Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 28, 2014 | Mar. 25, 2015 | Jun. 29, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ARC Group, Inc. | ||
Entity Central Index Key | 1452872 | ||
Trading Symbol | arck | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | -16 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 6,501,035 | ||
Entity Public Float | $2,549,127 | ||
Document Type | 10-K | ||
Document Period End Date | 28-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Balance_Sheets
Balance Sheets (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Assets | ||
Cash and cash equivalents | $5,062 | |
Accounts receivable, net | 8,147 | |
Accounts receivable, net - related party | 43,033 | 17,377 |
Notes receivable, current portion | 18,600 | 8,414 |
Notes receivable - related party | 6,000 | |
Interest receivable | 5,063 | |
Total current assets | 66,696 | 45,000 |
Property and equipment, net of accumulated depreciation of $4,674 at December 28, 2014 and December 29, 2013, respectively | ||
Deposits | 1,100 | 1,100 |
Notes receivable, net of current portion | 10,990 | 7,093 |
Equity investment in Paradise on Wings | 818,545 | |
Total assets | 897,331 | 53,193 |
Liabilities and stockholders' deficit | ||
Accounts payable and accrued expenses | 495,765 | 579,130 |
Accrued expenses - related party | 17,898 | 40,066 |
Accrued interest | 11,480 | 1,255 |
Advertising fund liabilities | 31,474 | |
Settlement agreements payable | 441,056 | 429,815 |
Notes payable - related party | 3,420 | 127,772 |
Notes payable - in default | 11,000 | 11,000 |
Other current liabilities | 4,741 | 801 |
Total current liabilities | 1,016,834 | 1,189,839 |
Total liabilities | 1,016,834 | 1,189,839 |
Stockholders' deficit: | ||
Class A common stock - $0.01 par value: 100,000,000 shares authorized, 6,362,464 and 5,659,418 shares issued and outstanding at December 28, 2014 and December 29, 2013, respectively | 63,625 | 56,594 |
Additional paid-in capital | 3,564,309 | 2,340,736 |
Stock subscriptions receivable | -170,000 | |
Stock subscriptions payable | 289,452 | 139,080 |
Accumulated deficit | -3,866,889 | -3,673,056 |
Total stockholders' deficit | -119,503 | -1,136,646 |
Total liabilities and stockholders' deficit | $897,331 | $53,193 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Statement Of Financial Position [Abstract] | ||
Accumulated depreciation on property and equipment (in dollars) | $4,674 | $4,674 |
Class A common stock, par value (in dollars per share) | $0.01 | $0.01 |
Class A common stock, shares authorized | 100,000,000 | 100,000,000 |
Class A common stock, shares issued | 6,362,464 | 5,659,418 |
Class A common stock, shares outstanding | 6,362,464 | 5,659,418 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Revenue: | ||
Net revenue | $426,415 | $472,439 |
Net revenue - related party | 162,441 | 17,377 |
Total net revenue | 588,856 | 489,816 |
Operating expenses: | ||
Professional fees | 184,644 | 536,191 |
Employee compensation expense | 418,519 | 665,084 |
General and administrative expenses | 185,648 | 240,978 |
Total operating expenses | 788,811 | 1,442,253 |
Loss from operations | -199,955 | -952,437 |
Other income: | ||
Interest expense | -24,408 | -37,776 |
Gain on settlement of debt | 320,798 | |
Income from investment in Paradise on Wings | 18,545 | |
Interest income | 11,938 | |
Other income | 47 | 11,377 |
Total other income | 6,122 | 294,399 |
Net loss | ($193,833) | ($658,038) |
Net loss per share - basic and fully diluted (in dollars per share) | ($0.03) | ($0.12) |
Weighted average number of shares outstanding - basic and fully diluted (in shares) | 6,255,668 | 5,387,641 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (Deficit) (USD $) | Common Stock | Additional Paid-in Capital | Stock Subscriptions Receivable | Stock Subscriptions Payable | Accumulated Deficit | Total |
Balance at Dec. 30, 2012 | $53,155 | $1,554,314 | $90,000 | ($3,015,018) | ($1,317,549) | |
Balance (in shares) at Dec. 30, 2012 | 5,315,506 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for services | 714 | 49,286 | 49,080 | 99,080 | ||
Common stock issued for services (in shares) | 71,429 | |||||
Common stock issued upon conversion of promissory notes | 286 | 54,714 | 55,000 | |||
Common stock issued upon conversion of promissory notes (in shares) | 28,572 | |||||
Common stock issued upon conversion of promissory notes - related party | 2,439 | 473,186 | 475,625 | |||
Common stock issued upon conversion of promissory notes - related party (in shares) | 243,911 | |||||
Imputed interest on no-interest loans | 11,686 | 11,686 | ||||
Settlement of related-party debt | 197,550 | |||||
Net loss | -658,038 | -658,038 | ||||
Balance at Dec. 29, 2013 | 56,594 | 2,340,736 | 139,080 | -3,673,056 | -1,136,646 | |
Balance (in shares) at Dec. 29, 2013 | 5,659,418 | 5,659,418 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for note receivable - related party | 2,061 | 337,939 | -170,000 | 170,000 | ||
Common stock issued for note receivable - related party (in shares) | 206,061 | |||||
Common stock issued for services | 784 | 69,216 | 372 | 70,372 | ||
Common stock issued for services (in shares) | 78,433 | |||||
Common stock issued upon conversion of promissory notes - related party | 3,260 | 567,269 | 570,529 | |||
Common stock issued upon conversion of promissory notes - related party (in shares) | 326,017 | |||||
Imputed interest on no-interest loans | 75 | 75 | ||||
Common stock issued for investment in Paradise on Wings | 2,353 | 397,647 | 400,000 | |||
