Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39223 | |
Entity Registrant Name | MUSCLE MAKER, INC. | |
Entity Central Index Key | 0001701756 | |
Entity Tax Identification Number | 47-2555533 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2600 South Shore Blvd. | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | League City | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77573 | |
City Area Code | (682) | |
Local Phone Number | 708-8250 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | GRIL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,812,293 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 3,616,845 | $ 4,195,932 |
Accounts receivable, net of allowance for doubtful accounts of $75,000 as of September 30, 2021 and December 31, 2020, respectively | 345,518 | 140,305 |
Inventory | 178,344 | 113,824 |
Current portion of loans receivable, net of allowance of $61,275 and $106,900 at September 30, 2021 and December 31, 2020, respectively | 8,209 | 2,394 |
Prepaid expenses and other current assets | 1,068,732 | 40,903 |
Total Current Assets | 5,217,648 | 4,493,358 |
Property and equipment, net | 2,488,665 | 2,342,723 |
Goodwill | 2,661,564 | 656,348 |
Intangible assets, net | 7,765,252 | 2,878,278 |
Loans receivable, non-current | 996 | |
Security deposits and other assets | 229,799 | 131,916 |
Total Assets | 18,362,928 | 10,503,619 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 1,978,933 | 1,500,935 |
Convertible notes payable to Former Parent | 82,458 | 82,458 |
Convertible notes payable | 100,000 | 100,000 |
Other notes payable, current | 186,037 | 701,552 |
Deferred revenue, current | 44,437 | 62,858 |
Deferred rent, current | 21,117 | 20,569 |
Other current liabilities | 674,651 | 641,418 |
Total Current Liabilities | 3,087,633 | 3,109,790 |
Other notes payable, non-current | 1,167,267 | 575,140 |
Deferred revenue, non-current | 845,763 | 944,271 |
Deferred rent, non-current | 96,903 | 79,290 |
Total Liabilities | 5,197,566 | 4,708,491 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value, 50,000,000 shares authorized, 17,726,383 and 11,725,764 shares issued and outstanding as of September 30, 2021, and December 31, 2020, respectively | 1,773 | 1,172 |
Additional paid-in capital | 81,623,811 | 68,987,663 |
Accumulated deficit | (68,460,222) | (63,193,707) |
Total Stockholders’ Equity | 13,165,362 | 5,795,128 |
Total Liabilities and Stockholders’ Equity | $ 18,362,928 | $ 10,503,619 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 75,000 | $ 75,000 |
Financing Receivable, Allowance for Credit Loss, Current | $ 61,275 | $ 106,900 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 17,726,383 | 11,725,764 |
Common stock, shares outstanding | 17,726,383 | 11,725,764 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total Revenues | $ 3,350,105 | $ 1,152,545 | $ 7,369,172 | $ 3,400,690 |
Restaurant operating expenses: | ||||
Total restaurant operating expenses | 3,453,244 | 1,238,610 | 8,054,101 | 3,606,269 |
Preopening expenses | 11,393 | 22,379 | 46,764 | |
Depreciation and amortization | 384,673 | 80,113 | 838,447 | 288,615 |
Impairment of intangible asset | 100,000 | 100,000 | ||
Franchise advertising fund expenses | 670 | 13,132 | 19,499 | 45,587 |
General and administrative expenses | 1,136,424 | 457,282 | 6,098,379 | 6,800,536 |
Total Costs and Expenses | 4,986,404 | 1,889,137 | 15,032,805 | 10,887,771 |
Loss from Operations | (1,636,299) | (736,592) | (7,663,633) | (7,487,081) |
Other Income (Expense): | ||||
Other (expense) income, net | 1,006,152 | (5,360) | 1,232,461 | (18,908) |
Interest expense, net | (2,483) | (20,128) | (38,817) | (114,861) |
Change in fair value of accrued compensation | 100,000 | 127,500 | 4,000 | |
Gain on debt extinguishment | 200,000 | 1,075,974 | ||
Amortization of debt discounts | (38,918) | |||
Total Other Income (Expense), Net | 1,203,669 | 74,512 | 2,397,118 | (168,687) |
Loss Before Income Tax | (432,630) | (662,080) | (5,266,515) | (7,655,768) |
Income tax provision | ||||
Net Loss | $ (432,630) | $ (662,080) | $ (5,266,515) | $ (7,655,768) |
Net Loss Per Share: | ||||
Basic and diluted | $ (0.02) | $ (0.09) | $ (0.35) | $ (1.06) |
Weighted Average Number of Common Shares Outstanding: | ||||
Basic and diluted | 17,704,445 | 7,633,347 | 14,991,168 | 7,217,767 |
Company Restaurant Net Sales [Member] | ||||
Revenues: | ||||
Total Revenues | $ 2,976,255 | $ 887,922 | $ 6,720,030 | $ 2,785,288 |
Franchise Royalties And Fees [Member] | ||||
Revenues: | ||||
Total Revenues | 373,180 | 251,491 | 629,643 | 569,815 |
Franchise Advertising Fund Contributions [Member] | ||||
Revenues: | ||||
Total Revenues | 670 | 13,132 | 19,499 | 45,587 |
Foodand Beverage Costs [Member] | ||||
Restaurant operating expenses: | ||||
Total restaurant operating expenses | 1,165,607 | 346,808 | 2,542,333 | 1,067,831 |
Labor [Member] | ||||
Restaurant operating expenses: | ||||
Total restaurant operating expenses | 1,230,776 | 420,804 | 2,901,613 | 1,350,247 |
Rent [Member] | ||||
Restaurant operating expenses: | ||||
Total restaurant operating expenses | 343,637 | 184,309 | 904,758 | 468,590 |
Other Restaurant Operating Expenses [Member] | ||||
Restaurant operating expenses: | ||||
Total restaurant operating expenses | $ 713,224 | $ 286,689 | $ 1,705,397 | $ 719,601 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 571 | $ 53,339,793 | $ (53,094,602) | $ 245,762 |
Beginning balance, shares at Dec. 31, 2019 | 5,714,464 | |||
Issuance of restricted stock | ||||
Issuance of restricted stock, shares | 1,226 | |||
Common stock issued upon offering on February 12, 2020, net of underwriter’s discount and offering costs of $920,000 | $ 154 | 6,779,846 | 6,780,000 | |
Common stock issued upon offering on February 12, 2020, net of underwriter's discount and offering costs of $920,000, shares | 1,540,000 | |||
Restricted stock issued as compensation to executive team upon completion of the initial public offering | $ 22 | 1,083,893 | 1,083,915 | |
Restricted common stock issued as compensation to executive team upon completion of the initial public offering, shares | 216,783 | |||
Common stock issued as compensation to board of directors | $ 3 | 128,077 | 128,080 | |
Common stock issued as compensation to board of directors, shares | 25,616 | |||
Restricted common stock | 20,148 | 20,148 | ||
Warrant | 191,000 | 191,000 | ||
Net loss | (5,492,263) | (5,492,263) | ||
Ending balance at Mar. 31, 2020 | $ 789 | 63,467,718 | (58,586,865) | 4,881,642 |
Ending balance, shares at Mar. 31, 2020 | 7,883,089 | |||
Beginning balance at Dec. 31, 2019 | $ 571 | 53,339,793 | (53,094,602) | 245,762 |
Beginning balance, shares at Dec. 31, 2019 | 5,714,464 | |||
Net loss | (7,655,768) | |||
Ending balance at Sep. 30, 2020 | $ 1,108 | 67,799,514 | (60,750,370) | 7,050,252 |
Ending balance, shares at Sep. 30, 2020 | (11,089,440) | |||
Beginning balance at Mar. 31, 2020 | $ 789 | 63,467,718 | (58,586,865) | 4,881,642 |
Beginning balance, shares at Mar. 31, 2020 | 7,883,089 | |||
Common stock issued as compensation to board of directors | 11,874 | 11,874 | ||
Common stock issued as compensation to board of directors, shares | 4,340 | |||
Restricted common stock | 20,148 | 20,148 | ||
Common stock issued as compensation for services | $ 2 | 56,198 | 56,200 | |
Common stock issued as compensation for services, shares | 20,000 | |||
Common stock issued in exchange for accrued interest | $ 5 | 357,730 | 357,735 | |
Common stock issued in exchange for accrued interest, shares | 51,105 | |||
Net loss | (1,501,425) | (1,501,425) | ||
Ending balance at Jun. 30, 2020 | $ 796 | 63,913,668 | (60,088,290) | 3,826,174 |
Ending balance, shares at Jun. 30, 2020 | 7,958,534 | |||
Restricted common stock | 20,367 | 20,367 | ||
Common stock issued as compensation for services | $ 5 | 200,700 | 200,705 | |
Common stock issued as compensation for services, shares | 53,571 | |||
Restricted common stock cancelled by executive team | $ (22) | (1,083,893) | (1,083,915) | |
Restricted Common stock cancelled by executive team, shares | (216,783) | |||
Common stock cancelled by consultant issued for prior services | $ (30) | |||
Common stock cancelled by consultant issued for prior services, shares | (300,000) | |||
Common stock issued as compensation for services as per settlement | $ 30 | |||
Common stock issued as compensation for services as part of settlement, shares | 300,000 | |||
Warrant expense – Reclassed to accrued compensation for future options | (191,000) | (191,000) | ||
Offering on September 10, 2020, net of underwriter’s discount and offering cost of $660,000 | $ 329 | 4,939,672 | 4,940,001 | |
Offering on September 10, 2020, net of underwriter's discount and offering cost of $660,000, shares | 3,294,118 | |||
Net loss | (662,080) | (662,080) | ||
Ending balance at Sep. 30, 2020 | $ 1,108 | 67,799,514 | (60,750,370) | 7,050,252 |
Ending balance, shares at Sep. 30, 2020 | (11,089,440) | |||
Beginning balance at Dec. 31, 2020 | $ 1,172 | 68,987,663 | (63,193,707) | 5,795,128 |
Beginning balance, shares at Dec. 31, 2020 | 11,725,764 | |||
Issuance of restricted stock | ||||
Issuance of restricted stock, shares | 1,200 | |||
Common stock issued as compensation to board of directors | $ 3 | 57,199 | 57,202 | |
Common stock issued as compensation to board of directors, shares | 28,837 | |||
Restricted common stock | 426 | 426 | ||
Common stock issued as compensation for services | $ 30 | 676,670 | 676,700 | |
Common stock issued as compensation for services, shares | 300,000 | |||
Restricted common stock issued as compensation to executives and employees | $ 22 | 636,495 | 636,517 | |
Restricted common stock issued as compensation to executives and employees, shares | 221,783 | |||
Common stock issued as part of the acquisition | $ 27 | 624,973 | 625,000 | |
Common stock issued as part of the acquisition, shares | 268,240 | |||
Net loss | (3,711,684) | (3,711,684) | ||
Ending balance at Mar. 31, 2021 | $ 1,254 | 70,983,426 | (66,905,391) | 4,079,289 |
Ending balance, shares at Mar. 31, 2021 | 12,545,824 | |||
Beginning balance at Dec. 31, 2020 | $ 1,172 | 68,987,663 | (63,193,707) | 5,795,128 |
Beginning balance, shares at Dec. 31, 2020 | 11,725,764 | |||
Common stock issued as compensation for services | $ 25,000 | |||
Net loss | (5,266,515) | |||
Ending balance at Sep. 30, 2021 | $ 1,773 | 81,623,811 | (68,460,222) | 13,165,362 |
Ending balance, shares at Sep. 30, 2021 | 17,726,383 | |||
Beginning balance at Mar. 31, 2021 | $ 1,254 | 70,983,426 | (66,905,391) | 4,079,289 |
Beginning balance, shares at Mar. 31, 2021 | 12,545,824 | |||
