parent into common stock | 392,542 | |
Conversion of notes payable into common stock | 1,850,340 | |
Other note payable exchanged for convertible note | 635,294 | |
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 | |
Issuance of restricted stock | 1 | |
Common stock issued in exchange for interest earned on other notes payable | 479,323 | |
Conversion of convertible notes payable into common stock | $ 9,488,000 |
Business Organization and Natur
Business Organization and Nature of Operations, Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 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 included 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 790,901 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 113 shares of common stock of MMI, resulting in aggregate consideration of 221,567 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 among John Guild, JohnG Solutions LLC and CTI in which the Company agreed to sell its 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. In November 2019, MMI formed Muscle Maker Inc., LLC (“MMI NV.”) in the state of Nevada. Pursuant to the Articles of Incorporation filed in the state of Nevada, MMI NV has authorized capital stock consisting of 14,285,714 shares of common stock, with a $0.0001 par value per share. On November 13, 2019, Muscle Maker, Inc., a California corporation, merged with and into its wholly owned subsidiary, Muscle Maker, Inc., a Nevada corporation, pursuant to an Agreement and Plan of Merger between Muscle Maker, Inc., a California corporation, and Muscle Maker, Inc., a Nevada corporation. Muscle Maker, Inc., a Nevada corporation, continued as the surviving entity of the migratory merger. Pursuant to the migratory merger, the Company changed its state of incorporation from California to Nevada and each share of its common stock converted into one share of common stock of the surviving entity in the migratory merger. No dissenters’ rights were exercised by any of the Company’s stockholders in connection with the migratory merger. All share and per share information has been retroactively adjusted to reflect merger with a $0.0001 par value per share. 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 December 31, 2019, the Company’s restaurant system included ten company-owned restaurants, and twenty-eight 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 December 31, 2019, the Company had a cash balance, a working capital deficiency and an accumulated deficit of $478,854, $3,707,541, and $53,094,602, respectively. For the year ended December 31, 2019, the Company incurred a pre-tax net loss of $28,385,044. 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 consolidated financial statements. Subsequent to December 31, 2019, the Company received an aggregate of $6,930,000 consisting of a $150,000 another note payable to a lender and $6,780,000, net of underwriters and other fees of $920,000, upon closing of the initial public offering. (See Note 17 – Subsequent Events - Closing of Offering and Other Note Payable). 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 consolidated financial statements and 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 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 consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Reverse Stock Splits
Reverse Stock Splits | 12 Months Ended |
Dec. 31, 2019 | |
Reverse Stock Splits | |
Reverse Stock Splits | NOTE 2 – REVERSE STOCK SPLITS 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. Effective December 11, 2019, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-7 reverse split of the Company’s issued common stock (the “Third Reverse Split”). All share and per share information has been retroactively adjusted to reflect the Third Reverse Split for all periods presented. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying 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; ● estimates and assumptions used to value warrants issued in connection with notes payable; ● 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. 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 December 31, 2019 or 2018. Inventory Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first out method. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: Furniture and equipment 5 - 7 years Leasehold improvements 1.7 – 10.4 years Intangible Assets The Company accounts for recorded intangible assets in accordance with ASC 350 “Intangibles - Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s goodwill and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. The Accounting Standards Codification (“ASC”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. Other intangible assets include franchise agreements which are amortized on a straight-line basis over their estimated useful lives of 13 years. Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. 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 December 31, 2019, and December 31, 2018, the Company did not have any derivative liabilities on its balance sheets. 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 at a point in time while under Topic 606 franchise fees are recognized 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 $875,902 in retained earnings and deferred revenues. The Company originally book an adjustment of $568,540 in the first quarter of 2019 pursuant to the new standard and revised this adjustment during the fourth quarter of 2019 by $307,362 as the Company identified additional deferred revenue expensed that impacted the opening retained earnings adjustment. The $307,362 adjustment impacted the consolidated balance sheet only and had no impact on the consolidated statement of operations. 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 $3,466,553 and $3,869,758 during the years ended December 31, 2019 and 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 from gift cards as restaurant revenues once the Company performs obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other Revenue below. 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 $688,308 and $894,320 during the years ended December 31, 2019 and 2018, respectively, which is included in franchise royalties and fees on the accompanying 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, these fees are then recognized as 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 $390,606 and $705,000 during the years ended December 31, 2019 and 2018, respectively, which is included in franchise royalties and fees on the accompanying 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 $274,030 and $308,958 during the years ended December 31, 2019 and 2018, respectively, which is included in franchise royalties and fees on the accompanying consolidated statements of operations. Rebates earned on purchases by Company owned stores are recorded as a reduction of food and beverage costs 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. The Company recognized revenue when persuasive evidence of an arrangement existed, delivery of the product or service has occurred, the fee was fixed or determinable and collectability was reasonably assured. The Company recorded $0 and $244,633, respectively, of revenues from these technology sales and services during the years ended December 31, 2019 and 2018, respectively. Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage on a pro rata basis over the period of estimated redemption. For the year ended December 31, 2019, the Company determine that no gift card breakage is necessary based on current redemption rates. Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements, as well as unearned vendor rebates. Deferred revenue is recognized in income over the life of the franchise agreements and vendor rebates are recognized in income as performance obligations are satisfied. 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 fund. 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 Company incurs the corresponding advertising expense. 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 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 $139,508 and $0, respectively, during the years ended December 31, 2019 and 2018, which are included in franchise advertising fund contributions on the accompanying 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 Standard Adjustment January 1, 2019 Deferred revenues $ 907,948 $ 875,902 $ 1,783,850 Accumulated deficit 23,833,656 875,902 24,709,588 The Company revised the new revenue standard adjustment during the fourth quarter of 2019 by $307,362 as the Company identified additional deferred revenue that needed to be recognized that impacted the retained earnings adjustments. The $307,362 adjustment impacted the consolidated balance sheet only and had no impact on the consolidated statement of operations. Advertising Advertising costs are charged to expense as incurred. Advertising costs were approximately $34,119 and $26,314 for the years ended December 31, 2019 and 2018, are included in general and administrative expenses in the accompanying 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 December 31, 2019 and 2018, respectively, because their inclusion would have been anti-dilutive: December31, 2019 2018 Warrants 2,450,287 312,078 Options 4,821 4,821 Convertible debt 95,400 618,153 Total potentially dilutive shares 2,550,509 935,052 Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 83% and 78% of the Company’s purchases for the years ended December 31, 2019 and 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. Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. 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, 2020, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its 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 adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related 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 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 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 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, 2020, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its consolidated financial statements. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. This amendment will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited consolidated financial statements and financial statement disclosures. In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019-07 is effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s unaudited consolidated financial statements. 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 17 – Subsequent Events. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 4 – ACQUISITIONS Midtown Acquisition On August 22, 2019, the Company acquired a franchisee store in Midtown, New York, as a corporate store (the “Midtown Acquisition”). The purchase price of the store was $121,464, of which $35,116 related to equipment purchased and the remaining $86,348 was accounted for as goodwill. The Company paid cash of approximately $35,000 and also assumed a liability of approximately $86,000 which was recorded in accounts payable and accrued expenses. During the year ended December 31, 2019, the Company recorded sales revenues from this location of approximately $299,000 in company restaurant sales, net of discounts on the consolidated statement of operations. The unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and the Midtown franchisee store as though the acquisition had occurred as of January 1, 2018. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. Pro Forma (Unaudited) For the Year Ended 2019 2018 Revenues $ 5,822,310 $ 7,190,901 Restaurant operating expenses 4,740,650 5,686,319 Total cost and expenses 9,405,961 10,681,544 Loss from Operations (3,583,651 ) (3,490,643 ) Bronx Acquisition On October 10, 2019, the Company acquired a former franchisee location in the Bronx, New York, as a corporate store (the “Bronx Acquisition”). The purchase price of the store was $600,000, of which $30,000 related to equipment purchased and the remaining $570,000 was accounted for as goodwill. The purchase price is payable as follows: $300,000 that was paid at closing and the remaining $300,000 is payable pursuant to a five-year promissory note with an eight percent interest rate. During the year ended December 31, 2019, the Company recorded sales revenues from this location of approximately $223,000 in company restaurant sales, net of discounts on the consolidated statement of operations. The unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and the Bronx franchisee store as though the acquisition had occurred as of January 1, 2018. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. Pro Forma (Unaudited) For the Year Ended 2019 2018 Revenues $ 6,045,035 $ 7,434,802 Restaurant operating expenses 4,912,302 5,867,535 Total cost and expenses 9,577,613 10,862,760 Loss from Operations (3,532,578 ) (3,427,958 ) Sale 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. During the year ended December 31, 2018, the Company recorded a loss of $456,169 related to the sale of CTI, as follows: Cash $ (1,973 ) Accounts receivable, net (84,653 ) Accounts receivable from CTI (429,171 ) Property and equipment, net (2,912 ) Intangible assets, net (13,086 ) Loans receivable from related party, net (2,387 ) Security deposits and other assets (300 ) Accounts payable and accrued expenses 133,930 Deferred revenue 8,110 Net fair value of assets and liabilities sold (392,442 ) Accumulated deficit 8,272 Subtotal (384,170 ) Non-controlling interest (71,999 ) Loss on sale of CTI $ (456,169 ) |
Loans Receivable
Loans Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Loans Receivable | NOTE 5 - LOANS RECEIVABLE At December 31, 2019 and 2018, the Company’s loans receivable consists of the following: December 31, December 31, 2019 2018 Loans receivable, net $ 137,389 $ 112,911 Less: current portion (38,712 ) (37,155 ) Loans receivable, non-current $ 98,677 $ 75,756 During August 2019, the company advanced money to a former franchisee and issued a loan receivable in the amount of $60,186. The loan is payable in 120 monthly payments consisting of principal and interest of 12%, with the payments commencing as of December 1, 2019. Loans receivable includes loans to franchisees totaling, in the aggregate, $137,389 and $112,911, net of reserves for uncollectible loans of $55,000 at December 31, 2019 and December 31, 2018. The loans have original terms ranging up to 10 years, earn interest at rates ranging from 2% to 12%, and are being repaid on a weekly or monthly basis. |
Loans Receivable from Related P
Loans Receivable from Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Loans Receivable from Related Parties | NOTE 6 – LOANS RECEIVABLE FROM RELATED PARTIES At December 31, 2019 and 2018, the Company’s loans receivable from related parties consist of the following: December 31, 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 | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 7 – PROPERTY AND EQUIPMENT, NET As of December 31, 2019, and 2018, property and equipment consist of the following: December 31, 2019 December 31, 2018 Furniture and equipment $ 617,712 $ 282,896 Leasehold improvements 1,518,293 626,368 2,136,005 909,264 Less: accumulated depreciation and amortization (489,126 ) (271,977 ) Property and equipment, net $ 1,646,879 $ 637,287 Depreciation expense amounted to $217,149 and $134,712 for the years ended December 31, 2019 and 2018, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET The Company’s intangible assets include a trademark with an indefinite useful life as well as franchise agreements 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 Non-Compete Agreement Total Intangible assets, net at December 31, 2017 $ 2,524,000 642,429 15,451 3,181,880 Amortization expense - (63,808 ) (2,365 ) (66,173 ) Impairment of intangible assets - - (13,086 ) (13,086 ) Intangible assets, net at December 31, 2018 2,524,000 $ 578,621 $ - $ 3,102,621 Amortization expense - (63,806 ) - (63,806 ) Intangible assets, net at December 31, 2019 $ 2,524,000 $ 514,815 $ - $ 3,038,815 Weighted average remaining amortization period at December 31, 2019 (in years) 8.1 0.0 Amortization expense related to intangible assets was $63,806 and $66,173 for the years ended December 31, 2019 and 2018, respectively The Company sustained operating and cash flow losses from inception which formed a basis for performing an impairment test of its Intangible Assets. As of December 31, 2019 and 2018, the Company performed a recoverability test on the franchise agreements that passed the test based on its projected future undiscounted cash flows generated through the asset’s use and eventual disposal and no further action was required. The estimated future amortization expense is as follows: For the Year Ended December 31, Franchise Agreements 2020 $ 63,981 2021 63,806 2022 63,806 2023 63,806 2024 63,981 Thereafter 195,435 $ 514,815 |