Common stock issued for investment in Paradise on Wings (in shares) | 235,295 | |||||
Common stock reclassified to unissued shares | -1,428 | -148,572 | 150,000 | |||
Common stock reclassified to unissued shares (in shares) | -142,857 | |||||
Common stock issued for reverse stock split | 1 | -1 | ||||
Common stock issued for reverse stock split (in shares) | 97 | |||||
Net loss | -193,833 | -193,833 | ||||
Balance at Dec. 28, 2014 | $63,625 | $3,564,309 | ($170,000) | $289,452 | ($3,866,889) | ($119,503) |
Balance (in shares) at Dec. 28, 2014 | 6,362,464 | 6,362,464 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 29, 2013 | |
Cash flows from operating activities | ||
Net loss | ($193,833) | ($658,038) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock issued for compensation and amortization of stock compensation expense | 70,373 | 99,080 |
Equity earnings in Paradise on Wings | -18,545 | |
Imputed interest on no-interest loans | 75 | 11,686 |
Gain on settlement of debt | -320,798 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 8,147 | -8,147 |
Accounts receivable - related party | -25,655 | -17,377 |
Notes receivable | -10,990 | -7,500 |
Deposits | -1,100 | |
Interest receivable -- related party | -5,063 | |
Accounts payable and accrued liabilities | -70,613 | 294,237 |
Accrued liabilities - related party | -22,168 | 157,507 |
Advertising fund liabilities | 31,474 | |
Settlement agreements payable | 11,241 | -19,948 |
Other current liabilities | 3,940 | 801 |
Net cash used by operating activities | -221,617 | -469,597 |
Cash flows from investing activities | ||
Equity investment in Paradise on Wings | -400,000 | |
Issuance of notes receivable | -10,507 | |
Issuance of notes receivable - related party | -18,600 | -6,000 |
Repayments of notes receivable | 16,845 | 2,500 |
Net cash used by investing activities | -401,755 | -14,007 |
Cash flows from financing activities | ||
Issuance of notes payable - related party | 448,310 | 526,308 |
Repayments on notes payable | -50,000 | |
Payments on stock subscriptions receivable | 170,000 | |
Net cash provided by financing activities | 618,310 | 476,308 |
Net decrease in cash and cash equivalents | -5,062 | -7,296 |
Cash and cash equivalents, beginning of period | 5,062 | 12,358 |
Cash and cash equivalents, end of period | 5,062 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Schedule of non-cash financing activities | ||
Equity investment in Paradise on Wings | 400,000 | |
Stock issued upon conversion of notes payable | 55,000 | |
Stock issued upon conversion of notes payable - related party | 570,529 | 475,626 |
Stock issued for stock subscriptions payable | 49,080 | |
Settlement of related-party debt | $197,550 |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 28, 2014 | |
Description Of Business [Abstract] | |
Description of Business | Note 1. Description of Business |
ARC Group, Inc., formerly American Restaurant Concepts, a Nevada corporation (the “Company”), was incorporated in April 2000. The Company’s business is focused on the development of the Dick’s Wings® franchise and the acquisition of financial interests in other restaurant brands. The Dick’s Wings concept is currently comprised of traditional restaurants like its Dick’s Wings & Grill® restaurants, which are full service restaurants, and its Dick’s Wings Express™ restaurants, which are limited service restaurants that focus on take-out orders, as well as non-traditional units like the Dick’s Wings concession stand that the Company has at EverBank Field. The Company establishes restaurants by entering into franchise agreements with qualified parties and generates revenue by granting franchisees the right to use the name “Dick’s Wings” and offer the Dick’s Wings product line in exchange for royalty payments, franchise fees and area development fees. | |
At December 28, 2014, the Company had 18 restaurants, of which 16 were Dick’s Wings & Grill full service restaurants and one was a Dick’s Wings Express limited service restaurant, and the Dick’s Wings concession stand at EverBank Field. Of the 18 restaurants, 16 were located in Florida and two were located in Georgia. The Company’s concession stand at EverBank Field is also located in Florida. All of the Company’s restaurants are owned and operated by franchisees, and the Company’s concession stand at EverBank Field is licensed to a third-party operator. | |
On June 13, 2014, the Company’s shareholders approved proposals to change the name of the Company from “American Restaurant Concepts, Inc. to “ARC Group, Inc.” and change the Company’s state of incorporation from Florida to Nevada. The changes became effective on July 16, 2014. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies | Note 2. Significant Accounting Policies | ||||||||
This summary of significant accounting policies is provided to assist the reader in understanding the Company’s financial statements. The financial statements and notes thereto are representations of the Company’s management. The Company’s management is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. | |||||||||
Basis of Presentation | |||||||||
The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. | |||||||||
Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||
Reclassifications | |||||||||
Certain amounts in the Company’s financial statements for 2013 have been reclassified to conform to the 2014 presentation. These reclassifications did not result in any change to the previously reported total assets, net loss or stockholders’ deficit. | |||||||||
Reverse Stock Split | |||||||||