Common stock issued as compensation for services | $ 16 | 229,185 | 229,201 | |
Common stock issued as compensation for services, shares | 160,000 | |||
Common stock, pre-funded warrants and warrant issued in private placement on April 7, 2021, net of fees $790,000 | $ 125 | 9,181,224 | 9,181,349 | |
Common stock, pre-funded warrants and warrant issued in private placement, shares | 1,250,000 | |||
Exercise of pre-funding warrants | $ 287 | 28,365 | 28,652 | |
Common stock issued to investor, shares | 2,865,227 | |||
Cancellation of share per agreement with shareholder | $ (1) | (99,999) | (100,000) | |
Cancellation of share per agreement with shareholder,Shares | (11,879) | |||
Common stock issued as part of the acquisition | $ 88 | 1,249,912 | 1,250,000 | |
Common stock issued as part of the acquisition, shares | 880,282 | |||
Net loss | (1,122,201) | (1,122,201) | ||
Ending balance at Jun. 30, 2021 | $ 1,769 | 81,572,113 | (68,027,592) | 13,546,290 |
Ending balance, shares at Jun. 30, 2021 | 17,689,454 | |||
Common stock issued as compensation to board of directors | $ 2 | 29,159 | 29,161 | |
Common stock issued as compensation to board of directors, shares | 20,829 | |||
Common stock issued as compensation for services | 1,540 | 1,540 | ||
Common stock issued as compensation for services, shares | 1,100 | |||
Common stock issued to investor | $ 2 | 20,999 | 21,001 | |
Common stock issued to investor, shares | 15,000 | |||
Net loss | (432,630) | (432,630) | ||
Ending balance at Sep. 30, 2021 | $ 1,773 | $ 81,623,811 | $ (68,460,222) | $ 13,165,362 |
Ending balance, shares at Sep. 30, 2021 | 17,726,383 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Offering costs | $ 790,000 | $ 660,000 | $ 920,000 | $ 1,580,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (5,266,515) | $ (7,655,768) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 838,447 | 288,615 |
Stock-based compensation | 1,779,248 | 2,619,522 |
Amortization of debt discounts | 38,918 | |
Gain on extinguishment of debt | (1,075,974) | |
Gain on change in fair value of accrued compensation | (127,500) | (4,000) |
Impairment of intangible asset | 100,000 | |
Write off of property and equipment | 37,027 | 41,480 |
Bad debt expense | 18,676 | |
Deferred rent | (13,156) | 15,914 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (169,300) | (94,198) |
Inventory | (45,020) | (7,634) |
Prepaid expenses and other current assets | (1,084,132) | 10,840 |
Security deposits and other assets | (6,000) | (50,600) |
Accounts payable and accrued expenses | 380,215 | (520,405) |
Deferred revenue | (240,345) | (244,843) |
Other current liabilities | 33,233 | (14) |
Total Adjustments | 325,419 | 2,193,595 |
Net Cash Used in Operating Activities | (4,941,096) | (5,462,173) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (183,861) | (568,733) |
Collections from loans receivable | 800 | 8,809 |
Net Cash Used in Investing Activities | (3,498,451) | (559,924) |
Cash Flows from Financing Activities | ||
Proceeds from offerings, net of underwriter’s discount and offering costs of $1,580,000 | 11,720,001 | |
Proceeds from PPP loan | 866,300 | |
Proceeds from Private Placement Offering, net of offering costs | 9,181,349 | |
Proceeds from exercise of pre-funded warrants | 28,652 | |
Repayments of convertible note payable | (550,000) | |
Cash paid in connection with cancellation of shares | (100,000) | |
Repayments of other notes payable - related party | (91,000) | |
Repayments of other notes payables | (1,249,514) | (488,247) |
Proceeds from other notes payable – related party | ||
Proceeds from other note payable | 150,000 | |
Net Cash Provided by Financing Activities | 7,860,460 | 11,607,054 |
Net (Decrease) Increase in Cash | (579,087) | 5,584,957 |
Cash - Beginning of Period | 4,195,932 | 478,854 |
Cash - End of Period | 3,616,845 | 6,063,811 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 66,179 | 388,101 |
Supplemental disclosures of non-cash investing and financing activities | ||
Common stock issued in exchange for accrued interest | 357,735 | |
Warrant expense – Reclassed to accrued compensation for future options | 191,000 | |
Superfit Foods, LLC [Member] | ||
Cash Flows from Investing Activities | ||
Cash paid in connection with the acquisition | (500,000) | |
Pokemoto L L C [Member] | ||
Cash Flows from Investing Activities | ||
Cash paid in connection with the acquisition | $ (2,815,390) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||||
Payments of Stock Issuance Costs | $ 790,000 | $ 660,000 | $ 920,000 | $ 1,580,000 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS, GOING CONCERN AND MANAGEMENT’S PLANS | 9 Months Ended |
Sep. 30, 2021 | |
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”), was incorporated in Nevada on October 25, 2019. MMI was a wholly owned subsidiary of Muscle Maker, Inc (“MMI-Cal”), a California corporation incorporated on December 8, 2014, but the two merged on November 13, 2019 with MMI as the surviving entity. MMI wholly owns Muscle Maker Development, LLC (“MMD”), Muscle Maker Corp, LLC (“MMC”) and Muscle Maker USA, Inc (“Muscle USA”). MMD was formed on July 18, 2017, 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. MMC was formed on July 18, 2017, in the State of Nevada for the purpose of developing new corporate stores and operating new and existing corporate stores of MMI. Muscle USA was formed on March 14, 2019 in the State of Texas for the purpose of opening additional new corporate stores. MMI is a fast-casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order lean, protein-based meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads. In addition, our restaurants feature freshly prepared entrée salads and an appealing selection of sides, protein shakes and fruit smoothies. MMI operates in the fast-casual restaurant segment. MMI is the owner of the trade name and service mark Muscle Maker Grill®, Healthy Joe’s and other trademarks and intellectual property we use in connection with the operation of Muscle Maker Grill® restaurants. We license the right to use the Muscle Maker Grill® and Healthy Joe’s trademarks and intellectual property to our wholly-owned subsidiaries, MMD, MMC and Muscle USA, and to further sublicense them to our franchisees for use in connection with Muscle Maker Grill® and Healthy Joe’s restaurants. On March 25, 2021, MMI acquired the assets of Superfit Foods, a subscription based fresh-prepared meal prep business located in Jacksonville, Florida. With this acquisition, we are also the owner of the trade name Superfit Foods that we use in connection with the operations of Superfit Foods. In 2020 Superfit foods produced overs 220,000 fresh-prepared meals. Superfit Foods is differentiated from other meal prep services by allowing customers in the Jacksonville Florida market to order online via the company’s website or mobile app and pick up their fully prepared meals from 28 company owned coolers located in gyms and wellness centers. On May 14, 2021, MMI acquired PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability company (collectively, Pokemoto”), a healthier modern culinary twist on the traditional Hawaiian poke classic. Pokemoto had thirteen locations in four states – Connecticut, Rhode Island, Massachusetts, and Georgia and offers up chef-driven contemporary flavors with fresh delectable and healthy ingredients such as Atlantic salmon, sushi-grade tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies, health enthusiasts, and sushi-lovers everywhere. The colorful dishes and modern chic dining rooms provide an uplifting dining experience for guests of all ages. Customers can dine in-store or order online via third party delivery apps for contactless delivery. MMI and its subsidiaries are hereinafter referred to as the “Company”. The Company operates under the name SuperFit Foods, Pokemoto and Muscle Maker Grill and is a franchisor and owner operator of Muscle Maker Grill, Healthy Joe’s and Pokemoto restaurants. As of September 30, 2021, the Company’s restaurant system included twenty-five company-owned restaurants, nineteen franchise restaurants, which includes the two locations in Kuwait, and one meal prep business. Three of the company-owned restaurants are delivery-only locations, including SuperFit Foods. COVID-19 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, labor shortages resulting from various factors including mandatory vaccination requirements, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. The pandemic has resulted in a negative impact on the Company’s operations during the year ended December 31, 2020 and continued into the nine months ended September 30, 2021. However, 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 an additional material impact on operations and liquidity of the Company, the full impact could not be determined, as of the date of this report. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS, GOING CONCERN AND MANAGEMENT’S Going Concern and Management’s Plans As of September 30, 2021, the Company had a cash balance, a working capital surplus and an accumulated deficit of $ 3,616,845 2,130,015 , and $ 68,460,222 , respectively. During the three and nine months ended September 30, 2021, the Company incurred a pre-tax net loss of $ 432,630 and $ 5,266,515 Although management believes that the Company has access to capital resources, there are no commitments in place for new financing as of the date of the issuance of these condensed 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 condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2020. The balance sheet as of December 31, 2020 has been derived from the Company’s audited financial statements. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. 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 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 and options; ● 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. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued 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 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, 2021, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its condensed consolidated financial statements and 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, 2021. Early adoption is permitted, but no earlier than a Company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating ASU 2018-07 and its impact on the condensed consolidated financial statements. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued Recent Accounting Pronouncements, continued 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, 2021, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASU 2018-11 are effective for emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its condensed 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, 2021 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 condensed consolidated financial statements and financial statement disclosures. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued Revenue Recognition In accordance with the Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers”, the Company recognized revenue 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. 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 $ 2,976,255 6,720,030 887,922 2,785,288 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 recognizes revenues from gift cards as restaurant revenues once the Company performs its 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 Revenues 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 $ 132,175 318,074 88,059 261,838 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued Franchise Royalties and Fees, continued 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 revenues from franchise fees of $ 234,670 256,808 125,710 215,340 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 $ 6,335 and $ 54,761 during the three and nine months ended September 30, 2021, respectively, which is included in franchise royalties and fees on the accompanying consolidated statements of operations. The Company recorded revenue from rebates of $ 37,722 and $ 92,637 during the three and nine months ended September 30, 2020, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. Rebates earned on purchases by Company owned stores are recorded as a reduction of food and beverage costs during the period in which the related food and beverage purchases are made. Other Revenues 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. Gift card liability is recorded in other current liabilities on the condensed consolidated balance sheet. As of September 30, 2021 and December 31, 2020, the gift card liability was $ 93,146 91,034 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 $ 670 19,499 13,132 and $ 45,587 , respectively, during the three and nine months ended September 30, 2020, which is included in franchise advertising fund contributions on the accompanying condensed consolidated statements of operations. Advertising Advertising costs are charged to expense as incurred. Advertising costs were approximately $ 4,771 29,529 26,001 154,736 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued 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, options or the conversion of convertible notes payable. The following securities are excluded from the calculation of weighted average diluted common shares at September 30, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2021 2020 Warrants 6,605,516 2,582,857 Options 100,000 - Convertible debt 32,350 32,350 Total potentially dilutive shares 6,737,866 2,615,207 Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 54 62 85 % and 84 % of the Company’s purchases for the three and nine months ended September 30, 2020, respectively. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of common stock and warrants, are comparable to rates of returns for instruments of similar credit risk. See Note 13 – Equity – Warrant and Options Valuation for details related to the accrued compensation liability being fair valued using Level 1 inputs. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS SuperFit Foods Acquisition On March 25, 2021, the Company entered into an asset purchase agreement with Superfit Foods, LLC, a Florida limited liability company and Superfit Foods, LLC, a Nevada limited liability company (the “Superfit Acquisition”). The purchase price of the assets and rights was $ 1,150,000 . The purchase price is payable as follows: $ 500,000 that was paid at closing, of which $ 25,000 was released from an escrow account held by our attorney, and $ 625,000 paid in 268,240 shares of common stock to be held for six months before being registered. The remaining $25,000 shall be paid in shares of common stock provided that the seller meets various obligation, within 60 days, as outline in the purchase agreement. As of September 30, 2021, the Company and former owner agreed that not all obligations were met, and we have no further obligation to issue the $ 25,000 The Company acquired the following assets as part of the purchase agreement: SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS Furniture and equipment $ 82,000 Vehicles 55,000 Tradename 45,000 Customer list 140,000 Domain name 125,000 Proprietary Recipes 160,000 Non-compete agreement 260,000 Goodwill 283,000 Total assets acquired $ 1,150,000 The unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and SuperFits Foods, LLC as though the acquisition had occurred as of January 1, 2020. 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. SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,014,395 $ 7,876,672 $ 4,262,540 Restaurant operating expenses 3,453,244 2,010,918 8,508,874 4,378,577 Total cost and expenses 4,986,404 2,661,445 15,487,578 11,660,079 Loss from Operations (1,636,299 ) (647,050 ) (7,610,906 ) (7,397,539 ) Pokemoto Acquisition On May 14, 2021, the Company entered into Membership Interest Purchase Agreement with the members (the (“Poke Sellers”) of PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited liability company (collectively, the “Poke Entities”) pursuant to which the Company acquired all of the issued and outstanding membership interest of the Poke Entities in consideration of $ 4,000,000 730,000 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements In a related transaction, on May 14, 2021, the Company and the Poke Sellers entered into a Membership Interest Exchange Agreement pursuant to which the Company acquired Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability company (collectively, the Poke Entities II”) in exchange for shares of common stock of the Company valued at $ 1,250,000 880,282 Poke Entities and Poke Entities II are hereinafter referred to as “Pokemoto”. The Company acquired the following assets as part of the purchase agreement: SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS Purchase Price $ 5,980,000 Assets Cash $ 1,184,610 Accounts Receivables 60,208 Inventory 19,500 Property and Equipment 297,529 Intangible assets, net 4,560,000 Operating lease right-of-use assets, net 719,941 Security deposits and other assets 35,580 $ 6,877,368 Liabilities Accounts payable and accrued expenses $ 282,457 Other notes payable 1,462,453 Deferred revenue 123,416 Operating lease liability 751,258 $ 2,619,584 Fair value of identifiable net assets acquired 4,257,784 Goodwill $ 1,722,216 Identifiable intangible assets acquired include the following: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS Fair Value Weighted average amortization period Tradename $ 175,000 5.00 Franchise License 2,775,000 10.00 Proprietary Recipes 1,130,000 7.00 Non-Compete 480,000 2.00 $ 4,560,000 8.22 The unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and Pokemoto, LLC as though the acquisition had occurred as of January 1, 2020. 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. SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,025,219 $ 8,666,00 $ 5,227,429 Restaurant operating expenses 3,453,244 1,855,289 8,919,110 4,940,589 Total cost and expenses 4,986,404 2,632,971 16,170,438 12,510,336 Loss from Operations (1,636,299 ) (607,752 ) (7,504,434 ) (7,282,907 ) Combined Results The unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company for both acquisitions, SuperFit Foods, LCC and Pokemoto, LLC as though the acquisition had occurred as of January 1, 2020. 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 acquisitions had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results. SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,887,069 $ 9,173504 $ 6,089,279 Restaurant operating expenses 3,453,244 2,627,597 9,373,883 5,712,897 Total cost and expenses 4,986,404 3,405,279 16,625,211 13,282,644 Loss from Operations (1,636,299 ) (518,210 ) (7,451,707 ) (7,193,365 ) MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
LOANS RECEIVABLE
LOANS RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
LOANS RECEIVABLE | NOTE 4 - LOANS RECEIVABLE At September 30, 2021 and December 31, 2020, the Company’s loans receivable consists of the following: SCHEDULE OF LOANS RECEIVABLES September 30, 2021 December 31, 2020 Loans receivable, net $ 8,209 $ 3,390 Less: current portion (8,209 ) (2,394 ) Loans receivable, non-current $ - $ 996 Loans receivable includes loans to franchisees and a former franchisee totaling, in the aggregate, $ 8,209 and $ 3,390 , net of reserves for uncollectible loans of $ 61,275 and $ 106,900 at September 30, 2021 and December 31, 2020, respectively. The remaining loan has an original term of 10 years, earn interest at rate of 12 % annually, and is being paid on a monthly basis. |
PREPAID EXENSES AND OTHER CURRE
PREPAID EXENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXENSES AND OTHER CURRENT ASSETS | NOTE 5 – PREPAID EXENSES AND OTHER CURRENT ASSETS At September 30, 2021 and December 31, 2020, the Company’s prepaid expenses and other current assets consists of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 December 31, 2020 Prepaid expenses $ 68,418 $ 23,446 Preopening expenses 1,556 17,457 Other receivables 998,758 - Prepaid and Other Current Assets $ 1,068,732 $ 40,903 Include in prepaid and other current assets is a receivable of $ 998,758 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET As of September 30, 2021 and December 31, 2020 property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET September 30, 2021 December 31, 2020 Furniture and equipment $ 1,373,405 $ 1,143,320 Vehicles 55,000 - Leasehold improvements 2,174,899 1,940,907 Property and equipment, gross 3,603,304 3,084,227 Less: accumulated depreciation and amortization (1,114,639 ) (741,504 ) Property and equipment, net $ 2,488,665 $ 2,342,723 Depreciation expense amounted to $ 146,656 and $ 435,421 for the three and nine months ended September 30, 2021, respectively. Depreciation expense amounted to $ 64,030 and $ 240,716 for the three and nine months ended September 30, 2020, respectively. During the three and nine months ended September 30, 2021, the Company wrote off property and equipment with an original cost value of $ 0 and $ 99,313 r elated to a closed location and a future location that was terminated due to the economic environment as a result of COVID-19 and recorded a loss on disposal of $ 0 and $ 37,027 after accumulated depreciation of $ 0 and $ 62,286 in the unaudited condensed consolidated statement of operations. During the three and nine months ended September 30, 2020, the Company wrote off property and equipment with an original cost value of $ 151,111 related to a closed location and a future location that was terminated due to the economic environment as a result of COVID-19 and recorded a loss on disposal of $ 41,480 after accumulated depreciation of $ 109,631 in the unaudited condensed consolidated statement of operations. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | NOTE 7 – 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 A summary of the intangible assets is presented below: SCHEDULE OF INTANGIBLE ASSETS Intangible Assets Trademark Franchise Agreements Trademark Domain Name Superfit Customer List Superfit Proprietary Recipes Superfit Non-Compete Agreement Superfit Trademark Franchisee License Pokemoto Proprietary Recipes Pokemoto Non-Compete Agreement Pokemoto Total Intangible assets, net at December 31, 2020 $ 2,524,000 $ 354,278 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 2,878,278 Superfit acquisition - - 45,000 125,000 140,000 160,000 260,000 - - - - 730,000 Pokemoto acquisition - - - - - - - 175,000 2,775,000 1,130,000 480,000 4,560,000 Amortization expense - (37,777 ) (4,658 ) (12,938 ) (14,491 ) (16,561 ) (44,836 ) (13,321 ) (105,620 ) (61,427 ) (91,397 ) (403,026 ) Intangible assets, net at September 30, 2021 $ 2,524,000 $ 316,501 $ 40,342 $ 112,062 $ 125,509 $ 143,439 $ 215,164 $ 161,679 $ 2,669,380 $ 1,068,573 $ 388,603 $ 7,765,252 Weighted average remaining amortization period at September 30, 2021 (in years) 6.31 4.48 4.48 4.48 4.48 2.28 4.62 9.62 6.62 1.62 Amortization expense related to intangible assets amounted to $ 238,017 403,023 16,083 and $ 47,899 for the three and nine months ended September 30, 2020, respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payables and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounts payable $ 891,540 $ 692,966 Accrued payroll 156,107 78,667 Accrued professional fees 329,243 224,028 Accrued board members fees 42,275 36,697 Accrued rent expense 216,074 171,266 Sales taxes payable (2) 228,323 231,177 Accrued interest 26,158 25,222 Other accrued expenses 89,213 40,912 Total Accounts Payable and Accrued Expenses $ 1,978,933 $ 1,500,935 (2) See Note 12 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes. |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | NOTE 9 – DEFERRED REVENUE At September 30, 2021 and December 31, 2020, deferred revenue consists of the following: SCHEDULE OF DEFERRED REVENUE September 30, 2021 December 31, 2020 Franchise fees $ 890,200 $ 983,958 Unearned vendor rebates - 23,171 Less: Unearned vendor rebates, current - (23,171 ) Less: Franchise fees, current (44,437 ) (39,687 ) Deferred revenues, non-current $ 845,763 $ 944,271 See Note 12 – Commitments and Contingencies – Franchisee Agreements for details related to the sale of a Pokemoto franchisee agreement for three locations. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 10 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES September 30, 2021 December 31, 2020 Gift card liability $ 93,146 $ 91,034 Co-op advertising fund liability 299,922 299,490 Advertising fund liability 281,583 250,894 Other current liabilities $ 674,651 $ 641,418 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 11 – NOTES PAYABLE Convertible Notes Convertible Note Payable to Former Parent As of September 30, 2021, the Company had an amount of $ 82,458 Other Convertible Notes As of September 30, 2021 and December 31, 2020, the Company has another convertible note payable in the amount of $ 100,000 which is included within convertible notes payable. See Note 12 – Commitments and Contingencies – Litigation, Claims and Assessments for details related to the $ 100,000 other convertible note payable. Other Notes Payable On June 21, 2021 the U.S. Small Business Administration (the “SBA”) forgave the Company’s first Paycheck Promissory Note (“PPP loan”) entered into on May 9, 2020. The aggregate amount forgiven is $ 875,974 875,974 As of September 30, 2021, the Company had an amount of $ 291,053 The PPP 2 Loan is administered by the SBA. The interest rate of the loan is 1.00 During the nine months ended September 30, 2021, as part of the Pokemoto acquisition the Company acquired $ 1,171,400 During the nine months ended September 30, 2021 and 2020, the Company repaid a total amount of $ 1,249,541 488,247 As of September 30, 2021, the Company had an aggregate amount of $ 1,353,304 1 8 October 31, 2025 The maturities of other notes payable as of September 30, 2021, are as follows: SCHEDULE OF OUTSTANDING DEBT Principal Repayments due as of Amount 09/30/2022 $ 186,035 09/30/2023 207,409 09/30/2024 216,706 09/30/2025 157,494 09/30/2026 585,660 $ 1,353,304 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Consulting Agreements On February 7, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the Company with business and marketing advice as needed. The term of the agreement is for five months from the effective date on February 7, 2021. Pursuant to the terms of the agreement the Company agreed to pay the consultant a total of 100,000 60,000 40,000 40,000 On March 8, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the Company with financial and business advice. The term of the agreement is for five months from the effective date on March 8, 2021. Pursuant to the terms of the agreement the Company agreed to pay the consultant a total of 100,000 70,000 30,000 30,000 On March 22, 2021, the Company entered into a Consulting Agreement with consultants with experience in the area of investor relations and capital introductions. The term of the agreement is for six months from the effective date on March 22, 2021. Pursuant to the terms of the agreement the Company agreed to pay $ 250,000 150,000 Company-Owned Restaurants During the nine months ended September 30, 2021 and through the date of the issuance of these consolidated financial statements, the Company closed 5 delivery-only kitchen locations. The decision was made not to renew the monthly license agreement after their initial one-year term at these locations as a cost saving measure due to the location not performing as anticipated. Four of the locations were located in the Chicago market and the last one was located in Philadelphia. The existing assets at these locations were transfer to a storage unit and will be installed in future new locations. Litigations, Claims and Assessments 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 $ 100,000 171,035 171,035 71,035 100,000 26,158 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 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 12 – COMMITMENTS AND CONTINGENCIES, continued Litigations, Claims and Assessments, continued 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 30,000 On January 23, 2020, the Company was served a judgment in the amount of $ 130,185 On July 2, 2021, the Company was named as a defended in a wage dispute by a former employee. On July 27, 2021, the Company entered a settlement with the plaintiff for an amount of $ 18,500 The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management after consulting legal counsel, 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. Private Placement On April 7, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor agreed to purchase from the Company for an aggregate purchase price of approximately $ 10,000,000 1,250,000 4,115,227 2,865,227 2.43 2.42 0.01 2.43 5.5 The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company is required to register the resale of the Shares and the shares issuable upon exercise of the Common Warrant and the Pre-Funded Warrant. The Company is required to prepare and file a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and to use commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated April 6, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8% of the gross proceeds raised in the Private Placement and a 164,609 2.916 Franchising On or about August 5, 2021, the Company entered into a franchise agreement for three Pokemoto locations with a franchisee. The Franchisee paid the Company $ 40,000 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 $ 228,323 231,177 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 13 – EQUITY Common Stock On February 3, 2021, the Company issued an aggregate of 20,000 42,600 On February 3, 2021, the Company issued an aggregate of 16,126 On March 31, 2021, the Company authorized the issuance of an aggregate of 12,711 On April 30, 2021, the Company issued an aggregate of 10,000 14,700 On May 6, 2021, the Company issued an aggregate of 150,000 214,500 127,500 On May 27, 2021, the Company cancelled 11,879 shares of common stock previously issued to an investor pursuant a settlement agreement in exchange for $ 100,000 the portion paid by the Company in the Settlement. See Note 12 – Commitments and Contingencies – Litigation, Claims and Assessments for further details related to the settlement. On August 24, 2021, the Company issued an aggregate of 15,000 shares of common stock of the Company to a digital marketing consultant, pursuant to their service agreement, with an aggregate fair value of $ 20,999 . On August 24, 2021, the Company authorized the issuance of an aggregate of 20,829 On August 26, 2021, the Company issued an aggregate of 1,100 shares of common stock of the Company to an investor in the Company. See Note 4 – Acquisitions – Pokemoto Acquisition and SupferFit Foods Acquisition for details related to the stock issuance in connection with the acquisitions. See Note 12 – Commitments and Contingencies – Consulting Agreements for details related to additional stock issuances during the nine months ended September 30, 2021. See Note 13 – Equity – warrants for details related to stock issuance in connection with the exercising of warrants. Restricted Common Stock On February 11, 2021, the Company issued an aggregate of 221,783 A summary of the activity related to the restricted common stock for the six months ended September 30, 2021 is presented below: SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK Weighted Total Date Fair Value Outstanding at January 1, 2021 1,200 $ 65.33 Granted 221,783 2.87 Forfeited - - Vested (222,983) (3.21 ) Outstanding at September 30, 2021 - $ - Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants and warrants issued to consultants amounted to $51,702 and $ 1,779,248 for the three and nine months ended September 30, 2021, respectively, of which $ 50,488 and $ 1,774,876 , respectively, was recorded in general and administrative expenses and $ 1,215 and $ 4,372 , respectively, was recorded in labor expense within restaurant operating expenses. Stock-based compensation related to restricted stock issued to employees, directors and consultants and warrants issued to consultants amounted to ($ 1,005,698 2,619,522 1,006,656 2,617,460 958 2,062 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 13 – EQUITY, continued Options A summary of option activity during the three and nine months ended September 30, 2021 is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Average Weighted Remaining Number of Average Life Options Exercise Price In Years Outstanding, December 31, 2020 300,000 $ 3.33 1.1 Issued - - Exercised - - Forfeited (200,000 ) 2.50 Outstanding, September 30, 2021 100,000 $ 5.00 2.18 Exercisable, September 30, 2021 100,000 $ 5.00 2.18 Warrants A summary of warrants activity during the nine months ended September 30, 2020 is presented below: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Weighted Life Outstanding, December 31, 2020 2,582,857 $ 4.08 3.3 Issued 6,980,454 1.44 - Exercised (2,865,227 ) 0.01 - Forfeited/cancelled (92,568 ) 19.99 - Outstanding, September 30, 2021 6,605,516 $ 2.83 4.1 Exercisable, September 30, 2021 6,605,516 $ 2.83 4.1 See Note 12 – Commitments and Contingencies – Private Placement for details related to the warrants issued during the six months ended June 30, 2021. On May 24, 2021, the Company issued 1,465,227 14,652 On May 28, 2021, the Company issued 1,400,000 14,000 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Company-Owned Restaurants Subsequent to September 30, 2021, and through the date of the issuance of these consolidated financial statements, the Company closed 1 additional delivery-only kitchen locations. The decision was made not to renew the monthly license agreement after their initial one-year term at the location as a cost saving measure due to the location not performing as anticipated. The existing assets at the location were transfer to a storage unit and will be installed in future new locations. On November 11, 2021, we completed the conversion from one of our existing Muscle Maker Grill location, located in Fort Meade, MD, to a Pokemoto location. Master Franchise Agreement On October 25, 2021, Muscle Maker Development International LLC (“MMDI”), a wholly-owned subsidiary of Muscle Maker Inc., entered into a Master Franchise Agreement (the “Master Franchise Agreement”) with Almatrouk Catering Company – OPC (“ACC”) providing ACC with the right to grant franchises for the development of 40 “Muscle Maker Grill” restaurants through December 31, 2030 (the “Term”) in the Kingdom of Saudi Arabia (“KSA”). Under the Master Franchise Agreement, MMDI has granted to ACC an exclusive right to establish and operate Muscle Maker restaurants in the KSA. MMDI will not own or operate restaurants in KSA, grant franchises for the restaurants in KSA, or grant Master Franchise Rights for the restaurants to other persons within the KSA. ACC will be solely responsible for the development, sales, marketing, operations, distribution and training of all franchise locations sold in the KSA. ACC is required to pay MMDI $ 150,000 20,000 1,000 Pokemoto Franchisee Sales Subsequent to September 30, 2021, through the date of the filing of this report the Company entered into four franchisee agreement with various franchisee for a total of four future locations. Common Stock Issuance On October 11, 2021, the Company issued an aggregate of 40,000 40,800 On October 21, 2021, the Company authorized the issuance of an aggregate of 24,275 On October 22, 2021, the Company issued an aggregate of 15,000 15,150 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2020. The balance sheet as of December 31, 2020 has been derived from the Company’s audited financial statements. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. 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 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 and options; ● 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. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued |
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 |
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, 2021, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its condensed consolidated financial statements and 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, 2021. Early adoption is permitted, but no earlier than a Company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating ASU 2018-07 and its impact on the condensed consolidated financial statements. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued Recent Accounting Pronouncements, continued 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, 2021, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presented in the financial statements. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASU 2018-11 are effective for emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The Company is currently assessing the impact this guidance will have on its condensed 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, 2021 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 condensed consolidated financial statements and financial statement disclosures. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued |
Revenue Recognition | Revenue Recognition In accordance with the Accounting Standards Codification Topic 606 “Revenue from Contracts with Customers”, the Company recognized revenue 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. 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 $ 2,976,255 6,720,030 887,922 2,785,288 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 recognizes revenues from gift cards as restaurant revenues once the Company performs its 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 Revenues 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 $ 132,175 318,074 88,059 261,838 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued Franchise Royalties and Fees, continued 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 revenues from franchise fees of $ 234,670 256,808 125,710 215,340 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 $ 6,335 and $ 54,761 during the three and nine months ended September 30, 2021, respectively, which is included in franchise royalties and fees on the accompanying consolidated statements of operations. The Company recorded revenue from rebates of $ 37,722 and $ 92,637 during the three and nine months ended September 30, 2020, respectively, which is included in franchise royalties and fees on the accompanying condensed consolidated statements of operations. Rebates earned on purchases by Company owned stores are recorded as a reduction of food and beverage costs during the period in which the related food and beverage purchases are made. Other Revenues 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. Gift card liability is recorded in other current liabilities on the condensed consolidated balance sheet. As of September 30, 2021 and December 31, 2020, the gift card liability was $ 93,146 91,034 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 $ 670 19,499 13,132 and $ 45,587 , respectively, during the three and nine months ended September 30, 2020, which is included in franchise advertising fund contributions on the accompanying condensed consolidated statements of operations. |
Advertising | Advertising Advertising costs are charged to expense as incurred. Advertising costs were approximately $ 4,771 29,529 26,001 154,736 MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES, continued |
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, options or the conversion of convertible notes payable. The following securities are excluded from the calculation of weighted average diluted common shares at September 30, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2021 2020 Warrants 6,605,516 2,582,857 Options 100,000 - Convertible debt 32,350 32,350 Total potentially dilutive shares 6,737,866 2,615,207 |
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 54 62 85 % and 84 % of the Company’s purchases for the three and nine months ended September 30, 2020, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of common stock and warrants, are comparable to rates of returns for instruments of similar credit risk. See Note 13 – Equity – Warrant and Options Valuation for details related to the accrued compensation liability being fair valued using Level 1 inputs. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. MUSCLE MAKER, INC. AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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 September 30, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2021 2020 Warrants 6,605,516 2,582,857 Options 100,000 - Convertible debt 32,350 32,350 Total potentially dilutive shares 6,737,866 2,615,207 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Superfit Foods, LLC [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS | The Company acquired the following assets as part of the purchase agreement: SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS Furniture and equipment $ 82,000 Vehicles 55,000 Tradename 45,000 Customer list 140,000 Domain name 125,000 Proprietary Recipes 160,000 Non-compete agreement 260,000 Goodwill 283,000 Total assets acquired $ 1,150,000 |
SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE | SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,014,395 $ 7,876,672 $ 4,262,540 Restaurant operating expenses 3,453,244 2,010,918 8,508,874 4,378,577 Total cost and expenses 4,986,404 2,661,445 15,487,578 11,660,079 Loss from Operations (1,636,299 ) (647,050 ) (7,610,906 ) (7,397,539 ) |
Pokemoto Acquisition [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS | The Company acquired the following assets as part of the purchase agreement: SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS Purchase Price $ 5,980,000 Assets Cash $ 1,184,610 Accounts Receivables 60,208 Inventory 19,500 Property and Equipment 297,529 Intangible assets, net 4,560,000 Operating lease right-of-use assets, net 719,941 Security deposits and other assets 35,580 $ 6,877,368 Liabilities Accounts payable and accrued expenses $ 282,457 Other notes payable 1,462,453 Deferred revenue 123,416 Operating lease liability 751,258 $ 2,619,584 Fair value of identifiable net assets acquired 4,257,784 Goodwill $ 1,722,216 |
SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE | SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,025,219 $ 8,666,00 $ 5,227,429 Restaurant operating expenses 3,453,244 1,855,289 8,919,110 4,940,589 Total cost and expenses 4,986,404 2,632,971 16,170,438 12,510,336 Loss from Operations (1,636,299 ) (607,752 ) (7,504,434 ) (7,282,907 ) |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS | Identifiable intangible assets acquired include the following: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS Fair Value Weighted average amortization period Tradename $ 175,000 5.00 Franchise License 2,775,000 10.00 Proprietary Recipes 1,130,000 7.00 Non-Compete 480,000 2.00 $ 4,560,000 8.22 |
Super Fit Foods L C C And Pokemoto L L C [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE | SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE 2021 2020 2021 2020 Pro Forma Pro Forma (Unaudited) (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 3,350,105 $ 2,887,069 $ 9,173504 $ 6,089,279 Restaurant operating expenses 3,453,244 2,627,597 9,373,883 5,712,897 Total cost and expenses 4,986,404 3,405,279 16,625,211 13,282,644 Loss from Operations (1,636,299 ) (518,210 ) (7,451,707 ) (7,193,365 ) |
LOANS RECEIVABLE (Tables)
LOANS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF LOANS RECEIVABLES | At September 30, 2021 and December 31, 2020, the Company’s loans receivable consists of the following: SCHEDULE OF LOANS RECEIVABLES September 30, 2021 December 31, 2020 Loans receivable, net $ 8,209 $ 3,390 Less: current portion (8,209 ) (2,394 ) Loans receivable, non-current $ - $ 996 |
PREPAID EXENSES AND OTHER CUR_2
PREPAID EXENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | At September 30, 2021 and December 31, 2020, the Company’s prepaid expenses and other current assets consists of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2021 December 31, 2020 Prepaid expenses $ 68,418 $ 23,446 Preopening expenses 1,556 17,457 Other receivables 998,758 - Prepaid and Other Current Assets $ 1,068,732 $ 40,903 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | As of September 30, 2021 and December 31, 2020 property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET September 30, 2021 December 31, 2020 Furniture and equipment $ 1,373,405 $ 1,143,320 Vehicles 55,000 - Leasehold improvements 2,174,899 1,940,907 Property and equipment, gross 3,603,304 3,084,227 Less: accumulated depreciation and amortization (1,114,639 ) (741,504 ) Property and equipment, net $ 2,488,665 $ 2,342,723 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | A summary of the intangible assets is presented below: SCHEDULE OF INTANGIBLE ASSETS Intangible Assets Trademark Franchise Agreements Trademark Domain Name Superfit Customer List Superfit Proprietary Recipes Superfit Non-Compete Agreement Superfit Trademark Franchisee License Pokemoto Proprietary Recipes Pokemoto Non-Compete Agreement Pokemoto Total Intangible assets, net at December 31, 2020 $ 2,524,000 $ 354,278 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 2,878,278 Superfit acquisition - - 45,000 125,000 140,000 160,000 260,000 - - - - 730,000 Pokemoto acquisition - - - - - - - 175,000 2,775,000 1,130,000 480,000 4,560,000 Amortization expense - (37,777 ) (4,658 ) (12,938 ) (14,491 ) (16,561 ) (44,836 ) (13,321 ) (105,620 ) (61,427 ) (91,397 ) (403,026 ) Intangible assets, net at September 30, 2021 $ 2,524,000 $ 316,501 $ 40,342 $ 112,062 $ 125,509 $ 143,439 $ 215,164 $ 161,679 $ 2,669,380 $ 1,068,573 $ 388,603 $ 7,765,252 Weighted average remaining amortization period at September 30, 2021 (in years) 6.31 4.48 4.48 4.48 4.48 2.28 4.62 9.62 6.62 1.62 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES | Accounts payables and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounts payable $ 891,540 $ 692,966 Accrued payroll 156,107 78,667 Accrued professional fees 329,243 224,028 Accrued board members fees 42,275 36,697 Accrued rent expense 216,074 171,266 Sales taxes payable (2) 228,323 231,177 Accrued interest 26,158 25,222 Other accrued expenses 89,213 40,912 Total Accounts Payable and Accrued Expenses $ 1,978,933 $ 1,500,935 (2) See Note 12 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes. |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DEFERRED REVENUE | At September 30, 2021 and December 31, 2020, deferred revenue consists of the following: SCHEDULE OF DEFERRED REVENUE September 30, 2021 December 31, 2020 Franchise fees $ 890,200 $ 983,958 Unearned vendor rebates - 23,171 Less: Unearned vendor rebates, current - (23,171 ) Less: Franchise fees, current (44,437 ) (39,687 ) Deferred revenues, non-current $ 845,763 $ 944,271 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES September 30, 2021 December 31, 2020 Gift card liability $ 93,146 $ 91,034 Co-op advertising fund liability 299,922 299,490 Advertising fund liability 281,583 250,894 Other current liabilities $ 674,651 $ 641,418 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING DEBT | The maturities of other notes payable as of September 30, 2021, are as follows: SCHEDULE OF OUTSTANDING DEBT Principal Repayments due as of Amount 09/30/2022 $ 186,035 09/30/2023 207,409 09/30/2024 216,706 09/30/2025 157,494 09/30/2026 585,660 $ 1,353,304 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK | A summary of the activity related to the restricted common stock for the six months ended September 30, 2021 is presented below: SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK Weighted Total Date Fair Value Outstanding at January 1, 2021 1,200 $ 65.33 Granted 221,783 2.87 Forfeited - - Vested (222,983) (3.21 ) Outstanding at September 30, 2021 - $ - |
SCHEDULE OF OPTION ACTIVITY | A summary of option activity during the three and nine months ended September 30, 2021 is presented below: SCHEDULE OF OPTION ACTIVITY Weighted Average Weighted Remaining Number of Average Life Options Exercise Price In Years Outstanding, December 31, 2020 300,000 $ 3.33 1.1 Issued - - Exercised - - Forfeited (200,000 ) 2.50 Outstanding, September 30, 2021 100,000 $ 5.00 2.18 Exercisable, September 30, 2021 100,000 $ 5.00 2.18 |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrants activity during the nine months ended September 30, 2020 is presented below: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Weighted Life Outstanding, December 31, 2020 2,582,857 $ 4.08 3.3 Issued 6,980,454 1.44 - Exercised (2,865,227 ) 0.01 - Forfeited/cancelled (92,568 ) 19.99 - Outstanding, September 30, 2021 6,605,516 $ 2.83 4.1 Exercisable, September 30, 2021 6,605,516 $ 2.83 4.1 |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS, GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash | $ 3,616,845 | $ 3,616,845 | $ 4,195,932 | ||
Working capital deficit | 2,130,015 | 2,130,015 | |||
Retained Earnings (Accumulated Deficit) | 68,460,222 | 68,460,222 | $ 63,193,707 | ||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 432,630 | $ 662,080 | $ 5,266,515 | $ 7,655,768 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,737,866 | 2,615,207 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,605,516 | 2,582,857 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 100,000 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 32,350 | 32,350 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 0 | ||
Revenue | 3,350,105 | $ 1,152,545 | 7,369,172 | $ 3,400,690 | |
Gift cards liabilities | 93,146 | 93,146 | $ 91,034 | ||
Advertising Expense | $ 4,771 | $ 26,001 | $ 29,529 | $ 154,736 | |
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 54.00% | 85.00% | 62.00% | 84.00% | |
Company Restaurant Net Sales [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 2,976,255 | $ 887,922 | $ 6,720,030 | $ 2,785,288 | |
Royalty [Member] | |||||
Product Information [Line Items] | |||||
Revenue | 132,175 | 88,059 | 318,074 | 261,838 | |
Franchise Fees [Member] | |||||
Product Information [Line Items] | |||||
Revenue | 234,670 | 125,710 | 256,808 | 215,340 | |
Rebates [Member] | |||||
Product Information [Line Items] | |||||
Revenue | 6,335 | 37,722 | 54,761 | 92,637 | |
Franchise Advertising Fund Contributions [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 670 | 13,132 | $ 19,499 | 45,587 | |
Franchise [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 13,132 | $ 45,587 |
SCHEDULE OF ASSETS ACQUIRED IN
SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS (Details) - USD ($) | May 14, 2021 | Mar. 25, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,661,564 | $ 656,348 | ||
Superfit Foods, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 283,000 | |||
Total assets acquired | 1,150,000 | |||
Purchase Price | $ 1,150,000 | |||
Superfit Foods, LLC [Member] | Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | 45,000 | |||
Superfit Foods, LLC [Member] | Customer List [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | 140,000 | |||
Superfit Foods, LLC [Member] | Domain Name [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | 125,000 | |||
Superfit Foods, LLC [Member] | Trade Secrets [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | 160,000 | |||
Superfit Foods, LLC [Member] | Non-compete Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | 260,000 | |||
Superfit Foods, LLC [Member] | Furniture and Equipment [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | 82,000 | |||
Superfit Foods, LLC [Member] | Vehicles [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | $ 55,000 | |||
Pokemoto Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Assets acquired, gross | $ 6,877,368 | |||
Goodwill | 1,722,216 | |||
Purchase Price | 5,980,000 | |||
Cash | 1,184,610 | |||
Accounts Receivables | 60,208 | |||
Inventory | 19,500 | |||
Property and Equipment | 297,529 | |||
Intangible assets, net | 4,560,000 | |||
Operating lease right-of-use assets, net | 719,941 | |||
Security deposits and other assets | 35,580 | |||
Accounts payable and accrued expenses | 282,457 | |||
Other notes payable | 1,462,453 | |||
Deferred revenue | 123,416 | |||
Operating lease liability | 751,258 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 2,619,584 | |||
Fair value of identifiable net assets acquired | $ 4,257,784 |
SCHEDULE OF SUPPLEMENTAL PROFOR
SCHEDULE OF SUPPLEMENTAL PROFORMA ACQUIRED FRANCHISEE STORE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Superfit Foods, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 3,350,105 | $ 2,014,395 | $ 7,876,672 | $ 4,262,540 |
Restaurant operating expenses | 3,453,244 | 2,010,918 | 8,508,874 | 4,378,577 |
Total cost and expenses | 4,986,404 | 2,661,445 | 15,487,578 | 11,660,079 |
Loss from Operations | (1,636,299) | (647,050) | (7,610,906) | (7,397,539) |
Pokemoto Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 3,350,105 | 2,025,219 | 8,666 | 5,227,429 |