Accounts Payables and Accrued E
Accounts Payables and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payables and Accrued Expenses | NOTE 9 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES Accounts payables and accrued expenses consist of the following: December 31, 2019 December 31, 2018 Accounts payable $ 857,846 $ 841,334 Accrued payroll 139,320 181,452 Accrued professional fees 329,826 296,518 Accrued board members fees 59,864 143,108 Accrued rent expense 269,644 618,120 Sales taxes payable (1) 329,089 297,160 Accrued interest 520,682 433,494 Accrued interest, related parties 79,523 - Other accrued expenses 45,154 76,194 $ 2,630,948 $ 2,887,380 (1) See Note 15 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes. |
Convertible Note Payable to For
Convertible Note Payable to Former Parent | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable to Former Parent | NOTE 10 – CONVERTIBLE NOTE PAYABLE TO FORMER PARENT On April 6, 2018, the Company issued a $475,000 convertible promissory note (the “2018 ARH Note”) to the Former Parent for services rendered and expense paid on behalf of the Company. The 2018 ARH Note has no stated interest rate or maturity date and is convertible into shares of the Company’s common stock at a conversion price of $3.50 per share at a time to be determined by the lender. On April 11, 2018, the Former Parent elected to partially convert the 2018 ARH Note for the principal of $392,542 into 112,154 shares of the Company’s common stock. As of December 31, 2019, the Company had an aggregate gross amount of $82,458 in convertible notes payable to Former Parent outstanding, net of debt discount of in the amount of $0, and a net balance of $82,458. As of December 31, 2018, the Company had an aggregate gross amount of $82,458 in convertible notes payable to Former Parent outstanding, net of debt discount in the amount of 43,178, and a net balance of $39,280. 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. As of December 31, 2019, the Company has an aggregate debt discount of $0, net of amortization expenses, related to the beneficial conversion feature on the convertible note payable to Former Parent and as of December 31, 2018 the Company has an aggregate debt discount of $10,883, net of amortization expenses related to the beneficial conversion feature on the convertible note payable to Former Parent. For the year ended December 31, 2019 the Company recorded aggregate debt discounts of $0 related to the beneficial conversion feature on the convertible note payable to Former Parent and for the year ended December 31, 2018 the Company recorded aggregate debt discounts of $475,000 related to the beneficial conversion feature on the convertible notes payable to the Former Parent, which were amortized over the expected terms of the note. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 11 –NOTES PAYABLE 15% Senior Secured Convertible Promissory Notes From September 12, 2018 through December 31, 2018, the Company entered into Securities Purchase Agreements (“SPAs”) with several accredited investors (the “Investors”) providing for the sale by the Company to the investors of 15% Senior Secured Convertible Promissory Notes (the “15% Notes”) in the aggregate amount of $2,165,000, which included $635,000 in other notes payable that were converted into 15% Notes. The Notes bear interest at 15% per annum paid quarterly and mature 18 months from issuance. In addition to the 15% Notes, the Investors also received 154,643 five year warrants to purchase common stock of the Company (the “Warrants”) that entitles the holder to purchase a number of shares equal to 50% of the conversion shares of common stock of the Company at an exercise price of $8.40. From January 1, 2019 through May 24, 2019, the Company entered into SPAs with several accredited Investors providing for the sale by the Company to the Investors of 15% Notes in the aggregate amount of $2,973,000, of which a $100,000 was to related parties. In addition to the 15% Notes, the Investors also received 212,354 five year warrants to purchase common stock of the Company (the “Warrants”) that entitles the holder to purchase a number of shares equal to 50% of the conversion shares of common stock of the Company at an exercise price of $8.40. The Investors may elect to convert all or part of the 15% Notes, plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $7.00 (the “Fixed Conversion Price”); provided, however, in the event the per share price of a public offering multiplied by twenty-five percent (25%), as amended on April 10, 2019, at the time of the listing of the shares of common stock on an exchange (the “Listing Event”) is less than $7.00 (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 $5.25 and the Discounted Public Offering Price shall be the public offering multiplied by forty five percent (17.50%), as amended on April 10, 2019, at the time of the Listing Event. Upon the occurrence of a Listing Event or the sale or license of all or substantially all of the Company’s assets (a “Liquidity Event”), the entire unpaid and outstanding principal amount and any accrued interest thereon under this Note shall automatically convert in whole without any further action by the Holder. The Investors to the 15% Notes, received an aggregate of 366,997 warrants (“Original Warrants”) to purchase common stock of the Company (the “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 Warrants are exercisable for five years at an exercise price of $8.40. In the event the 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 Warrants on a cashless basis. The Securities Purchase Agreements require that until the Company’s stock is listed on a public exchange (“Listing Event”), a note holder holds the right to designate one member and one observer to the board of directors of the Company and that the Company shall engage an investor relations firm mutually agreed to by the Company and a note holder from the time of the Listing Event until six months after the Listing Event. The Company is also required to engage Insight Advisory as a consultant to provide business and financial advice. The Company granted the Investors piggyback registration rights with respect to the shares of common stock underlying the Notes and the Warrants. On December 5, 2019, an aggregate of $4,343,000 SPA Notes, were amended and converted, into 2,171,500 shares of our common with an amended conversion price of $2.00. In addition, per the amendments the Company modified the Original Warrants issued of 303,071 with an exercise price of $8.40 to warrants to acquire an aggregate of 1,085,750 shares of common stock of the Company with an exercise price of $2.40. On December 5, 2019, a $345,000 SPA Notes, was amended and converted, into 138,000 shares of our common stock with an amended conversion price of $2.50. In addition, per the amendments the Company modified the Original Warrants issued of 24,643 with an exercise price of $8.40 to warrants to acquire an aggregate of 69,000 shares of common stock of the Company with an exercise price of $3.00. 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 $3,500,000 (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 $14.00 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 $14.00 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 125,000 warrants to purchase common stock of the Company (the “April 2019 Warrants”) that entitle the holders 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. On December 5, 2019, an aggregate of $3,175,000 April 2019 Notes, were amended and converted, into 1,270,000 shares of our common stock with an amended conversion price of $2.50. In addition, per the amendments the Company modified the original warrants issued of 113,393 with an exercise price of $16.10 to warrants to acquire an aggregate of 635,000 shares of common stock of the Company with an exercise price of $2.88. On December 5, 2019, a $250,000 April 2019 Notes, was amended and converted, into 83,333 shares of our common stock with an amended conversion price of $3.00. In addition, per the amendment the Company modified the original warrants issued of 8,929 with an exercise price of $16.10 to warrants to acquire an aggregate of 41,667 shares of common stock of the Company with an exercise price of $3.45. Other Convertible Notes On January 4, 2018 the Company issued a $100,000 convertible promissory note. The note bears no stated interest or maturity date. The note as amended and extended on January 29, 2018, will automatically convert into shares of the Company’s common stock upon the earlier of (a) twelve months from the extension date or (b) the approval of the Form 1-A Registration Statement, at a 50% discount to the initial public offering price. On January 24, 2018 to January 25, 2018, the Company received an aggregate of $150,000 associated with the issuances of convertible promissory notes payable, of which $100,000 were issued to a related party, as amended and extended on or about January 29, 2018, with a stated interest rate of 10% per the original 60-day-term, convertible at the option of the holder into common stock at a price per share of $11.375 (50% of initial public offering price), and, if not converted, will become due and payable along with the principal amount upon the earlier of (a) six months following the extension or (b) the approval of the Form 1-A Registration Statement. In January 2018, the Company and certain note holders, including related parties, agreed to extend the maturity date of convertible notes payable in the aggregate principal amount of $1,591,800 to be upon the earlier of the closing of the initial public offering, but no later than July 29, 2018. On February 7, 2018, the Company and a note holder entered into an amendment to a promissory note issued by the Company on May 31, 2017, whereby the parties agreed to (i) extend the term of the note to March 15, 2018, (ii) increase the outstanding balance of the note to $170,000, inclusive of principal and interest and (iii) the Company agreed to payments on the following dates: (a) $70,000 upon entering into the amendment and (b) $100,000 on March 15, 2018. See Note 15 – Litigations, Claims and Assessments for further action taken by the note holder. During May 8, 2018 to September 30, 2018, the Company received an aggregate of $784,000 associated with the issuances of convertible promissory notes payable, of which $550,000 were issued to a related party. In addition, the Company issued a convertible promissory note of $30,000 for which the proceeds was received by the Former Parent and the Company recorded the corresponding receivable. The notes bear no stated interest or maturity date. The notes are convertible into shares of the Company’s stock upon the earlier of (a) six months from the issue date or (b) the first day the company’s stock is publicly traded or (c) converted at the option of the holder. In connection with the issuances of the convertible promissory notes, the Company issued three-year warrants for the purchase of an aggregate of 58,142 shares of MMI’s common stock at an exercise price of $22.75 per share. During July 2018, the Company received an aggregate of $137,000 associated with the issuances of convertible promissory notes payable. The notes bear no stated interest or maturity date. The notes are convertible into shares of the Company’s stock upon the earlier of (a) six months from the issue date or (b) the first day the company’s stock is publicly traded or (c) converted at the option of the holder. In connection with the issuances of the convertible promissory notes, the Company issued three-year warrants for the purchase of an aggregate of 9,785 shares of MMI’s common stock at an exercise price of $22.75 per share. During the year ended December 31, 2018, convertible notes with an aggregate amount of $1,850,340 were automatically converted into 214,918 shares of the Company’s common stock pursuant to the terms of the 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. The Company reclassified $12,972 of convertible notes payable at December 31, 2018 to convertible notes payable related parties during the quarter ended September 30, 2019. 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 15,952 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. On December 5, 2019, an aggregate of $1,375,000 of our original other coverable notes, were amended and converted, into 392,850 shares of our common stock with an amended conversion price of $3.50. In addition, per the amendments the Company modified the original warrants issued of 10,713 with an exercise price of $65.31 to warrants to acquire an aggregate of 200,000 shares of common stock of the Company with an exercise price of $3.50. As of December 31, 2019, and 2018 the Company has another convertible note payable in the amount of $100,000 which is included within convertible notes payable. See Note 15 – Commitments and Contingencies – Litigation, Claims and Assessments for details related to the $100,000 other convertible note payable. During the year ended December 31, 2019, as discussed throughout this footnote, various convertible notes where amended and the note holders where induced to convert their notes and the Company incurred inducement expense related to the convertible notes of $15,102,206. The modification was a once of event that only applied to holders willing to convert and therefore was recorded as inducement expense. During the year ended December 31, 2019, as discussed throughout this footnote, various warrants terms where modified. As a result, the Company recorded warrant modification expense of $5,405,770. In applying the Black-Scholes option pricing model to value the warrants that where modified, the Company used the following assumptions: For the Years Ended December 31, 2019 Risk free interest rate 1.55 – 1.62 % Expected term (years) 0.28 – 4.79 Expected volatility 46.69- 52.54 % Expected dividends 0.00 % 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. As of December 31, 2019, the Company has an aggregate debt discounts on the convertible notes and convertible notes, related parties of $38,918 and $0, net of amortization expenses, related to the warrants and the beneficial conversion feature, respectively, and as of December 31, 2018 the Company recorded aggregate debt discounts on the convertible notes and convertible notes, related parties of $320,030 and $1,226,691, net of amortization expenses, related to the warrants and the beneficial conversion feature, respectively, on the convertible notes. For the year ended December 31, 2019 and 2018 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, which were amortized over the expected terms of the respective notes. Other Notes Payable On January 4, 2018 the Company issued a $25,000 promissory note to a related party. The note has a stated interest of 10% over the original term of sixty days. The note as amended and extended on January 29, 2018 becomes due and payable upon the earlier of (a) six month following the date of extension or (b) the approval of the Form 1-A Registration Statement. On January 24, 2018, the Company entered into a promissory note with an unrelated third party in the principal amount of $511,765 with a maturity date of March 30, 2018. The note is issued with a 15% original issue discount of which the Company received cash proceeds of $435,000. In connection with the promissory note, the Company issued three-year warrants for the purchase of an aggregate of 11,247 shares of the Company’s common stock with an exercise price per share at 50% of initial public offering price. The grant date fair value of the warrants of $155,104 has been amortized over the terms of the note and was recorded as interest. The warrant contains a cashless exercise provision and piggyback registration