As described in Note 9. Capital Stock, the Company completed a one-for-seven reverse stock split of its shares of common stock on November 4, 2013. All information set forth in the Company’s financial statements and the notes thereto gives effect to the reverse stock split. | |||||||||
Fiscal Year | |||||||||
The Company utilizes a 52- or 53-week accounting period that ends on the last Sunday in December. Each of the fiscal years ended December 28, 2014 and December 29, 2013 were comprised of 52 weeks. | |||||||||
On June 18, 2014, the Company’s board of directors approved a resolution changing the Company’s fiscal year end from the last Sunday in December of the applicable calendar year to December 31st. The change will be effective beginning with the Company’s 2015 fiscal year. Pursuant to Rules 13a-10 and 15d-10 of the Securities Exchange Act of 1934, as amended, the Company is not required to file a transition report in connection with the change of its fiscal year end. | |||||||||
Revenue Recognition | |||||||||
The Company’s revenue consists primarily of royalty payments, franchise fees and area development fees that it receives from its franchisees. The Company generates revenue by entering into franchise agreements with parties to build and operate restaurants using the Dick’s Wings® brand within a defined geographical area. The agreements have a 10-year term and can be renewed for one additional 10-year term. The Company provides the use of its Dick’s Wings trademarks and Dick’s Wings system, which includes uniform operating procedures, standards for consistency and quality of products, technical knowledge, and procedures for accounting, inventory control and management, in return for the royalty payments, franchise fees and area development fees. | |||||||||
Franchisees are required to operate their restaurants in compliance with their franchise agreements, which includes adherence to operating and quality control procedures established by the Company. The Company is not required to provide loans, leases, or guarantees to franchisees or the franchisees’ employees and vendors. If a franchisee becomes financially distressed, the Company is not required to provide financial assistance. If financial distress leads to insolvency of the franchisee or the filing of a petition by or against the franchisee under bankruptcy laws, the Company has the right, but not the obligation, to acquire the franchise at fair value as determined by an independent appraiser selected by the Company. Franchisees generally remit royalty payments weekly for the prior week’s sales. Franchise and area development fees are paid upon the signing of the related agreements. | |||||||||
The Company recognizes the royalties, franchise fees and area development fees that it receives as revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed and determinable, and collectability is reasonably assured in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. Royalties are accrued as earned and are calculated each period based on restaurant sales. Franchise fee revenue from individual franchise sales is recognized upon the opening of the franchised restaurant when all material obligations and initial services to be provided by the Company have been performed. Area development fees are dependent upon the number of restaurants in the territory, as are the Company’s obligations under the area development agreement. Consequently, as obligations are met, area development fees are recognized proportionally with expenses incurred with the opening of each new restaurant and any royalty-free periods. | |||||||||
The Company generated revenue of $588,856 and $489,816 during the years ended December 28, 2014 and December 29, 2013, respectively. | |||||||||
Cash Equivalents | |||||||||
The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents in accordance with ASC Topic 305, Cash and Cash Equivalents. The Company had cash and cash equivalents of $5,062 at December 29, 2013. The Company did not have any cash and cash equivalents at December 28, 2014. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable consists primarily of contractually-determined receivables primarily for franchise fees and royalties due from, but not yet paid by, the Company’s franchisees. Accounts receivable, net of the allowance for doubtful accounts, represents the estimated net realizable value of the Company’s accounts receivable. Provisions for doubtful accounts are recorded based on historical collection experience, the age of the receivables and current economic conditions, and are written off when they are deemed uncollectible, all in accordance with ASC Topic 310, Receivables. The Company had accounts receivable, net of the allowance for doubtful accounts, of $43,033 and $25,524 at December 28, 2014 and December 29, 2013, respectively. | |||||||||
The accounts receivable balance at December 28, 2014 was comprised primarily of unpaid royalties due from one of the Company’s franchisees that was behind in its payments, all of which the Company expects to collect in full in early 2015. Accordingly, the allowance for doubtful accounts was zero at December 28, 2014. The accounts receivable balance at December 29, 2013 was comprised primarily of unpaid royalties due from two of the Company’s franchisees that were behind in their payments, all of which the Company expected to collect in full, and did collect in full, in early 2014. Accordingly, the allowance for doubtful accounts was zero at December 29, 2013. | |||||||||
Property and Equipment | |||||||||