Restaurant operating expenses | 3,453,244 | 1,855,289 | 8,919,110 | 4,940,589 |
Total cost and expenses | 4,986,404 | 2,632,971 | 16,170,438 | 12,510,336 |
Loss from Operations | (1,636,299) | (607,752) | (7,504,434) | (7,282,907) |
Super Fit Foods L C C And Pokemoto L L C [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | 3,350,105 | 2,887,069 | 9,173,504 | 6,089,279 |
Restaurant operating expenses | 3,453,244 | 2,627,597 | 9,373,883 | 5,712,897 |
Total cost and expenses | 4,986,404 | 3,405,279 | 16,625,211 | 13,282,644 |
Loss from Operations | $ (1,636,299) | $ (518,210) | $ (7,451,707) | $ (7,193,365) |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Intangible Assets, Fair Value | $ 4,560,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 2 months 19 days |
Trade Name [Member] | |
Business Acquisition [Line Items] | |
Intangible Assets, Fair Value | $ 175,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years |
Franchise License [Member] | |
Business Acquisition [Line Items] | |
Intangible Assets, Fair Value | $ 2,775,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Proprietary Recipes [Member] | |
Business Acquisition [Line Items] | |
Intangible Assets, Fair Value | $ 1,130,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years |
Non Compete [Member] | |
Business Acquisition [Line Items] | |
Intangible Assets, Fair Value | $ 480,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | May 14, 2021 | Mar. 25, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||||||
Number of share issued | $ 1,540 | $ 229,201 | $ 676,700 | $ 200,705 | $ 56,200 | ||||||
Cash | 3,616,845 | $ 3,616,845 | $ 4,195,932 | ||||||||
Members Interest Purchase Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash | $ 4,000,000 | ||||||||||
Notes Payable | 730,000 | ||||||||||
Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock Issued During Period, Shares, Acquisitions | 880,282 | 268,240 | |||||||||
Number of share issued | $ 16 | $ 30 | $ 5 | $ 2 | 25,000 | ||||||
Stock Issued During Period, Shares, New Issues | 1,540,000 | ||||||||||
Superfit Foods, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred | $ 1,150,000 | ||||||||||
Payments to Acquire Businesses, Gross | 500,000 | $ 500,000 | |||||||||
Business combinations escrow account held amount | 25,000 | ||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 625,000 | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 268,240 | ||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method | The remaining $25,000 shall be paid in shares of common stock provided that the seller meets various obligation, within 60 days, as outline in the purchase agreement. As of September 30, 2021, the Company and former owner agreed that not all obligations were met, and we have no further obligation to issue the $25,000 shares of common stock. As of September 30, 2021, the Company has accrued for the liability in accounts payable and accrued expenses. | ||||||||||
Poke Entities II [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 1,250,000 | ||||||||||
Pokemoto Acquisition [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Combination, Consideration Transferred | $ 5,980,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 880,282 |
SCHEDULE OF LOANS RECEIVABLES (
SCHEDULE OF LOANS RECEIVABLES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Loans receivable, net | $ 8,209 | $ 3,390 |
Less: current portion | (8,209) | (2,394) |
Loans receivable, non-current | $ 996 |
LOANS RECEIVABLE (Details Narra
LOANS RECEIVABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Financing Receivable, after Allowance for Credit Loss | $ 8,209 | $ 3,390 |
Financing Receivable, Allowance for Credit Loss, Current | 61,275 | 106,900 |
Former Franchisee [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Financing Receivable, after Allowance for Credit Loss | 8,209 | 3,390 |
Financing Receivable, Allowance for Credit Loss, Current | $ 61,275 | $ 106,900 |
Debt Instrument, Term | 10 years | |
Former Franchisee [Member] | Minimum [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 68,418 | $ 23,446 |
Preopening expenses | 1,556 | 17,457 |
Other receivables | 998,758 | |
Prepaid and Other Current Assets | $ 1,068,732 | $ 40,903 |
PREPAID EXENSES AND OTHER CUR_3
PREPAID EXENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Employee retention tax credits receivable | $ 1,068,732 | $ 40,903 |
Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Employee retention tax credits receivable | $ 998,758 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Furniture and equipment | $ 1,373,405 | $ 1,143,320 |
Vehicles | 55,000 | |
Leasehold improvements | 2,174,899 | 1,940,907 |
Property and equipment, gross | 3,603,304 | 3,084,227 |
Less: accumulated depreciation and amortization | (1,114,639) | (741,504) |
Property and equipment, net | $ 2,488,665 | $ 2,342,723 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Impairment Effects on Earnings Per Share [Line Items] | ||||
Depreciation | $ 146,656 | $ 64,030 | $ 435,421 | $ 240,716 |
Property, Plant and Equipment, Disposals | 0 | $ 151,111 | 99,313 | 151,111 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | 37,027 | 41,480 | |
Property, Plant and Equipment [Member] | ||||
Impairment Effects on Earnings Per Share [Line Items] | ||||
[custom:AccumulatedDepreciationPropertyPlantAndEquipment] | $ 0 | $ 62,286 | $ 109,631 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | $ 2,878,278 | |||
SuperFit acquisition | 730,000 | |||
Pokomoto acquisition | 4,560,000 | |||
Amortization expense | $ (238,017) | $ (16,083) | (403,023) | $ (47,899) |
Amortization expense | (403,026) | |||
Intangible assets, net ending balance | 7,765,252 | 7,765,252 | ||
Trademarks [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | 2,524,000 | |||
SuperFit acquisition | ||||
Pokomoto acquisition | ||||
Amortization expense | ||||
Intangible assets, net ending balance | 2,524,000 | 2,524,000 | ||
Franchise Rights [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | 354,278 | |||
SuperFit acquisition | ||||
Pokomoto acquisition | ||||
Amortization expense | (37,777) | |||
Intangible assets, net ending balance | 316,501 | $ 316,501 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 6 years 3 months 21 days | |||
Trademarks Superfit [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | 45,000 | |||
Pokomoto acquisition | ||||
Amortization expense | (4,658) | |||
Intangible assets, net ending balance | 40,342 | $ 40,342 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 5 months 23 days | |||
Domain Name Superfit [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | 125,000 | |||
Pokomoto acquisition | ||||
Amortization expense | (12,938) | |||
Intangible assets, net ending balance | 112,062 | $ 112,062 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 5 months 23 days | |||
Customer List Superfit [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | 140,000 | |||
Pokomoto acquisition | ||||
Amortization expense | (14,491) | |||
Intangible assets, net ending balance | 125,509 | $ 125,509 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 5 months 23 days | |||
Proprietary Recipes Superfit [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | 160,000 | |||
Pokomoto acquisition | ||||
Amortization expense | (16,561) | |||
Intangible assets, net ending balance | 143,439 | $ 143,439 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 5 months 23 days | |||
NonCompete Agreement Superfit [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | 260,000 | |||
Pokomoto acquisition | ||||
Amortization expense | (44,836) | |||
Intangible assets, net ending balance | 215,164 | $ 215,164 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 2 years 3 months 10 days | |||
Trademark Pokemoto [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | ||||
Pokomoto acquisition | 175,000 | |||
Amortization expense | (13,321) | |||
Intangible assets, net ending balance | 161,679 | $ 161,679 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 7 months 13 days | |||
Franchise License Pokemoto [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | ||||
Pokomoto acquisition | 2,775,000 | |||
Amortization expense | (105,620) | |||
Intangible assets, net ending balance | 2,669,380 | $ 2,669,380 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 9 years 7 months 13 days | |||
Proprietary Recipes Pokomoto [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | ||||
Pokomoto acquisition | 1,130,000 | |||
Amortization expense | (61,427) | |||
Intangible assets, net ending balance | 1,068,573 | $ 1,068,573 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 6 years 7 months 13 days | |||
NonCompete Agreement Pokomoto [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Intangible assets, net beginning balance | ||||
SuperFit acquisition | ||||
Pokomoto acquisition | 480,000 | |||
Amortization expense | (91,397) | |||
Intangible assets, net ending balance | $ 388,603 | $ 388,603 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year 7 months 13 days |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Indefinite-lived intangible asset, useful life | 13 years | |||
Amortization of Intangible Assets | $ 238,017 | $ 16,083 | $ 403,023 | $ 47,899 |
SCHEDULE OF ACCOUNTS PAYABLES A
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 891,540 | $ 692,966 | |
Accrued payroll | 156,107 | 78,667 | |
Accrued professional fees | 329,243 | 224,028 | |
Accrued board members fees | 42,275 | 36,697 | |
Accrued rent expense | 216,074 | 171,266 | |
Sales taxes payable | [1] | 228,323 | 231,177 |
Accrued interest | 26,158 | 25,222 | |
Other accrued expenses | 89,213 | 40,912 | |
Total Accounts Payable and Accrued Expenses | $ 1,978,933 | $ 1,500,935 | |
[1] | See Note 12 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes. |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Franchise fees | $ 890,200 | $ 983,958 |
Unearned vendor rebates | 23,171 | |
Less: Unearned vendor rebates, current | 23,171 | |
Less: Franchise fees, current | (44,437) | (39,687) |
Deferred revenues, non-current | $ 845,763 | $ 944,271 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Gift card liability | $ 93,146 | $ 91,034 |
Co-op advertising fund liability | 299,922 | 299,490 |
Advertising fund liability | 281,583 | 250,894 |
Other current liabilities | $ 674,651 | $ 641,418 |
SCHEDULE OF OUTSTANDING DEBT (D
SCHEDULE OF OUTSTANDING DEBT (Details) | Sep. 30, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total debt | $ 1,353,304 |
09/30/2022 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total debt | 186,035 |