rights as to the common stock underlying the warrants subsequent to the filing and effectiveness of the Form 8-A with the SEC following the closing of the initial public offering. In the event of default, the principal amount of the note is to be increased by 30% of the original principal amount and another three-year warrant for the purchase of an additional 11,247 shares of the Company’s common stock with an exercise price per share at 50% of initial public offering price, which together with the original warrant would constitute 100% warrant coverage. On March 30, 2018, the Company had defaulted on the loan and as a result the principal interest amount of the note has increase by $153,529 and the Company issued the additional three-year warrants for the purchase of an aggregate of 11,247 shares of the Company’s common stock with an exercise price per share at 50% of initial public offering price. The grant date fair value of the warrants of $149,951 has been recorded as interest expense. The Company has since defaulted on the note and the note was subsequently converted into Secured Convertible Promissory Notes (see Note 17 Subsequent Events - 15% Senior Secured 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 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 $7.00 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 68,475 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 1, 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. During December 2019, the Company issued a note payable in the principal amount of $300,000. The note has an original issue discount of 20%. The note becomes due in full on or before February 21, 2020. The note has been repaid as of the date of the filing of this report. On October 10, 2019, the Company issued a note payable in connection with the acquisition of the franchisee location in the amount of $300,000. The note has a stated interest rate of 8% with monthly payments payable over 5 years. See Note 4 – Acquisitions – Bronx Acquisition for details regarding a note payable. As of December 31, 2019, the Company had an aggregate gross amount of $650,000 in convertible notes payable outstanding, net of debt discount in the amount of $38,918 and a net balance of $611,082 included within convertible notes payable, net of debt discount. As of December 31, 2018, the Company had an aggregate gross amount of $3,428,266 in convertible notes payable outstanding, net of debt discount in the amount of $1,313,259 and a net balance of $2,115,007 included within convertible notes payable, net of debt discount. As of December 31, 2019, the Company had an aggregate gross amount of $0 in convertible notes payable, related parties, outstanding, net of debt discounts in the amount of $0 and a net balance of $0 included within convertible notes payable, related parties, net of debt discount. As of December 31, 2018, the Company had an aggregate gross amount of $387,028 in convertible notes payable outstanding, net of debt discounts in the amount of $233,462 and a net balance of $153,566 included within convertible notes payable, related parties, net of debt discount. As of December 31, 2019, the Company had an aggregate amount of $591,807 and 91,000 in other notes payable and other notes payable, related parties, respectively. As of December 31, 2018, the Company had an aggregate amount of $225,000 and 335,000 in other notes payable and other notes payable, related parties, respectively. As of December 31, 2019, our gross outstanding debt of $1,415,265, together with interest at rates ranging between 10% - 15% per annum, was due on various dates through October 10, 2024. As of December 31, 2019, our outstanding debt was as follows: Principal Maturity Date Amount Past Due $ 182,458 3/31/2020 487,496 6/30/2020 303,747 9/30/2020 113,004 12/31/2020 13,265 03/31/2021 88,533 Thereafter 226,762 $ 1,415,265 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | NOTE 12 – DEFERRED REVENUE At December 31, 2019 and 2018, deferred revenue consists of the following: December 31, 2019 December 31, 2018 Franchise fees $ 1,210,719 $ 801,107 Unearned vendor rebates 64,953 106,841 Less: Unearned vendor rebates, current (64,953 ) (106,841 ) Less: Franchise fees, current (57,744 ) (801,107 ) Deferred revenues, non-current $ 1,152,975 $ - Deferred revenue of $396,131 at December 31, 2018 was recognized in revenue in 2019 within franchise royalties and fees on the consolidated statement of operations. Deferred revenue of $57,744 at December 31, 2019 is expected to be recognized during 2020. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | NOTE 13 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: December 31, 2019 December 31, 2018 Gift card liability $ 88,673 $ 122,221 Co-op advertising fund liability 298,662 240,226 Advertising fund liability 265,308 245,039 $ 652,643 $ 607,486 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2019 and 2018 are presented below: For the Years Ended December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 4,599,898 $ 3,328,192 Receivable allowance 21,000 30,800 Stock-based compensation 267,226 244,157 Accruals 48,502 44,816 Intangible assets 469,169 527,235 Property and equipment 2,858 - Deferred revenues 358,646 166,025 Gross deferred tax asset 5,767,299 4,341,225 Deferred tax liabilities: Beneficial conversion feature (10,897 ) (352,111 Deferred Rent (260 ) (5,798 Gross deferred tax liabilities (11,157 ) (357,909 ) Net deferred tax assets 5,756,142 3,983,316 Valuation allowance (5,756,142 ) (3,983,316 ) Net deferred tax assets, net of valuation allowance $ - $ - The income tax (provision) benefit for the periods shown consist of the following: For the Years Ended December 31, 2019 2018 Federal: Current $ - $ - Deferred 1,329,620 606,915 State and local: Current - - Deferred 443,206 202,305 1,772,826 809,220 Change in valuation allowance (1,772,826 ) (809,220 ) Income tax (provision) benefit $ - $ - A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: For the Years Ended December 31, 2019 2018 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact 7.0 % 7.0 % Permanent differences (20.6 )% (0.6 )% Income passed through to non-controlling interests (0.0 )% (0.0 )% Change in effective rate (0.4 )% (3.0 )% Other (0.8 )% (0.1 )% Change in valuation allowance (6.2 )% (24.3 )% Effective income tax rate 0.0 % 0.0 )% At December 31, 2019 and 2018, the Company had approximately $16.4 million and $11.9 million, respectively, each of federal and state net operating losses (“NOLS”) which may be available to offset future taxable income. The net operating loss carryforwards, if not utilized, will expire from 2030 to 2037 for federal purposes. In accordance with Section 382 of the Internal Revenue Code, the utilization of the Company’s net operating loss carryforwards could be subject to annual limitations if there has been greater than 50% ownership change. As such, the Company has tracked its ownership changes in accordance with Section 382 and has determined that the Company’s net operating loss carryforwards are subject to annual limitations due to a greater than 50% ownership change which occurred during the year ended December 31, 2019. The Section 382 limitation will be approximately $500,000 a year. Based on this limitation, none of the prior year NOLS are expected to expire before being utilized, therefore, no reduction in the NOL carryforward is required. The Company has filed income tax returns in the U.S. federal jurisdiction and the states of California, New Jersey, Texas and New York. The Company’s tax return filed for 2018, 2017, 2016 and 2015 remains subject to examination. The Company is in the process of filing its amended U.S. Federal and State tax returns for the years ended December 31, 2018, 2017 and 2016. The NOLS for the years will not be available until the returns are filed. Assuming these returns are filed, as of December 31, 2019 the company had approximately $11.9 million of Federal and State NOLS that may be available to offset future taxable income. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating Leases The leases are subject to certain annual escalations as defined in the agreements. The Company recognizes rent on a straight-line basis. The cumulative difference between the rent payments and the rent expense since the inception of the leases was $79,338 at December 31, 2019. During the year ended December 31, 2018, the Company became obligated for payments pursuant to two new lease agreements for restaurant spaces with lease terms of 10 years, exclusive of options to renew. These lease agreements have a monthly rent expense based on a percentage fee of eight percent of gross sales for each year of the agreement. On August 1, 2019, the Company entered into a settlement agreement with a landlord in connection with the prior executive office in Houston, Texas as the Company 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 December 31, 2019, the Company has met all their obligations and the full amount has been paid. On August 22, 2019, the Company entered into a sublease with sublandlord, in connection with the acquisition of the Midtown location, for a lease with a term ending on August 31, 2020. The Company may terminate this sublease with the sublandlord with 30-day notice. The lease calls for annual base rent during the remaining term ranging between $10,448 an $11,417. See Note 4 Acquisition – Midtown Acquisition. On October 10, 2019, the Company entered into a lease agreement for five years with a landlord in connection with the acquisition of the Bronx location. The lease calls for an annual base rent of $6,500 per month for the first twenty-four months, with annual three percent rent increase thereafter. The lease has the option of two five-year extensions with an annual three percent rent increase. During the year ended December 31, 2019, the Company became obligated for payments pursuant to two new lease agreements for restaurant spaces with lease terms of 10 years, exclusive of options to renew. These lease agreements have a monthly rent expense based on a percentage fee of eight percent of gross sales for each year of the agreement. One of the lease states that the percentage fee will be ten percent for gross sales equal or greater than $1,000,000 for an agreement year. The Company has recorded security deposits, totaling, in the aggregate, approximately $37,000 and $33,000 as of December 31, 2019 and 2018, respectively. Future aggregate minimum lease payments for these leases and others as of December 31, 2019 are: Future Minimum Lease Payments 2020 $ 435,583 2021 424,103 2022 376,902 2023 376,902 2024 276,079 Thereafter 214,477 $ 2,104,046 Total rent expense was $467,106 and $980,136 for the years ended December 31, 2019 and 2018, respectively. Of which $417,220 is recognized as rent expense under operating cost and expenses on the consolidated statement of operations and the remaining $49,886 is recognized within general and administrative expense on the consolidated statement of operations. Employment Agreements On January 17, 2018, Grady Metoyer resigned as the Company’s Chief Financial Officer, effective immediately. In connection with the resignation of Grady Metoyer, on January 25, 2018, the Company’s board of directors appointed Ferdinand Groenewald as its Vice President of Finance, Principal Financial Officer and Principal Accounting Officer. The Company entered into an at-will employment agreement with Ferdinand Groenewald for a one-year term that is to commence as of the date the Company successfully receives at least $5,000,000 in gross proceeds from an SEC qualified offering under Offering Statement under Regulation A+ under the Securities Act of 1933, as amended. The employment agreements did not become effective since the company terminated its Regulation A+ offering on March 29, 2018. On April 11, 2018, Robert E. Morgan resigned as Chief Executive Officer, President and Director of the Company and all other positions with subsidiaries of the Company. On April 16, 2018, Kevin Mohan was appointed by the Company to serve as the Interim President of the Company. On April 30, 2018, Tim M. Betts resigned as a director of the Company for personal reasons. 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 14,285 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 1,428 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 3,571 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 15,714 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 14,285 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 10,714 shares of common stock upon completion of the Public Offering, which may be increased to 17,857 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 14,285 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 35,714 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 21,428 restricted stock units or 35,714 restricted stock units, respectively. In addition, Mr. Roper will be entitled to receive 14,285 restricted stock units upon the one- and two-year anniversaries of his employment that will be issued upon a Public Offering. 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 14,285 restricted stock units or 28,571 restricted stock units, respectively. In addition, pursuant to board approval on June 29, 2019, Mr. Mohan is entitled to 35,714 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 a 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 714 restricted stock units upon closing of the Public Offering, which may be increased to 1,071 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 35,714 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 10,000 in restricted shares upon performance of the first milestones per the SPA, (ii) $70,000 in cash and 10,000 in restricted shares upon performance of the second milestones per the SPA and (iii) $150,000 in cash and 28,571 in restricted shares upon the completion of both the contract and the Company’s offering. As of December 31, 2019, the company issued an aggregate of 55,714 shares of common stock pursuant to the agreement and paid $280,000 in cash pursuant to the terms of the agreement. See Note 17 – Subsequent Events – Common Stock Issuance for issuance subsequent to year end as the Company’s offering was completed during 2020. 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. 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 41,426 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 a 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 an aggregate of 1,642 shares of common stock as payment pursuant to the terms of the agreement and reimburse the consultant for any out of pocket expenses in connection with the services provided pursuant to the agreement. As of December 31, 2019, the Company issued 500 shares to the consultant 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 1,428 shares of common stock per year for service as director, 185 shares of common stock per year for service on each committee and 142 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 upon the occurrence of the public offering and up listing on a national exchange 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 714 shares of common stock, (ii) directors that served as directors during the year ended December 31, 2018 will each receive 1,428 shares of common stock and (iii) directors that served as directors during the year ended December 31, 2019 will each receive 1,428 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 17,005 shares of common stock, valued at a $7.00 per share, to the members of the board of directors. On October 19, 2019 the Company authorized the issuances of an aggregate of 3,748 share of common stock to the members of the board of directors. As of December 31, 2019 the Company accrued a total of $59,864 related to board compensation. 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 for approximate $329,089 and $297,160, which includes interest as of December 31, 2019 and December 31, 2018 related to this matter. 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 Robert E. Morgan (the former CEO of the Company) 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 Mr. Morgan 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 December 31, 2019, the Company has accrued $52,500 for the remaining 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. The Company repaid an aggregate amount of $71,035, consisting of principal and interest, as of the date of the filing of this report. As of December 31, 2019, the Company has accrued for the liability in convertible notes payable in the amount of $100,000 and accrued interest of $18,237 in accounts payable and accrued expenses. 