Property and equipment is stated at cost, less accumulated depreciation and amortization, in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Depreciation and amortization are calculated using the straight-line basis over the estimated useful lives of the related assets. The cost of major improvements to the Company’s property and equipment are capitalized. The cost of maintenance and repairs that do not improve or extend the life of the applicable assets is expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reported in the period realized. | |||||||||
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company had property and equipment of $4,674 and accumulated depreciation of $4,674 at December 28, 2014 and December 29, 2013. | |||||||||
Long-Lived Assets | |||||||||
The Company reviews long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not have any long-lived assets at December 28, 2014 and December 29, 2013. | |||||||||
Financial Instruments | |||||||||
The Company accounts for its financial instruments in accordance with ASC Topic 825, Financial Instruments, which requires the disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other short-term liabilities approximates their respective fair values due to the short-term maturities of these instruments. The carrying amounts of the notes receivable and notes payable also approximates their respective fair values since their terms are similar to those in the lending market for comparable loans with comparable risks. The fair value of related-party transactions is not determinable due to their related-party nature. None of these instruments are held for trading purposes. | |||||||||
Debt Discounts, Deferred Financing Costs and Imputed Interest | |||||||||
The Company accounts for debt discounts and deferred financing costs in accordance with ASC Topic 470, Debt (“ASC 470”). Debt discounts and deferred financing costs are amortized through periodic charges to interest expense over the maximum term of the related financial instrument using the effective interest method. The Company did not incur any amortization of debt discounts and deferred financing costs during the years ended December 28, 2014 and December 29, 2013. | |||||||||
The Company accounts for imputed interest in accordance with ASC Topic 835, Interest. During the years ended December 28, 2014 and December 29, 2013, the Company borrowed funds from related parties pursuant to loans that were interest free and payable on demand. The loans did not have a definite term. Based upon the interest rates charged to the Company for comparable loans made to the Company in the recent past, the Company applied an imputed interest rate of 6% to the loans. In addition, since the loans did not have a definite term, the Company was unable to calculate a discount associated with the loans. As a result, the Company accounted for imputed interest with respect to the loans by recording interest expense as it was incurred. The Company incurred $75 and $11,686 of imputed interest during the years ended December 28, 2014 and December 29, 2013, respectively, which was credited to additional paid-in capital since the interest was not payable. | |||||||||
Fair Value Measurements | |||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the Company’s principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), the Company determines fair value using a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the Company, and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. | |||||||||
The levels of fair value hierarchy are: | |||||||||
Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date; | |||||||||
Level 2: Observable inputs other than quoted prices included in Level 1, such as: (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets and liabilities in markets that are not active, and (iii) other inputs that are observable or can be corroborated by observable market data; and | |||||||||
Level 3: Unobservable inputs for which there is little or no market data available. | |||||||||
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In contrast, the Company considers unobservable data to be data that reflects the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. | |||||||||
Investments | |||||||||
On January 20, 2014, the Company purchased a 50% ownership interest in Paradise on Wings Franchise Group, LLC, a Utah limited liability company that is the franchisor of the Wing Nutz® brand of restaurants (“Paradise on Wings”). A description of the investment in Paradise on Wings is set forth herein under Note 4. Investment in Paradise on Wings. | |||||||||
The Company accounted for its investment in Paradise on Wings under the equity method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 323, Investments – Equity Method and Joint Ventures (“ASC 323”). ASC 323 provides that investments be accounted for under the equity method of accounting when the investor has the ability to exert significant influence, but not control, over the operating and financial policies of the investee. The determination of the level of influence that an investor has over each equity method investment involves consideration of such factors as the investor’s ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. Investments accounted for under the equity method are recorded at the fair value amount of the investor’s initial investment on the balance sheet and adjusted each period for the investor’s share of the investee’s income or loss. The investor’s share of the income or losses from equity investments is reported as a component of other income / (expense) in the statements of operations. Contributions paid to, and distributions received from, equity investees are recorded as additions or reductions, respectively, to the respective investment balance. | |||||||||