09/30/2023 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total debt | 207,409 |
09/30/2024 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total debt | 216,706 |
09/30/2025 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total debt | 157,494 |
09/30/2026 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total debt | $ 585,660 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||
Convertible Debt, Current | $ 82,458 | $ 82,458 | $ 82,458 | |||
Gain on debt extinguishment | 200,000 | 1,075,974 | ||||
Repayments of Convertible Debt | 550,000 | |||||
Other Notes Payable | 1,353,304 | 1,353,304 | ||||
Pokemoto Acquisition [Member] | Economic Injury Disaster Loans [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Asset Acquisition, Indemnification Asset, Amount | 1,171,400 | 1,171,400 | ||||
Pokemoto Acquisition [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loans Payable | $ 291,053 | $ 291,053 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 100.00% | 100.00% | ||||
Other Convertible Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Convertible Debt, Current | $ 100,000 | $ 100,000 | $ 100,000 | |||
Paycheck Promissory Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt description | The aggregate amount forgiven is $875,974, consisting of $866,300 in principal and $9,674 in interest expenses. | |||||
Debt forgiven | $ 875,974 | |||||
Gain on debt extinguishment | $ 875,974 | |||||
Other Notes Payable [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Repayments of Convertible Debt | $ 1,249,541 | $ 488,247 | ||||
Debt Instrument, Maturity Date | Oct. 31, 2025 | |||||
Other Notes Payable [Member] | Minimum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | ||||
Other Notes Payable [Member] | Maximum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||
Former Parent [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Convertible Notes Payable | $ 82,458 | $ 82,458 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 02, 2021 | Apr. 07, 2021 | Apr. 06, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 07, 2021 | Jan. 23, 2020 | Nov. 19, 2019 | Mar. 07, 2019 | Jun. 06, 2018 | Mar. 27, 2018 | May 31, 2018 | Sep. 30, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||||||||||||||
Interest Payable, Current | $ 26,158 | $ 25,222 | ||||||||||||
Loss contingency, damages sought, value | $ 18,500 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.43 | |||||||||||||
Class of warrants price from warrants or rights exercisable | $ 0.01 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years 6 months | |||||||||||||
Sales Taxes [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Interest Payable, Current | 228,323 | $ 231,177 | ||||||||||||
Private Placement [Member] | Warrant [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 164,609 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.916 | |||||||||||||
Resolute Contractors, Inc [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 98,005 | |||||||||||||
Note Holder [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Convertible Notes Payable | $ 100,000 | 100,000 | ||||||||||||
Litigation Settlement, Expense | $ 171,035 | $ 171,035 | ||||||||||||
Repayments of Debt | $ 71,035 | |||||||||||||
Interest Payable, Current | $ 26,158 | |||||||||||||
Upon Completion of Agreement [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Issuable for service | 30,000 | 40,000 | ||||||||||||
Consulting Agreement [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Issuable for service | 100,000 | 100,000 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 150,000 | 70,000 | 60,000 | |||||||||||
Marketing Expense | $ 250,000 | |||||||||||||
Consulting Agreement One [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Issuable for service | 40,000 | |||||||||||||
Consulting Agreement Two [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Issuable for service | 30,000 | |||||||||||||
Litigations, Claims and Assessments [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 130,185 | |||||||||||||
Loss contingency, damages sought, value | $ 32,809 | |||||||||||||
Accounts Payable and Accrued Liabilities | $ 30,000 | |||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Purchase price of private placement | $ 10,000,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,250,000 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 4,115,227 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.42 | |||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | Warrant [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.43 | |||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | Maximum [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,865,227 | |||||||||||||
Franchise Agreement [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Deferred revenue | $ 40,000 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK (Details) - Restricted Common Stock [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Common Stock, Outstanding Beginning | shares | 1,200 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 65.33 |
Restricted Common Stock, Granted | shares | 221,783 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 2.87 |
Restricted Common Stock, Forfeited | shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Restricted Common Stock, Vested | shares | (222,983) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ (3.21) |
Restricted Common Stock, Outstanding Ending | shares | |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - Share-based Payment Arrangement, Option [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding Beginning | shares | 300,000 |
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 3.33 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 1 month 6 days |
Number of Options, Issued | shares | |
Number of Options, Weighted Average Exercise Price, Issued | $ / shares | |
Number of Options, Exercised | shares | |
Number of Options, Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Forfeited | shares | (200,000) |
Number of Options, Weighted Average Exercise Price, Exercised | $ / shares | $ 2.50 |
Number of Options, Outstanding Ending | shares | 100,000 |
Number of Options, Weighted Average Exercise Price, Outstanding Ending | $ / shares | $ 5 |
Number of Options, Weighted Average Remaining Life In Years, Outstanding Ending | 2 years 2 months 4 days |
Number of Options, Exercisable | shares | 100,000 |
Number of Options, Weighted Average Exercise Price, Exercisable | $ / shares | $ 5 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 2 months 4 days |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Outstanding Beginning | shares | 2,582,857 |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 4.08 |
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Outstanding Weighted Average Remaining Contractual Term Beginning | 3 years 3 months 18 days |
Number of Warrants, Issued | shares | 6,980,454 |
Weighted Average Exercise Price, Issued | $ / shares | $ 1.44 |
Number of Warrants, Exercised | shares | (2,865,227) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.01 |
Number of Warrants, Forfeited/cancelled | shares | (92,568) |
Weighted Average Exercise Price, Forfeited/cancelled | $ / shares | $ 19.99 |
Number of Warrants, Outstanding Ending | shares | 6,605,516 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | $ 2.83 |
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Outstanding Weighted Average Remaining Contractual Term Ending | 4 years 1 month 6 days |
Number of Warrants, Exercisable | shares | 6,605,516 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.83 |
ShareBasedCompensationArrangementByShareBasedPaymentAwardNon Option Equity Instruments Outstanding Exercisable Weighted Average Remaining Contractual Term1 | 4 years 1 month 6 days |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Aug. 26, 2021 | Aug. 24, 2021 | May 28, 2021 | May 27, 2021 | May 24, 2021 | May 06, 2021 | Apr. 30, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,780,000 | ||||||||||||||
Increase (Decrease) in Deferred Compensation | $ 127,500 | $ (100,000) | $ (127,500) | $ (4,000) | |||||||||||
Share-based Payment Arrangement, Noncash Expense | 1,779,248 | 2,619,522 | |||||||||||||
Prefunded Warrant [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,465,227 | ||||||||||||||
Proceeds from Warrant Exercises | $ 14,652 | ||||||||||||||
Prefunded Warrant One [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,400,000 | ||||||||||||||
Proceeds from Warrant Exercises | $ 14,000 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 20,829 | 20,000 | 12,711 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 42,600 | ||||||||||||||
Consultant [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 15,000 | 150,000 | 10,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 20,999 | $ 214,500 | $ 14,700 | ||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 16,126 | ||||||||||||||
Investor [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,100 | 11,879 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | ||||||||||||||
Executive Officer [Member] | Restricted Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 221,783 | ||||||||||||||
Employees, Directors and Consultants [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 50,488 | 1,006,656 | 1,774,876 | 2,617,460 | |||||||||||
Employees, Directors and Consultants [Member] | Labor Expenses [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 1,215 | 958 | 4,372 | 2,062 | |||||||||||
Employees, Directors and Consultants [Member] | Restricted Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 51,702 | $ 1,005,698 | $ 1,779,248 | $ 2,619,522 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 25, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | Oct. 11, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 |
Subsequent Event [Line Items] | |||||||||
Number shares issued for service value | $ 1,540 | $ 229,201 | $ 676,700 | $ 200,705 | $ 56,200 | ||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number shares issued for service | 15,000 | 40,000 | |||||||
Number shares issued for service value | $ 15,150 | $ 40,800 | |||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number share issued for compensation | 24,275 | ||||||||
Subsequent Event [Member] | Restaurant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Royalty fee | $ 1,000 | ||||||||
Master Franchise Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conisderation payable | 150,000 | ||||||||
Master Franchise Agreement [Member] | Subsequent Event [Member] | Restaurant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conisderation payable | $ 20,000 |