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 15th of each month beginning on March 15, 2019. Conditioned on the Company making twelve timely installment payments of $6,400, the Company would be released of the remaining liability pursuant to the judgement. As of December 31, 2019, the Company has met all their obligations and the full amount has been paid. 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 December 31, 2019, the Company has met all their obligations and the full amount has been paid. 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 December 31, 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. As of January 15, 2020, the Company has met all their obligations and the full amount has been paid. 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 tranche 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 tranche of the 15% Senior Secured Convertible Notes. As of December 31, 2019, the full amount of $ 81,140 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 December 31, 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 December 31, 2019, the full amount of $45,894 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 after consulting legal counsel. 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 restaurants. If the trademark is approved, the Company will license the rights to use the Healthy Joe’s trademark and intellectual property to its 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. Termination of Offering On March 29, 2018, the Company decided to terminate its Regulation A+ offering in order to register its common stock with the SEC under the Securities Exchange Act of 1934, as amended, using a Form 8-A12g and become a publicly reporting company. Prior to terminating the Regulation A+ offering, the Company sold 44,153 shares in the offering at $3.25 per share, yielding net proceeds of approximately $85,000. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | NOTE 16 – EQUITY Authorized Capital As of December 31, 2019, the Company was authorized to issue 14,285,714 shares of $0.0001 par value per share common stock. The holders of the Company’s common stock are entitled to one vote per share. Common Stock Issuances During the year ended December 31, 2018, the Company sold 180,000 shares of common stock of the company to various investors at a purchase price of $1.00 per share providing $180,000 of proceeds to the Company. See Note 11 – Notes Payable – 15% Senior Secured Convertible Promissory Notes, 12% Secured Convertible Notes, and Other Convertible for details related to stock issuances in connection with conversions of notes for the year ended December 31, 2019. See Note 15 – Commitments and Contingencies – Consulting Agreements and Board Compensation for details related to additional stock issuances for the year ended December 31, 2019. Stock Option and Stock Issuance Plan 2017 Plan The Company’s board of directors and shareholders adopted and approved on July 27, 2017 and September 21, 2017, respectively, the Stock Option and Stock Issuance Plan (“2017 Plan”), effective September 21, 2017, under which stock options and restricted stock may be granted to officers, directors, employees and consultants. Under the 2017 Plan, the Company reserved 153,061 shares of common stock for issuance. Upon the adoption of our 2019 Equity Incentive Plan, we will no longer issue awards under the 2017 Plan, but any existing awards granted to our management team and Board of Directors will remain outstanding under the 2017 Plan. 2019 Plan The Company’s board of directors and shareholders approved and adopted on October 28, 2019 the 2019 Equity Incentive Plan (“2019 Plan”), effective on October 28, 2019 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, , stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2019 Plan, the Company reserved 214,286 shares of common stock for issuance. As of the date of the issuance of these consolidated financial statements no shares have been issued under the 2019 Plan. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options 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 During September 30, 2018, the Company issued 35,714 restricted common stock of the Company to a consultant with an aggregate fair value of $250,000. The shares are fully vested on the date of grant. During the year ended December 31, 2019, the Company issued an aggregate of 61,426 restricted common stock of the Company to consultants with an aggregate fair value of $430,000. See Note 15 – Commitments and Contingencies – Consulting Agreements. At December 31, 2019, the unamortized value of the restricted common stock was $80,898. The unamortized amount will be expensed over a weighted average period of 1.01 years. A summary of the activity related to the restricted common stock for the years ended December 31, 2019 and December 31, 2018 is presented below: Weighted Average Grant Total Date Fair Value Outstanding at January 1, 2018 13,882 $ 47.74 Granted 35,714 7.00 Forfeited (4,064 ) 65.31 Vested (39,469 ) 63.84 Outstanding at December 31, 2018 6,063 44.38 Granted 61,426 7.00 Forfeited (1,649 ) 65.33 Vested (63,414 ) 8.83 Outstanding at December 31, 2019 2,426 $ 41.58 Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $666,504 and $383,966 for the years ended December 31, 2019 and 2018, respectively, of which $78,455 and $380,871, respectively, was recorded in general and administrative expenses, $2,700 and $3,094, respectively, was recorded in labor expense with restaurant operating expenses and $585,349 and $0, respectively, was recorded in consulting expenses. Warrants A summary of warrants activity during the years ended December 31, 2019 and 2018 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price In Years Outstanding, December 31, 2017 74,435 $ 63.21 1.9 Issued 247,209 12.74 Exercised - - Outstanding, December 31, 2018 312,078 $ 23.66 3.3 Issued 2,138,209 4.88 Exercised - - Forfeited - - Outstanding, December 31, 2019 2,450,287 $ 5.51 3.7 Exercisable, December 31, 2019 2,450,287 $ 5.51 3.7 The grant date fair value of warrants granted during the years ended December 31, 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 Years Ended December 31, 2019 2018 Risk free interest rate 1.55 – 2.62 % 2.27 - 3.05 % Expected term (years) 0.28 - 5.00 3.00 - 5.00 Expected volatility 46.69- 88.10 % 38.57- 55.37 % Expected dividends 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS Company-Owned Restaurants Subsequent to December 31, 2018 and through the date of the issuance of these consolidated financial statements, the Company opened one additional company-owned restaurant. Closing of Offering On February 12, 2020, the Company priced its initial public offering of 1,540,000 shares of common stock at a price of $5.00 per share. The Company started trading on the Nasdaq Capital Market on February 13, 2020 under the ticker symbol “GRIL”. The Company closed on the offering on February 18, 2020, yielding proceeds of $6,780,000, net of underwriters and other fees of $920,000. Upon closing of the offering the Company issued 123,200 warrants to the underwriters as part of their agreement. Other Note Payable Subsequent to December 31, 2019 the Company issued a note payable in the principal amount of $150,000. The notes have an original issue discount of 20%. The notes become due in full on or before February 21, 2020. The note has been repaid as of the date of the filing of this report. Kitchen Service Agreement On February 26, 2020, the Company entered into a Kitchen Services Agreement with a major delivery-only kitchen concept. The Kitchen Services Agreement(s) provide for five initial locations starting in the Chicago market. In addition, the Company has placed deposits for an additional five locations to be determined. The Kitchen Services Agreement(s) provide the Company with access to the delivery-only locations for a one-year term with an automatic one-year renewal unless terminated by either party. The delivery-only locations are set up for third party delivery and provide that the Company must pay monthly license fees, processing service fees and storage service fees. Board Compensation On April 21, 2020 the Company authorized the issuance of an aggregate of 25,616 share of common stock to the members of the board of directors as compensation earned through the end of the fourth quarter of 2019. Consulting Agreement On February 18, 2020, the Company entered into a professional services agreement with a company to provide advice on business development of food stores and delivery kitchen operations. In addition, they will review and advise the Company on potential acquisition targets, including financial analytics for post-merger entities and provide assistance in preparing pro-forma financial information. The term of the agreement commences from the effective date on February 18, 2020 and expires on February 18, 2021. Pursuant to the terms of the agreement the Company agreed to issue 300,000 shares of the Company’s common stock and 100,000 three-year cashless warrants with an exercise price of $5.00 per share upon signing of the agreement as payment. On February 24, 2020, the Company entered into a Consulting Agreement with consultants with experience in the area of corporate finance, investor communication and financial and investor public relations. The term of the agreement is for two months from the effective date on February 27, 2020 and expires on April 27, 2020. Pursuant to the terms of the agreement the Company agreed to pay $107,500 in cash per month and to issue 10,000 shares of the Company’s common stock. In case the Company would not like to extend the terms of the agreement for an additional month the Company needs to notify the consultants within 5 days of the conclusion of the 60-day term. As of the date of the filing of this report the company issued the shares of common stock pursuant to the agreement. On April 8, 2020, the Company entered into a Profession Service Agreement with professional in experience in investor outreach and institutional engagements. As part of the agreement they will provide capital market insight and interpretation of trading activity. The term of the agreement commences on the signing date of the agreement and ends on April 1, 2021. Pursuant to the terms of the agreement the Company agreed to issue non-qualified stock option to acquire 200,000 shares of the Company’s common stock exercisable at $2.50 per share exercisable for a period of one year. The options shall be deemed fully earned upon the signing of the agreement. Litigations, Claims and Assessments On January 23, 2020, the Company was served a judgment in the amount of $130,185 for a breach of a lease agreement in Chicago, Illinois, in connection with a Company owned store that was closed in 2018. As of December 31, 2019, the Company has accrued for the liability in accounts payable and accrued expenses. Common Stock Issuances On April 21, 2020, the Company issued an aggregate of 216,783 shares of common stock of the Company to the executive team pursuant to their employment agreements as part of completing the initial public offering. On April 21, 2020, the Company issued an aggregate of 51,105 shares of common stock of the Company in exchange for accrued interest expense on various notes payable of which the principal amount was previously converted into common stock of the Company. COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. In response to the COVID-19 outbreak, “shelter in place” orders and other public health measures have been implemented across much of the United States. The COVID-19 global pandemic continues to rapidly evolve. The Company is continually monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company’s operations and liquidity is uncertain as of the date of this report. While there could ultimately be a material impact on operations and liquidity of the Company, at the time of issuance, the impact could not be determined. Due to the impact the Company have limited our operations as mandated by each state and has temporarily closed five of our Company owned locations. In addition, various franchisee locations had to take the same action. Cares Act Loan On May 9, 2020, the Company entered into Paycheck Protection Program Promissory Note and Agreement with Greater Nevada Credit Union, pursuant to which the Company received loan proceeds of $866,300 (the “PPP Loan”). The PPP Loan was made under, and is subject to the terms and conditions of, the PPP which was established under the CARES Act and is administered by the U.S. Small Business Administration. The term of the PPP Loan is two years with a maturity date of May 9, 2022 and contains a favorable fixed annual interest rate of 1.00%. Payments of principal and interest on the PPP Loan will be deferred for the first six months of the term of the PPP Loan until November 9, 2020. Principal and interest are payable monthly and may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the CARES Act, recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”), and on the maintenance of employee and compensation levels during the eight-week period following the funding of the PPP Loan. The Company intends to use the proceeds of the PPP Loan, when received, for Qualifying Expenses. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying 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; ● estimates and assumptions used to value warrants issued in connection with notes payable; ● 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. |
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 December 31, 2019 or 2018. |
Inventory | Inventory Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first out method. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: Furniture and equipment 5 - 7 years Leasehold improvements 1.7 – 10.4 years |
Intangible Assets | Intangible Assets The Company accounts for recorded intangible assets in accordance with ASC 350 “Intangibles - Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s goodwill and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. The Accounting Standards Codification (“ASC”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. Other intangible assets include franchise agreements which are amortized on a straight-line basis over their estimated useful lives of 13 years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. |
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 December 31, 2019, and December 31, 2018, the Company did not have any derivative liabilities on its balance sheets. |
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 at a point in time while under Topic 606 franchise fees are recognized 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 $875,902 in retained earnings and deferred revenues. The Company originally book an adjustment of $568,540 in the first quarter of 2019 pursuant to the new standard and revised this adjustment during the fourth quarter of 2019 by $307,362 as the Company identified additional deferred revenue expensed that impacted the opening retained earnings adjustment. The $307,362 adjustment impacted the consolidated balance sheet only and had no impact on the consolidated statement of operations. 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 $3,466,553 and $3,869,758 during the years ended December 31, 2019 and 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 from gift cards as restaurant revenues once the Company performs obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other Revenue below. 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 $688,308 and $894,320 during the years ended December 31, 2019 and 2018, respectively, which is included in franchise royalties and fees on the accompanying 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, these fees are then recognized as 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 $390,606 and $705,000 during the years ended December 31, 2019 and 2018, respectively, which is included in franchise royalties and fees on the accompanying 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 $274,030 and $308,958 during the years ended December 31, 2019 and 2018, respectively, which is included in franchise royalties and fees on the accompanying consolidated statements of operations. Rebates earned on purchases by Company owned stores are recorded as a reduction of food and beverage costs 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. The Company recognized revenue when persuasive evidence of an arrangement existed, delivery of the product or service has occurred, the fee was fixed or determinable and collectability was reasonably assured. The Company recorded $0 and $244,633, respectively, of revenues from these technology sales and services during the years ended December 31, 2019 and 2018, respectively. Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage on a pro rata basis over the period of estimated redemption. For the year ended December 31, 2019, the Company determine that no gift card breakage is necessary based on current redemption rates. Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements, as well as unearned vendor rebates. Deferred revenue is recognized in income over the life of the franchise agreements and vendor rebates are recognized in income as performance obligations are satisfied. 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 fund. 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 Company incurs the corresponding advertising expense. 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 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 $139,508 and $0, respectively, during the years ended December 31, 2019 and 2018, which are included in franchise advertising fund contributions on the accompanying 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 Standard Adjustment January 1, 2019 Deferred revenues $ 907,948 $ 875,902 $ 1,783,850 Accumulated deficit 23,833,656 875,902 24,709,588 The Company revised the new revenue standard adjustment during the fourth quarter of 2019 by $307,362 as the Company identified additional deferred revenue that needed to be recognized that impacted the retained earnings adjustments. The $307,362 adjustment impacted the consolidated balance sheet only and had no impact on the consolidated statement of operations. |
Advertising | Advertising Advertising costs are charged to expense as incurred. Advertising costs were approximately $34,119 and $26,314 for the years ended December 31, 2019 and 2018, are included in general and administrative expenses in the accompanying 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 December 31, 2019 and 2018, respectively, because their inclusion would have been anti-dilutive: December31, 2019 2018 Warrants 2,450,287 312,078 Options 4,821 4,821 Convertible debt 95,400 618,153 Total potentially dilutive shares 2,550,509 935,052 |
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 83% and 78% of the Company’s purchases for the years ended December 31, 2019 and 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. |
Income Taxes | Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. |
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, 2020, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its 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 adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related 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 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 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 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, 2020, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its consolidated financial statements. In March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842): Codification Improvements” (“Topic 842”) (“ASU 2019-01”). These amendments align the guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820, Fair Value Measurement) should be applied. (Issue 1). The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository and Lending, to present all “principal payments received under leases” within investing activities. (Issue 2). Finally, the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. (Issue 3). The transition and effective date provisions apply to Issue 1 and Issue 2. They do not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842. This amendment will be effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating ASU 2019-01 and its impact on its unaudited consolidated financial statements and financial statement disclosures. In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019-07 is effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s unaudited consolidated financial statements. |
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 17 – Subsequent Events. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives are as follows: Furniture and equipment 5 - 7 years Leasehold improvements 1.7 – 10.4 years |
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 Standard Adjustment January 1, 2019 Deferred revenues $ 907,948 $ 875,902 $ 1,783,850 Accumulated deficit 23,833,656 875,902 24,709,588 |
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 December 31, 2019 and 2018, respectively, because their inclusion would have been anti-dilutive: December31, 2019 2018 Warrants 2,450,287 312,078 Options 4,821 4,821 Convertible debt 95,400 618,153 Total potentially dilutive shares 2,550,509 935,052 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Sale of Subsidiary | Cash $ (1,973 ) Accounts receivable, net (84,653 ) Accounts receivable from CTI (429,171 ) Property and equipment, net (2,912 ) Intangible assets, net (13,086 ) Loans receivable from related party, net (2,387 ) Security deposits and other assets (300 ) Accounts payable and accrued expenses 133,930 Deferred revenue 8,110 Net fair value of assets and liabilities sold (392,442 ) Accumulated deficit 8,272 Subtotal (384,170 ) Non-controlling interest (71,999 ) Loss on sale of CTI $ (456,169 ) |
Midtown Acquisition [Member] | |
Schedule of Supplemental Proforma Acquired Franchisee Store | The unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and the Midtown franchisee store as though the acquisition had occurred as of January 1, 2018. Pro Forma (Unaudited) For the Year Ended 2019 2018 Revenues $ 5,822,310 $ 7,190,901 Restaurant operating expenses 4,740,650 5,686,319 Total cost and expenses 9,405,961 10,681,544 Loss from Operations (3,583,651 ) (3,490,643 ) |
Bronx Acquisition [Member] | |
Schedule of Supplemental Proforma Acquired Franchisee Store | The unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and the Bronx franchisee store as though the acquisition had occurred as of January 1, 2018. Pro Forma (Unaudited) For the Year Ended 2019 2018 Revenues $ 6,045,035 $ 7,434,802 Restaurant operating expenses 4,912,302 5,867,535 Total cost and expenses 9,577,613 10,862,760 Loss from Operations (3,532,578 ) (3,427,958 ) |
Loans Receivable (Tables)
Loans Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Loans Receivables | At December 31, 2019 and 2018, the Company’s loans receivable consists of the following: December 31, December 31, 2019 2018 Loans receivable, net $ 137,389 $ 112,911 Less: current portion (38,712 ) (37,155 ) Loans receivable, non-current $ 98,677 $ 75,756 |
Loans Receivable from Related_2
Loans Receivable from Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Loans Receivable from Related Party | At December 31, 2019 and 2018, the Company’s loans receivable from related parties consist of the following: December 31, 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) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | As of December 31, 2019, and 2018, property and equipment consist of the following: December 31, 2019 December 31, 2018 Furniture and equipment $ 617,712 $ 282,896 Leasehold improvements 1,518,293 626,368 2,136,005 909,264 Less: accumulated depreciation and amortization (489,126 ) (271,977 ) Property and equipment, net $ 1,646,879 $ 637,287 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 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 Non-Compete Agreement Total Intangible assets, net at December 31, 2017 $ 2,524,000 642,429 15,451 3,181,880 Amortization expense - (63,808 ) (2,365 ) (66,173 ) Impairment of intangible assets - - (13,086 ) (13,086 ) Intangible assets, net at December 31, 2018 2,524,000 $ 578,621 $ - $ 3,102,621 Amortization expense - (63,806 ) - (63,806 ) Intangible assets, net at December 31, 2019 $ 2,524,000 $ 514,815 $ - $ 3,038,815 Weighted average remaining amortization period at December 31, 2019 (in years) 8.1 0.0 |
Schedule of Future Amortization Expense | The estimated future amortization expense is as follows: For the Year Ended December 31, Franchise Agreements 2020 $ 63,981 2021 63,806 2022 63,806 2023 63,806 2024 63,981 Thereafter 195,435 $ 514,815 |
Accounts Payables and Accrued_2
Accounts Payables and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payables and Accrued Expenses | Accounts payables and accrued expenses consist of the following: December 31, 2019 December 31, 2018 Accounts payable $ 857,846 $ 841,334 Accrued payroll 139,320 181,452 Accrued professional fees 329,826 296,518 Accrued board members fees 59,864 143,108 Accrued rent expense 269,644 618,120 Sales taxes payable (1) 329,089 297,160 Accrued interest 520,682 433,494 Accrued interest, related parties 79,523 - Other accrued expenses 45,154 76,194 $ 2,630,948 $ 2,887,380 (1) See Note 15 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value Assumptions Used | In applying the Black-Scholes option pricing model to value the warrants that where modified, the Company used the following assumptions: For the Years Ended December 31, 2019 Risk free interest rate 1.55 – 1.62 % Expected term (years) 0.28 – 4.79 Expected volatility 46.69- 52.54 % Expected dividends 0.00 % |
Schedule of Debt | As of December 31, 2019, our outstanding debt was as follows: Principal Maturity Date Amount Past Due 182,458 3/31/2020 487,496 6/30/2020 303,747 9/30/2020 113,004 12/31/2020 13,265 03/31/2021 88,533 Thereafter 226,762 $ 1,415,265 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue | At December 31, 2019 and 2018, deferred revenue consists of the following: December 31, 2019 December 31, 2018 Franchise fees $ 1,210,719 $ 801,107 Unearned vendor rebates 64,953 106,841 Less: Unearned vendor rebates, current (64,953 ) (106,841 ) Less: Franchise fees, current (57,744 ) (801,107 ) Deferred revenues, non-current $ 1,152,975 $ - |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: December 31, 2019 December 31, 2018 Gift card liability $ 88,673 $ 122,221 Co-op advertising fund liability 298,662 240,226 Advertising fund liability 265,308 245,039 $ 652,643 $ 607,486 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2019 and 2018 are presented below: For the Years Ended December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 4,599,898 $ 3,328,192 Receivable allowance 21,000 30,800 Stock-based compensation 267,226 244,157 Accruals 48,502 44,816 Intangible assets 469,169 527,235 Property and equipment 2,858 - Deferred revenues 358,646 166,025 Gross deferred tax asset 5,767,299 4,341,225 Deferred tax liabilities: Beneficial conversion feature (10,897 ) (352,111 Deferred Rent (260 ) (5,798 Gross deferred tax liabilities (11,157 ) (357,909 ) Net deferred tax assets 5,756,142 3,983,316 Valuation allowance (5,756,142 ) (3,983,316 ) Net deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Income Tax (Provision) Benefit | The income tax (provision) benefit for the periods shown consist of the following: For the Years Ended December 31, 2019 2018 Federal: Current $ - $ - Deferred 1,329,620 606,915 State and local: Current - - Deferred 443,206 202,305 1,772,826 809,220 Change in valuation allowance (1,772,826 ) (809,220 ) Income tax (provision) benefit $ - $ - |
Schedule of Reconciliation of Statutory Federal Income Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: For the Years Ended December 31, 2019 2018 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact 7.0 % 7.0 % Permanent differences (20.6 )% (0.6 )% Income passed through to non-controlling interests (0.0 )% (0.0 )% Change in effective rate (0.4 )% (3.0 )% Other (0.8 )% (0.1 )% Change in valuation allowance (6.2 )% (24.3 )% Effective income tax rate 0.0 % 0.0 )% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future aggregate minimum lease payments for these leases and others as of December 31, 2019 are: Future Minimum Lease Payments 2020 $ 435,583 2021 424,103 2022 376,902 2023 376,902 2024 276,079 Thereafter 214,477 $ 2,104,046 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Activity Related to Restricted Common Stock | A summary of the activity related to the restricted common stock for the years ended December 31, 2019 and December 31, 2018 is presented below: Weighted Average Grant Total Date Fair Value Outstanding at January 1, 2018 13,882 $ 47.74 Granted 35,714 7.00 Forfeited (4,064 ) 65.31 Vested (39,469 ) 63.84 Outstanding at December 31, 2018 6,063 44.38 Granted 61,426 7.00 Forfeited (1,649 ) 65.33 Vested (63,414 ) 8.83 Outstanding at December 31, 2019 2,426 $ 41.58 |
Schedule of Warrants Activity | A summary of warrants activity during the years ended December 31, 2019 and 2018 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price In Years Outstanding, December 31, 2017 74,435 $ 63.21 1.9 Issued 247,209 12.74 Exercised - - Outstanding, December 31, 2018 312,078 $ 23.66 3.3 Issued 2,138,209 4.88 Exercised - - Forfeited - - Outstanding, December 31, 2019 2,450,287 $ 5.51 3.7 Exercisable, December 31, 2019 2,450,287 $ 5.51 3.7 |
Schedule of Stock Options Assumptions | In applying the Black-Scholes option pricing model, the Company used the following assumptions: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.55 – 2.62 % 2.27 - 3.05 % Expected term (years) 0.28 - 5.00 3.00 - 5.00 Expected volatility 46.69- 88.10 % 38.57- 55.37 % Expected dividends 0.00 % 0.00 % |
Business Organization and Nat_2
Business Organization and Nature of Operations, Going Concern and Management's Plans (Details Narrative) - USD ($) | Feb. 12, 2020 | Sep. 15, 2017 | Jul. 18, 2017 | Mar. 23, 2017 | May 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2019 | Jan. 02, 2019 | May 24, 2018 | Jan. 23, 2015 |
Acquisition percentage | 74.00% | ||||||||||
Equity ownership percentage | 50.00% | ||||||||||
Common stock, shares authorized | 14,285,714 | 14,285,714 | |||||||||
Common stock, no par value | $ 0.0001 | $ 0.0001 | |||||||||
Cash balance | $ 478,854 | $ 357,842 | |||||||||
Working capital deficiency | 3,707,541 | ||||||||||
Accumulated deficit | (53,094,602) | (23,833,656) | $ (24,709,588) | ||||||||
Net loss before income tax | (28,385,044) | (7,204,540) | |||||||||
Proceeds from initial public offering | $ 85,576 | ||||||||||
Subsequent Event [Member] | |||||||||||
Proceeds from notes payable | $ 6,930,000 | ||||||||||
Proceeds from initial public offering | $ 6,780,000 | 6,780,000 | |||||||||
Payments for other fees | $ 920,000 | 920,000 | |||||||||
Agreement of Merger [Member] | MMBC Common Stock [Member] | |||||||||||
Stock converted to shares | 113 | ||||||||||
Lender [Member] | Subsequent Event [Member] | |||||||||||
Proceeds from notes payable | $ 150,000 | ||||||||||
Muscle Maker Franchising, LLC [Member] | |||||||||||
Acquisition percentage | 26.00% | ||||||||||
Muscle Maker Franchising, LLC [Member] | Agreement of Merger [Member] | |||||||||||
Aggregate consideration | 221,567 | ||||||||||
American Restaurant Holdings [Member] | |||||||||||
Common stock authorized and facilitated | 790,901 | ||||||||||
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 | ||||||||||
Muscle Makers Inc.,LLC [Member] | |||||||||||
Common stock, shares authorized | 14,285,714 | ||||||||||
Common stock, no par value | $ 0.0001 |
Reverse Stock Splits (Details N
Reverse Stock Splits (Details Narrative) | Dec. 11, 2019 | Jan. 31, 2018 |
Reverse Stock Splits | ||
Reverse split | The Company implemented a 1-for-7 reverse split of the Company's issued common stock (the "Third Reverse Split"). | The Company implemented a 3-for-4 reverse split of the Company's issued common stock (the "Second Reverse Split") |
Reserve split ratio | 0.142 | 0.75 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Cash equivalents | |||||
Derivative liabilities | |||||
Deferred revenue | 907,948 | $ 1,783,850 | |||
Accumulated deficit | 53,094,602 | 53,094,602 | 23,833,656 | $ 24,709,588 | |
Revenues | 4,959,005 | 6,022,669 | |||
Franchise advertising fund expenses | 139,508 | ||||
Adjustments in deferred revenue expense | 307,362 | ||||
Advertising costs | $ 34,119 | $ 26,314 | |||
Supplier Concentration Risk [Member] | Purchases [Member] | |||||
Concentration risk percentage | 83.00% | 78.00% | |||
Restaurant Sales [Member] | |||||
Revenues | $ 3,466,553 | $ 3,869,758 | |||
Royalties [Member] | |||||
Revenues | 688,308 | 894,320 | |||
Franchise [Member] | |||||
Revenues | 390,606 | 705,000 | |||
Rebates [Member] | |||||
Revenues | 274,030 | 308,958 | |||
Technology Sales and Services [Member] | |||||
Other revenues | 0 | $ 244,633 | |||
New Revenue Standard Adjustment [Member] | |||||
Deferred revenue | 875,902 | 875,902 | |||
Accumulated deficit | 875,902 | 875,902 | |||
Accounting Standards Update 606 [Member] | |||||
Revenues | $ 568,540 | $ 307,362 | |||
Accounting Standards Update 606 [Member] | Adjustment [Member] | |||||
Revenues | $ 307,362 | ||||
Franchise Agreements [Member] | |||||
Intangible assets, estimated useful lives | 13 years |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and Equipment [Member] | Minimum [Member] | |
Estimated useful life | 5 years |
Furniture and Equipment [Member] | Maximum [Member] | |
Estimated useful life | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Estimated useful life | 1 year 8 months 12 days |
Leasehold Improvements [Member] | Maximum [Member] | |
Estimated useful life | 10 years 4 months 24 days |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of the Impact of the Adoption of the New Revenue Standard (Details) - USD ($) | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Deferred revenue | $ 1,783,850 | $ 907,948 | |
Accumulated deficit | $ 53,094,602 | $ 24,709,588 | $ 23,833,656 |
New Revenue Standard Adjustment [Member] | |||
Deferred revenue | 875,902 | ||
Accumulated deficit | $ 875,902 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total potentially dilutive shares | 2,550,509 | 935,052 |
Warrants [Member] | ||
Total potentially dilutive shares | 2,450,287 | 312,078 |
Options [Member] | ||
Total potentially dilutive shares | 4,821 | 4,821 |
Convertible Debt [Member] | ||
Total potentially dilutive shares | 95,400 | 618,153 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Oct. 10, 2019 | Aug. 22, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 24, 2018 |
Purchase equipment | $ 1,161,625 | $ 252,645 | |||
Goodwill | 656,348 | ||||
Cash payment | 35,116 | ||||
Sales revenue | $ 4,959,005 | 6,022,669 | |||
Equity ownership percentage | 50.00% | ||||
Loss on sale of business | (456,169) | ||||
Restaurant Sales [Member] | |||||
Sales revenue | 3,466,553 | 3,869,758 | |||
CTI [Member] | |||||
Loss on sale of business | $ 456,169 | ||||
Stock Purchase Agreement [Member] | CTI [Member] | |||||
Equity ownership percentage | 70.00% | ||||
Total purchase price share | $ 1 | ||||
Midtown Acquisition [Member] | |||||
Purchase price | $ 121,464 | ||||
Purchase equipment | 35,116 | ||||
Goodwill | 86,348 | ||||
Cash payment | 35,000 | ||||
Assumed liability | $ 86,000 | ||||
Midtown Acquisition [Member] | Restaurant Sales [Member] | |||||
Sales revenue | 299,000 | ||||
Bronx Acquisition [Member] | |||||
Purchase price | $ 600,000 | ||||
Purchase equipment | 30,000 | ||||
Goodwill | 570,000 | ||||
Cash payment | 300,000 | ||||
Assumed liability | $ 300,000 | ||||
Promissory note term | 5 years | ||||
Promissory note interest percentage | 8.00% | ||||
Bronx Acquisition [Member] | Restuarant Net Sales [Member] | |||||
Sales revenue | $ 223,000 |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Proforma Acquired Franchisee Store (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 4,959,005 | $ 6,022,669 |
Restaurant operating expenses | 3,947,699 | 4,613,290 |
Total cost and expenses | 8,613,010 | 9,608,515 |
Loss from Operations | (3,654,005) | (3,585,846) |
Midtown Acquisition [Member] | Pro Forma [Member] | ||
Revenues | 5,822,310 | 7,190,901 |
Restaurant operating expenses | 4,740,650 | 5,686,319 |
Total cost and expenses | 9,405,961 | 10,681,544 |
Loss from Operations | (3,583,651) | (3,490,643) |
Bronx Acquisition [Member] | Pro Forma [Member] | ||
Revenues | 6,045,035 | 7,434,802 |
Restaurant operating expenses | 4,912,302 | 5,867,535 |
Total cost and expenses | 9,577,613 | 10,862,760 |
Loss from Operations | $ (3,532,578) | $ (3,427,958) |
Acquisitions - Schedule of Sale
Acquisitions - Schedule of Sale of Subsidiary (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Cash | $ (1,973) | |
Accounts receivable, net | (84,653) | |
Accounts receivable from CTI | (429,171) | |
Property and equipment, net | (2,912) | |
Intangible assets, net | (13,086) | |
Loans receivable from related party, net | (2,387) | |
Security deposits and other assets | (300) | |
Accounts payable and accrued expenses | 133,930 | |
Deferred revenue | 8,110 | |
Net fair value of assets and liabilities sold | (392,442) | |
Accumulated deficit | 8,272 | |
Subtotal | (384,170) | |
Non-controlling interest | (71,999) | |
Loss on sale of CTI | $ (456,169) |
Loans Receivable (Details Narra
Loans Receivable (Details Narrative) - USD ($) | Aug. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Loans receivable | $ 137,389 | $ 112,911 | |
Net of reserves for uncollectible loans | $ 55,000 | $ 55,000 | |
Maximum [Member] | |||
Debt instrument interest rate | 12.00% | ||
Loan original term | 10 years | ||
Minimum [Member] | |||
Debt instrument interest rate | 2.00% | ||
Former Franchisee [Member] | |||
Loans receivable | $ 60,186 | ||
Debt instrument, payment terms | The loan is payable in 120 monthly payments consisting of principal and interest of 12%, with the payments commencing as of December 1, 2019. | ||
Debt instrument interest rate | 12.00% | ||
Maturity date | Dec. 1, 2019 |
Loans Receivable - Schedule of
Loans Receivable - Schedule of Loans Receivables (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Loans receivable, net | $ 137,389 | $ 112,911 |
Less: current portion | (38,712) | (37,155) |
Loans receivable, non-current | $ 98,677 | $ 75,756 |
Loans Receivable from Related_3
Loans Receivable from Related Parties - Schedule of Loans Receivable from Related Party (Details) - USD ($) | Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 217,149 | $ 134,712 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Furniture and equipment | $ 617,712 | $ 282,896 |
Leasehold improvements | 1,518,293 | 626,368 |
Property and equipment, gross | 2,136,005 | 909,264 |
Less: accumulated depreciation and amortization | (489,126) | (271,977) |
Property and equipment, net | $ 1,646,879 | $ 637,287 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 63,806 | $ 66,173 |
Franchise Agreements [Member] | ||
Intangible asset, useful life | 13 years | |
Non-compete Agreements [Member] | ||
Intangible asset, useful life | 5 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets, net beginning balance | $ 3,102,621 | $ 3,181,880 |
Amortization expense | (63,806) | (66,173) |
Impairment of intangible assets | (13,086) | |
Intangible assets, net ending balance | 3,038,815 | 3,102,621 |
Trademark [Member] | ||
Intangible assets, net beginning balance | 2,524,000 | 2,524,000 |
Amortization expense | ||
Impairment of intangible assets | ||
Intangible assets, net ending balance | 2,524,000 | 2,524,000 |
Franchise Agreements [Member] | ||
Intangible assets, net beginning balance | 578,621 | 642,429 |
Amortization expense | (63,806) | (63,808) |
Impairment of intangible assets | ||
Intangible assets, net ending balance | $ 514,815 | 578,621 |
Weighted average remaining amortization period at June 30, 2019 (in years) | 8 years 1 month 6 days | |
Non-Compete Agreement [Member] | ||
Intangible assets, net beginning balance | 15,451 | |
Amortization expense | (2,365) | |
Impairment of intangible assets | (13,086) | |
Intangible assets, net ending balance | ||
Weighted average remaining amortization period at June 30, 2019 (in years) | 0 years |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets, Net - Schedule of Future Amortization Expense (Details) | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 63,981 |
2021 | 63,806 |
2022 | 63,806 |
2023 | 63,806 |
2024 | 63,981 |
Thereafter | 195,435 |
Future amortization expense | $ 514,815 |
Accounts Payables and Accrued_3
Accounts Payables and Accrued Expenses - Schedule of Accounts Payables and Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 857,846 | $ 841,334 | |
Accrued payroll | 139,320 | 181,452 | |
Accrued professional fees | 329,826 | 296,518 | |
Accrued board members fees | 59,864 | 143,108 | |
Accrued rent expense | 269,644 | 618,120 | |
Sales taxes payable | [1] | 329,089 | 297,160 |
Accrued interest | 520,682 | 433,494 | |
Accrued interest, related parties | 79,523 | ||
Other accrued expenses | 45,154 | 76,194 | |
Accounts payables and accrued expenses | $ 2,630,948 | $ 2,887,380 | |
[1] | See Note 15 - Commitments and Contingencies -Taxes for detailed related to delinquent sales taxes. |
Convertible Note Payable to F_2
Convertible Note Payable to Former Parent (Details Narrative) - USD ($) | Apr. 11, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2018 |
Debt principal amount | $ 1,415,265 | |||
Convertible note payable, gross | 82,458 | $ 82,458 | ||
Debt discount on convertible notes payable, former parent | 0 | 43,178 | ||
Convertible note payable, former parent | 82,458 | 39,280 | ||
Aggregate debt discount | 0 | 10,883 | ||
Beneficial conversion feature of convertible notes | $ 0 | $ 475,000 | ||
2018 ARH Note [Member] | Former Parent [Member] | ||||
Conversion price per share | $ 3.50 | |||
Debt principal amount | $ 392,542 | |||
Number of shares issued for conversion of debt | 11,154 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 05, 2019 | Oct. 10, 2019 | May 01, 2019 | Jan. 23, 2019 | Mar. 30, 2018 | Feb. 07, 2018 | Jan. 29, 2018 | Jan. 25, 2018 | Jan. 24, 2018 | Jan. 04, 2018 | Apr. 30, 2019 | Jan. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | May 24, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Other notes payable | $ 225,000 | $ 591,807 | $ 225,000 | |||||||||||||||||||
Value shares issued for conversion of debt | 548,020 | 3,434,506 | ||||||||||||||||||||
Debt instrument face value | 1,415,265 | |||||||||||||||||||||
Proceeds from issuance of convertible debt | 6,373,000 | 2,051,000 | ||||||||||||||||||||
Proceeds from convertible debt related party | 100,000 | 650,000 | ||||||||||||||||||||
Repayment of related party debt | 50,000 | 50,000 | ||||||||||||||||||||
Inducement expense related to convertible notes | 15,102,206 | |||||||||||||||||||||
Warrant modification expense | 5,405,770 | |||||||||||||||||||||
Aggregate debt discounts on convertible notes | 320,030 | 38,918 | 320,030 | |||||||||||||||||||
Aggregate debt discounts on convertible notes, related parties | 1,226,691 | 0 | 1,226,691 | |||||||||||||||||||
Convertible note payable, gross | 82,458 | 82,458 | 82,458 | |||||||||||||||||||
Debt discount on convertible notes payable | 43,178 | 0 | 43,178 | |||||||||||||||||||
Convertible note payable | 39,280 | 82,458 | 39,280 | |||||||||||||||||||
Warrants issued in connection with convertible debt | $ 330,713 | $ 217,641 | $ 38,763 | $ 305,055 | 343,818 | |||||||||||||||||
Beneficial conversion feature | 0 | 475,000 | ||||||||||||||||||||
Other notes payable, related party | $ 33,500 | $ 91,000 | $ 33,500 | |||||||||||||||||||
Bronx Acquisition [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 8.00% | |||||||||||||||||||||
Debt instrument maturity period | 5 years | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 2.00% | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 12.00% | |||||||||||||||||||||
Debt instrument maturity period | 10 years | |||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 11,247 | |||||||||||||||||||||
Warrants exercise price, description | Exercise price per share at 50% of initial public offering price. | |||||||||||||||||||||
Warrants grant date fair value | $ 155,104 | |||||||||||||||||||||
Percentage of increase in principal amount | 30.00% | |||||||||||||||||||||
Percentage of original warrant coverage | 100.00% | |||||||||||||||||||||
15% Senior Secured Convertible Promissory Notes [Member] | Warrants [Member] | Accredited Investors [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 366,997 | |||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||
Warrant exercise price | $ 8.40 | |||||||||||||||||||||
Number of warrants conversion shares of common stock percentage | 50.00% | |||||||||||||||||||||
Percentage for warrant exercise price adjusted conversion price | 120.00% | |||||||||||||||||||||
15% Senior Secured Convertible Promissory Notes [Member] | Securities Purchase Agreements [Member] | Accredited Investor [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 15.00% | 15.00% | ||||||||||||||||||||
Secured convertible notes debt | $ 2,165,000 | $ 2,973,000 | $ 2,165,000 | |||||||||||||||||||
Other notes payable | $ 635,000 | $ 635,000 | ||||||||||||||||||||
Debt instrument maturity description | Mature 18 months from issuance. | |||||||||||||||||||||
Debt conversion description | The Investors may elect to convert all or part of the 15% Notes, plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $7.00 (the "Fixed Conversion Price"); provided, however, in the event the per share price of a public offering multiplied by twenty-five percent (25%), as amended on April 10, 2019, at the time of the listing of the shares of common stock on an exchange (the "Listing Event") is less than $7.00 (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 $5.25 and the Discounted Public Offering Price shall be the public offering multiplied by forty five percent (17.50%), as amended on April 10, 2019, at the time of the Listing Event. Upon the occurrence of a Listing Event or the sale or license of all or substantially all of the Company’s assets (a "Liquidity Event"), the entire unpaid and outstanding principal amount and any accrued interest thereon under this Note shall automatically convert in whole without any further action by the Holder. | |||||||||||||||||||||
Notes payable, related parties | $ 100,000 | |||||||||||||||||||||
15% Senior Secured Convertible Promissory Notes [Member] | Securities Purchase Agreements [Member] | Accredited Investor [Member] | Warrants [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 154,643 | 212,354 | 154,643 | |||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||||||||||||
Warrant exercise price | $ 8.40 | $ 8.40 | $ 8.40 | |||||||||||||||||||
Number of warrants conversion shares of common stock percentage | 50.00% | 50.00% | ||||||||||||||||||||
SPA Notes [Member] | Warrants [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 1,085,750 | |||||||||||||||||||||
Warrant exercise price | $ 2.40 | |||||||||||||||||||||
Debt instrument conversion price | $ 2 | |||||||||||||||||||||
Value shares issued for conversion of debt | $ 4,343,000 | |||||||||||||||||||||
Number of shares issued for conversion of debt | 2,171,500 | |||||||||||||||||||||
Number of warrants issued | 303,071 | |||||||||||||||||||||
Exercise price of warrants issued | $ 8.40 | |||||||||||||||||||||
SPA Notes [Member] | Warrants One [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 69,000 | |||||||||||||||||||||
Warrant exercise price | $ 3 | |||||||||||||||||||||
Debt instrument conversion price | $ 2.50 | |||||||||||||||||||||
Value shares issued for conversion of debt | $ 345,000 | |||||||||||||||||||||
Number of shares issued for conversion of debt | 138,000 | |||||||||||||||||||||
Number of warrants issued | 24,643 | |||||||||||||||||||||
Exercise price of warrants issued | $ 8.40 | |||||||||||||||||||||
12% Secured Convertible Notes [Member] | Securities Purchase Agreements [Member] | Accredited Investor [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 12.00% | |||||||||||||||||||||
Secured convertible notes debt | $ 3,500,000 | |||||||||||||||||||||
Debt instrument maturity description | Mature 18 months from issuance. | |||||||||||||||||||||
Debt conversion description | 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 $14.00 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 $14.00 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. | |||||||||||||||||||||
Debt instrument conversion price | $ 2 | |||||||||||||||||||||
12% Secured Convertible Notes [Member] | Securities Purchase Agreements [Member] | Accredited Investor [Member] | Warrants [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 125,000 | |||||||||||||||||||||
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% | |||||||||||||||||||||
April 2019 Notes [Member] | Warrants [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 635,000 | |||||||||||||||||||||
Warrant exercise price | $ 2.88 | |||||||||||||||||||||
Debt instrument conversion price | $ 2.50 | |||||||||||||||||||||
Value shares issued for conversion of debt | $ 3,175,000 | |||||||||||||||||||||
Number of shares issued for conversion of debt | 1,270,000 | |||||||||||||||||||||
Number of warrants issued | 113,393 | |||||||||||||||||||||
Exercise price of warrants issued | $ 16.10 | |||||||||||||||||||||
April 2019 Notes [Member] | Warrants One [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 41,667 | |||||||||||||||||||||
Warrant exercise price | $ 3.45 | |||||||||||||||||||||
Debt instrument conversion price | $ 3 | |||||||||||||||||||||
Value shares issued for conversion of debt | $ 250,000 | |||||||||||||||||||||
Number of shares issued for conversion of debt | 83,333 | |||||||||||||||||||||
Number of warrants issued | 8,929 | |||||||||||||||||||||
Exercise price of warrants issued | $ 16.10 | |||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 10.00% | |||||||||||||||||||||
Warrants to purchase common stock | 58,142 | |||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||
Warrant exercise price | $ 22.75 | |||||||||||||||||||||
Debt conversion description | The note as amended and extended on January 29, 2018, will automatically convert into shares of the Company's common stock upon the earlier of (a) twelve months from the extension date or (b) the approval of the Form 1-A Registration Statement, at a 50% discount to the initial public offering price. | The notes are convertible into shares of the Company's stock upon the earlier of (a) six months from the issue date or (b) the first day the company's stock is publicly traded or (c) converted at the option of the holder. | ||||||||||||||||||||
Debt instrument conversion price | $ 1.625 | |||||||||||||||||||||
Value shares issued for conversion of debt | $ 1,850,340 | |||||||||||||||||||||
Number of shares issued for conversion of debt | 214,918 | |||||||||||||||||||||
Debt instrument face value | $ 100,000 | |||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 150,000 | $ 784,000 | ||||||||||||||||||||
Proceeds from convertible debt related party | $ 100,000 | 550,000 | ||||||||||||||||||||
Debt instrument maturity period | 60 days | |||||||||||||||||||||
Shares issued price per share | $ 11.375 | |||||||||||||||||||||
Percentage of discounted public offering | 50.00% | |||||||||||||||||||||
Convertible notes payable | $ 12,972 | $ 12,972 | ||||||||||||||||||||
Warrants issued in connection with convertible debt | $ 548,354 | 548,354 | ||||||||||||||||||||
Beneficial conversion feature | 548,020 | 548,020 | ||||||||||||||||||||
Convertible Promissory Note [Member] | Company and Certain Note Holders [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument maturity description | Earlier of the closing of the initial public offering, but no later than July 29, 2018. | |||||||||||||||||||||
Debt instrument face value | $ 1,591,800 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Former Parent [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from convertible debt related party | $ 30,000 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Warrants [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 68,500 | |||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||
Warrant exercise price | $ 22.75 | |||||||||||||||||||||
Convertible Promissory Note [Member] | Amendment To Promissory Note [Member] | Company and Certain Note Holders [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 170,000 | |||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 70,000 | |||||||||||||||||||||
Debt instrument maturity date | Mar. 15, 2018 | |||||||||||||||||||||
Securities Purchase Agreements [Member] | Accredited Investor [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Secured convertible notes debt | $ 1,550,000 | |||||||||||||||||||||
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. | |||||||||||||||||||||
Notes payable, related parties | $ 400,000 | |||||||||||||||||||||
Debt instrument conversion price | $ 1 | |||||||||||||||||||||
Other Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 200,000 | |||||||||||||||||||||
Warrant exercise price | $ 3.50 | |||||||||||||||||||||
Debt instrument conversion price | $ 3.50 | |||||||||||||||||||||
Value shares issued for conversion of debt | $ 1,375,000 | |||||||||||||||||||||
Number of shares issued for conversion of debt | 392,850 | |||||||||||||||||||||
Number of warrants issued | 10,713 | |||||||||||||||||||||
Exercise price of warrants issued | $ 65.31 | |||||||||||||||||||||
Repayment of other debt | $ 150,000 | |||||||||||||||||||||
Repayment of related party debt | $ 100,000 | |||||||||||||||||||||
Number of shares issued for interest on other notes payable | 15,952 | |||||||||||||||||||||
Number of shares issued for interest on other notes payable, value | $ 111,666 | |||||||||||||||||||||
Convertible note payable, gross | 3,428,266 | 650,000 | 3,428,266 | |||||||||||||||||||
Debt discount on convertible notes payable | 1,313,259 | 38,918 | 1,313,259 | |||||||||||||||||||
Convertible note payable | 2,115,007 | $ 611,082 | 2,115,007 | |||||||||||||||||||
Other Convertible Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 10.00% | |||||||||||||||||||||
Other Convertible Notes [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 15.00% | |||||||||||||||||||||
Another Convertible Notes Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Convertible note payable | 100,000 | $ 100,000 | 100,000 | |||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 15.00% | |||||||||||||||||||||
Proceeds from convertible debt related party | $ 91,000 | |||||||||||||||||||||
Promissory Note [Member] | Default In Exercise of Warrants [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants to purchase common stock | 11,247 | 11,247 | ||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||
Warrants exercise price, description | Exercise price per share at 50% of initial public offering price. | |||||||||||||||||||||
Increase in interest payable | $ 153,529 | |||||||||||||||||||||
Warrants grant date fair value recorded as interest expense | $ 149,951 | |||||||||||||||||||||
Promissory Note [Member] | Related Party [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 10.00% | |||||||||||||||||||||
Debt instrument maturity description | The note as amended and extended on January 29, 2018 becomes due and payable upon the earlier of (a) six month following the date of extension or (b) the approval of the Form 1-A Registration Statement. | |||||||||||||||||||||
Debt instrument face value | $ 25,000 | |||||||||||||||||||||
Debt instrument maturity period | 60 days | |||||||||||||||||||||
Promissory Note [Member] | Unrelated Third Party [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||
Debt instrument face value | $ 511,765 | |||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 435,000 | |||||||||||||||||||||
Debt instrument maturity date | Mar. 30, 2018 | |||||||||||||||||||||
Percentage on original issue discount | 15.00% | |||||||||||||||||||||
Warrants exercise price, description | Exercise price per share at 50% of initial public offering price. | |||||||||||||||||||||
Other Notes Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Other notes payable | $ 560,000 | |||||||||||||||||||||
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 | $ 7 | |||||||||||||||||||||
Repayment of other debt | 560,000 | |||||||||||||||||||||
Repayment of related party debt | $ 335,000 | |||||||||||||||||||||
Number of shares issued for interest on other notes payable | 68,475 | |||||||||||||||||||||
Number of shares issued for interest on other notes payable, value | $ 479,323 | |||||||||||||||||||||
Other Notes Payable [Member] | Bronx Acquisition [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt interest percentage | 8.00% | |||||||||||||||||||||
Debt instrument maturity period | 5 years | |||||||||||||||||||||
Notes payable | $ 300,000 | |||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument maturity date | Feb. 21, 2020 | |||||||||||||||||||||
Percentage on original issue discount | 20.00% | |||||||||||||||||||||
Other Convertible Notes Related Party [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Convertible note payable, gross | 387,028 | $ 0 | 387,028 | |||||||||||||||||||
Debt discount on convertible notes payable | 233,462 | 0 | 233,462 | |||||||||||||||||||
Convertible note payable | $ 153,566 | $ 0 | $ 153,566 |
Notes Payable - Schedule of Fai
Notes Payable - Schedule of Fair Value Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value of measurement inputs, percentage | 1.55% |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value of measurement inputs, percentage | 1.62% |
Expected Term (Years) [Member] | Minimum [Member] | |
Fair value of measurement inputs, term | 3 months 11 days |
Expected Term (Years) [Member] | Maximum [Member] | |
Fair value of measurement inputs, term | 4 years 9 months 14 days |
Expected Volatility [Member] | Minimum [Member] | |
Fair value of measurement inputs, percentage | 46.69% |
Expected Volatility [Member] | Maximum [Member] | |
Fair value of measurement inputs, percentage | 52.54% |
Expected Dividends [Member] | |
Fair value of measurement inputs, percentage | 0.00% |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Details) | Dec. 31, 2019USD ($) |
Total debt | $ 1,415,265 |
Past Due [Member] | |
Total debt | 182,458 |
3/31/2020 [Member] | |
Total debt | 487,496 |
6/30/2020 [Member] | |
Total debt | 303,747 |
9/30/2020 [Member] | |
Total debt | 113,004 |
12/31/2020 [Member] | |
Total debt | 13,265 |
03/31/2021 [Member] | |
Total debt | 88,533 |
Thereafter [Member] | |
Total debt | $ 226,762 |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred revenue | $ 57,744 | $ 396,131 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Franchise fees | $ 1,210,719 | $ 801,107 |
Unearned vendor rebates | 64,953 | 106,841 |
Less: Unearned vendor rebates, current | (64,953) | (106,841) |
Less: Franchise fees, current | (57,744) | (801,107) |
Deferred revenues, non-current | $ 1,152,975 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Gift card liability | $ 88,673 | $ 122,221 |
Co-op advertising fund liability | 298,662 | 240,226 |
Advertising fund liability | 265,308 | 245,039 |
Other current liabilities | $ 652,643 | $ 607,486 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net operating losses of federal and state | $ 16,400,000 | $ 11,900,000 |
Operating loss carryforward expiration term | Will expire from 2030 to 2037 | |
Ownership percentage | 50.00% | |
Income tax limitations, description | The Section 382 limitation will be approximately $500,000 a year. | |
Amended Filing [Member] | ||
Net operating losses of federal and state | $ 11,900,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,599,898 | $ 3,328,192 |
Receivable allowance | 21,000 | 30,800 |
Stock-based compensation | 267,226 | 244,157 |
Accruals | 48,502 | 44,816 |
Intangible assets | 469,169 | 527,235 |
Property and equipment | 2,858 | |
Deferred revenues | 358,646 | 166,025 |
Gross deferred tax asset | 5,767,299 | 4,341,225 |
Beneficial conversion feature | (10,897) | (352,111) |
Deferred Rent | (260) | (5,798) |
Gross deferred tax liabilities | (11,157) | (357,909) |
Net deferred tax assets | 5,756,142 | 3,983,316 |
Valuation allowance | (5,756,142) | (3,983,316) |
Net deferred tax assets, net of valuation allowance |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax (Provision) Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal Current | ||
Federal Deferred | 1,329,620 | 606,915 |
State and local Current | ||
State and local Deferred | 443,206 | 202,305 |
Deferred Federal, State and Local, Tax Expense (Benefit) | 1,772,826 | 809,220 |
Change in valuation allowance | (1,772,826) | (809,220) |
Income tax (provision) benefit |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit at statutory rate | 21.00% | 21.00% |
State income tax benefit, net of federal impact | 7.00% | 7.00% |
Permanent differences | (20.60%) | (0.60%) |
Income passed through to non-controlling interests | (0.00%) | 0.00% |
Change in effective rate | (0.40%) | (3.00%) |
Other | (0.80%) | (0.10%) |
Change in valuation allowance | (6.20%) | (24.30%) |
Effective income tax rate | 0.00% | 0.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2019 | Nov. 19, 2019 | Oct. 19, 2019 | Oct. 10, 2019 | Oct. 02, 2019 | Sep. 02, 2019 | Aug. 22, 2019 | Aug. 05, 2019 | Aug. 02, 2019 | Aug. 01, 2019 | Jul. 16, 2019 | Jul. 02, 2019 | Jun. 29, 2019 | Jun. 29, 2019 | May 24, 2019 | May 06, 2019 | May 05, 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 | Jan. 25, 2018 | Oct. 26, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Mar. 29, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 19, 2019 | May 04, 2018 | Mar. 29, 2018 |
Rent expense | $ 79,338 | ||||||||||||||||||||||||||||||||||||||||||||||
Security deposits | $ 37,000 | 37,000 | $ 33,000 | ||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from offering | 85,576 | ||||||||||||||||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, value | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | 520,682 | 520,682 | 433,494 | ||||||||||||||||||||||||||||||||||||||||||||
Rent expense | 467,106 | 980,136 | |||||||||||||||||||||||||||||||||||||||||||||
Operating costs and expenses | $ 8,613,010 | $ 9,608,515 | |||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||
Board Compensation Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 17,005 | 1,428 | 1,428 | 714 | |||||||||||||||||||||||||||||||||||||||||||
Agreements term description | 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. | ||||||||||||||||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 9,000 | $ 9,000 | $ 4,500 | ||||||||||||||||||||||||||||||||||||||||||||
Cash compensation | 59,864 | 59,864 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||
Operating Cost and Expenses [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Operating costs and expenses | 417,220 | ||||||||||||||||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Operating costs and expenses | 49,886 | ||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Board Compensation Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Cash compensation | $ 4,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Board Compensation Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Cash compensation | $ 9,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Midtown [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Lease expiry date | Aug. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Midtown [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Rent expense | $ 10,448 | ||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Midtown [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Rent expense | $ 11,417 | ||||||||||||||||||||||||||||||||||||||||||||||
Service as Director [Member] | Board Compensation Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 1,428 | ||||||||||||||||||||||||||||||||||||||||||||||
Service on Each Committee [Member] | Board Compensation Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 185 | ||||||||||||||||||||||||||||||||||||||||||||||
Service as Chair [Member] | Board Compensation Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 142 | ||||||||||||||||||||||||||||||||||||||||||||||
Sales Taxes [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | 329,089 | 329,089 | $ 297,160 | ||||||||||||||||||||||||||||||||||||||||||||
Michael J. Roper [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 14,285 | ||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from offering | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Michael J. Roper [Member] | Upon One and Two Year Anniversaries [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 14,285 | ||||||||||||||||||||||||||||||||||||||||||||||
Ferdinand Groenewald [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 1,428 | ||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from offering | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Cash bonuses | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 3,748 | ||||||||||||||||||||||||||||||||||||||||||||||
Robert E. Morgan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Loss contingency seeking damages | $ 2,391,330 | 1,357,243 | |||||||||||||||||||||||||||||||||||||||||||||
Upfront amount | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Additional upfront fee | $ 175,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 52,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Robert E. Morgan [Member] | Crownhall Realty, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Loss contingency seeking damages | $ 1,034,087 | ||||||||||||||||||||||||||||||||||||||||||||||
Note Holder [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest | 18,237 | 18,237 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory notes | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Other costs | $ 171,035 | $ 171,035 | |||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 71,035 | ||||||||||||||||||||||||||||||||||||||||||||||
Former Landlord [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Security deposits | $ 11,185 | ||||||||||||||||||||||||||||||||||||||||||||||
Loss contingency seeking damages | $ 531,594 | ||||||||||||||||||||||||||||||||||||||||||||||
Original lease term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||
Paid of litigation settlement amount | $ 6,400 | $ 25,000 | $ 49,815 | $ 531,594 | |||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||
Restaurant Spaces [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Lease term | 10 years | ||||||||||||||||||||||||||||||||||||||||||||||
Lease description | These lease agreements have a monthly rent expense based on a percentage fee of eight percent of gross sales for each year of the agreement. One of the lease states that the percentage fee will be ten percent for gross sales equal or greater than $1,000,000 for an agreement year. | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | Landlord [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Sum of lease costs | $ 58,522 | ||||||||||||||||||||||||||||||||||||||||||||||
Payment for damages on operating leases | $ 32,283 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | Landlord [Member] | First Payment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Payment for damages on operating leases | $ 10,761 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | Landlord [Member] | Second Payment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Payment for damages on operating leases | $ 10,761 | ||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | Landlord [Member] | Final Payment [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Payment for damages on operating leases | $ 10,761 | ||||||||||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||||||||||
Lease Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Rent expense | $ 6,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Lease term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Agreement description | The Company entered into an at-will employment agreement with Ferdinand Groenewald for a one-year term that is to commence as of the date the Company successfully receives at least $5,000,000 in gross proceeds from an SEC qualified offering under Offering Statement under Regulation A+ under the Securities Act of 1933, as amended. | ||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from offering | $ 3,000,000 | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Michael J. Roper [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 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Michael J. Roper [Member] | Public Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 35,714 | 14,285 | |||||||||||||||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Employee bonus | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Michael J. Roper [Member] | September 2018 Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Employment salary increased upon achieving various milestones by investors | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Michael J. Roper [Member] | Minimum [Member] | Restricted Stock Units (RSUs) One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 21,428 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Michael J. Roper [Member] | Maximum [Member] | Restricted Stock Units (RSUs) One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 35,714 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Ferdinand Groenewald [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Agreement term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Ferdinand Groenewald [Member] | Public Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 175,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 15,714 | ||||||||||||||||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Ferdinand Groenewald [Member] | Maximum [Member] | Public Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 3,571 | ||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from offering | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Kenneth Miller [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Agreement term | 2 years | ||||||||||||||||||||||||||||||||||||||||||||||
Agreements term description | Mr. Miller is eligible for a discretionary performance cash and equity bonuses which will include cash of $50,000 and 10,714 shares of common stock upon completion of the Public Offering, which may be increased to 17,857 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. | ||||||||||||||||||||||||||||||||||||||||||||||
Cash bonuses | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | Kenneth Miller [Member] | Public Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 14,285 | ||||||||||||||||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Equity bonuses | 10,714 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Kevin Mohan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 156,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 35,714 | ||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from offering | 175,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employee bonus | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Kevin Mohan [Member] | Minimum [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 14,285 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, value | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Kevin Mohan [Member] | Maximum [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 28,571 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, value | $ 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 | ||||||||||||||||||||||||||||||||||||||||||||||
Cash bonus percentage | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Aimee Infante [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 714 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, value | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Aimee Infante [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 1,071 | ||||||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Aimee Infante [Member] | Maximum [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Base salary | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 500 | 1,642 | |||||||||||||||||||||||||||||||||||||||||||||
Agreement term | 1 year | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 41,426 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, value | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Consulting fees | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Underwriter [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 35,714 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, value | $ 140,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreements [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued | 55,714 | ||||||||||||||||||||||||||||||||||||||||||||||
Payment of cash for potential business opportunities and potential acquisition | $ 280,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreements [Member] | Restricted Stock Units (RSUs) [Member] | First Milestones [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, shares | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||
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 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||
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 | 28,571 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for restricted stock, value | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Reimbursement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 81,140 | ||||||||||||||||||||||||||||||||||||||||||||||
Paid of litigation settlement amount | 81,140 | ||||||||||||||||||||||||||||||||||||||||||||||
Agreement payment, 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 tranche 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 tranche of the 15% Senior Secured Convertible Notes. | ||||||||||||||||||||||||||||||||||||||||||||||
Litigations, Claims and Assessments [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Loss contingency seeking damages | $ 32,809 | ||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 30,000 | 30,000 | |||||||||||||||||||||||||||||||||||||||||||||
Commission's Payment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Accounts payable and accrued expenses | $ 45,894 | ||||||||||||||||||||||||||||||||||||||||||||||
Paid of litigation settlement amount | $ 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. | ||||||||||||||||||||||||||||||||||||||||||||||
Termination of Offering [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds from offering | $ 85,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 3.25 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock sold | 44,153 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 435,583 |
2021 | 424,103 |
2022 | 376,902 |
2023 | 376,902 |
2024 | 276,079 |
Thereafter | 214,477 |
Future Minimum Lease Payments | $ 2,104,046 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock, shares authorized | 14,285,714 | 14,285,714 | |||
Common stock, par value | $ 0.0001 | ||||
Number of restricted shares issued value | |||||
Stock-based compensation | $ 666,504 | $ 383,966 | |||
General and administrative expenses | 4,244,848 | $ 4,358,131 | |||
Restricted Common Stock [Member] | |||||
Unamortized value | $ 80,898 | ||||
Unamortized value weighted average period | 1 year 4 days | ||||
2017 Plan [Member] | |||||
Number of shares reserved for issuance | 153,061 | ||||
2019 Plan [Member] | |||||
Number of shares reserved for issuance | 214,286 | ||||
Investors [Member] | |||||
Number of stock sold | 180,000 | ||||
Shares issued price per share | $ 1 | ||||
Number of stock sold, value | $ 180,000 | ||||
Consultant [Member] | |||||
Number of restricted shares issued | 35,714 | 61,426 | |||
Number of restricted shares issued value | $ 250,000 | $ 430,000 | |||
Employees Directors and Consultants [Member] | Restricted Common Stock [Member] | |||||
Stock-based compensation | 666,504 | 383,966 | |||
General and administrative expenses | 78,455 | 380,871 | |||
Labor expense | 2,700 | 3,094 | |||
Consulting expenses | $ 585,349 | $ 0 |
Equity - Schedule of Activity R
Equity - Schedule of Activity Related to Restricted Common Stock (Details) - Restricted Common Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Common Stock, Outstanding Beginning | 6,063 | 13,882 |
Restricted Common Stock, Granted | 61,426 | 35,714 |
Restricted Common Stock, Forfeited | (1,649) | (4,064) |
Restricted Common Stock, Vested | (63,414) | (39,469) |
Restricted Common Stock, Outstanding Ending | 2,426 | 6,063 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ 44.38 | $ 47.74 |
Weighted Average Grant Date Fair Value, Granted | 7 | 7 |
Weighted Average Grant Date Fair Value, Forfeited | 65.33 | 65.31 |
Weighted Average Grant Date Fair Value, Vested | 8.83 | 63.84 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ 41.58 | $ 44.38 |
Equity - Schedule of Warrants A
Equity - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding Beginning | 312,078 | 74,435 |
Number of Warrants, Issued | 2,138,209 | 247,209 |
Number of Warrants, Exercised | ||
Number of Warrants, Forfeited | ||
Number of Warrants, Outstanding Ending | 2,450,287 | 312,078 |
Number of Warrants, Exercisable | 2,450,287 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 23.66 | $ 63.21 |
Weighted Average Exercise Price, Issued | 4.88 | 12.74 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding Ending | 5.51 | $ 23.66 |
Weighted Average Exercise Price, Exercisable | $ 5.51 | |
Weighted Average Remaining Life In Years, Outstanding Beginning | 3 years 3 months 19 days | 1 year 10 months 25 days |
Weighted Average Remaining Life In Years, Outstanding Ending | 3 years 8 months 12 days | 3 years 3 months 19 days |
Weighted Average Remaining Life In Years, Exercisable | 3 years 8 months 12 days |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Options Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.55% | 0.27% |
Contractual term (years) | 3 months 11 days | 3 years |
Expected volatility | 46.69% | 38.57% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.62% | 3.05% |
Contractual term (years) | 5 years | 5 years |
Expected volatility | 88.10% | 55.37% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 09, 2020 | Apr. 21, 2020 | Apr. 08, 2020 | Feb. 24, 2020 | Feb. 18, 2020 | Feb. 12, 2020 | Jan. 23, 2020 | Dec. 31, 2019 | Oct. 19, 2019 | Jul. 02, 2019 | May 24, 2019 | Oct. 26, 2018 | May 15, 2020 | May 14, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from initial public offering | $ 85,576 | |||||||||||||||
Debt principal amount | $ 1,415,265 | 1,415,265 | ||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock shares issued | 500 | 1,642 | ||||||||||||||
Consulting expenses | $ 5,000 | |||||||||||||||
Employment Agreements [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from initial public offering | $ 3,000,000 | $ 5,000,000 | ||||||||||||||
Board of Directors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock shares issued | 3,748 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock shares issued | 51,105 | 1,540,000 | ||||||||||||||
Shares issued price per share | $ 5 | |||||||||||||||
Proceeds from initial public offering | $ 6,780,000 | $ 6,780,000 | ||||||||||||||
Payments for other fees | $ 920,000 | $ 920,000 | ||||||||||||||
Number of warrants issued | 123,200 | |||||||||||||||
Debt principal amount | $ 150,000 | |||||||||||||||
Original issue discount, percentage | 20.00% | |||||||||||||||
Debt maturity date | Feb. 21, 2020 | |||||||||||||||
Litigation settlement amount | $ 130,185 | |||||||||||||||
Subsequent Event [Member] | Profession Service Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock shares issued | 300,000 | |||||||||||||||
Number of warrants issued | 100,000 | |||||||||||||||
Warrant term | 3 years | |||||||||||||||
Warrant exercise price | $ 5 | |||||||||||||||
Agreement term, description | The term of the agreement commences from the effective date on February 18, 2020 and expires on February 18, 2021. | |||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock shares issued | 10,000 | |||||||||||||||
Agreement term, description | The term of the agreement commences on the signing date of the agreement and ends on April 1, 2021 | The term of the agreement is for two months from the effective date on February 27, 2020 and expires on April 27, 2020. | ||||||||||||||
Consulting expenses | $ 107,500 | |||||||||||||||
Options to acquire shares | 200,000 | |||||||||||||||
Options exercise price | $ 2.50 | |||||||||||||||
Subsequent Event [Member] | Employment Agreements [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock shares issued | 216,783 | |||||||||||||||
Subsequent Event [Member] | Paycheck Protection Program Promissory Note and Agreement [Member] | Greater Nevada Credit Union [Member] | PPP Loan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt maturity date | May 9, 2022 | |||||||||||||||
Proceeds from loan | $ 866,300 | |||||||||||||||
Debt instrument interest rate | 1.00% | |||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of stock issued as compensation | $ 25,616 |