The Company reviews its investment in Paradise on Wings for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 323. The standard for determining whether an impairment must be recorded under ASC 323 is whether an “other-than-temporary” decline in value of the investment has occurred. The evaluation and measurement of impairments under ASC 323 involves quantitative and qualitative factors and circumstances surrounding the investment, such as recurring operating losses, credit defaults and subsequent rounds of financing. If an unrealized loss on the investment is considered to be other-than-temporary, the loss is recognized in the period the determination is made and the value of the investment is reduced by the amount of the loss. | |||||||||
Stock-Based Compensation | |||||||||
The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), using the modified prospective transition method. Under this method, compensation expense includes: (a) compensation expense for all stock-based payments granted, but not yet vested, as of January 1, 2006 based on the grant-date fair value, and (b) compensation expense for all stock-based payments granted subsequent to January 1, 2006 based on the grant-date fair value. Such amounts have been reduced to reflect the Company’s estimate of forfeitures of all unvested awards. | |||||||||
The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505, Equity (“ASC 505”). ASC 718 and ASC 505 require that the Company recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by non-employees. | |||||||||
The Company uses the Black-Scholes pricing model to determine the fair value of the stock-based compensation that it grants to employees and non-employees. The Black-Scholes pricing model takes into consideration such factors as the estimated term of the securities, the conversion or exercise price of the securities, the volatility of the price of the Company’s common stock, interest rates, and the probability that the securities will be converted or exercised to determine the fair value of the securities. The selection of these criteria requires management’s judgment and may impact the Company’s net income or loss. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used its share price history to determine volatility and cannot predict what the price of its shares of common stock will be in the future. As a result, the volatility value that the Company calculated may differ from the actual volatility of the price of its shares of common stock in the future. | |||||||||
The Company recognized stock compensation expense of $70,373 and $99,080 during the years ended December 28, 2014 and December 29, 2013, respectively. | |||||||||
Income Taxes | |||||||||
The Company uses the liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized in the future. | |||||||||
Net deferred tax assets consisted of the following components at December 28, 2014 and December 29, 2013: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 850,235 | $ | 784,758 | |||||
Deferred tax liabilities | --- | --- | |||||||
Valuation allowance | (850,235 | ) | (784,758 | ) | |||||
Net deferred tax asset | $ | --- | $ | --- | |||||
The Company had net operating loss carry-forwards of approximately $2,231,587 and $2,059,733 at December 28, 2014 and December 29, 2013, respectively, that may be offset against future taxable income between the years of 2022 and 2032. No tax benefit has been reported in the December 28, 2014 and December 29, 2013 financial statements because the potential tax benefit is offset by a valuation allowance of the same amount. The Company had no uncertain tax positions at December 28, 2014 and December 29, 2013. | |||||||||
Utilization of net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations contained in the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. On November 2, 2012, William D. Leopold purchased 2,218,572 shares of the Company’s common stock, which represented approximately 41.2% of the outstanding shares of the Company’s common stock on that date, from Michael Rosenberger, who was then serving as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary and sole member of the Company’s board of directors. This transaction could be deemed to have resulted in a change in ownership of the Company. Subsequent ownership changes could further affect the limitation in future years. These annual limitation provisions may result in the expiration of certain net operating losses and credits before utilization. | |||||||||
Recent Accounting Pronouncements | |||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue with Contracts from Customers (“ASU 2014-09”). ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of the updated guidance but it does not believe the adoption of ASU 2014-09 will have a significant impact on its financial statements. | |||||||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). This update requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding on certain principles that are currently in U.S. auditing standards. Specifically, ASU 2014-15: (i) provides a definition of the term substantial doubt, (ii) requires an evaluation every reporting period including interim periods, (iii) provides principles for considering the mitigating effects of management’s plans, (iv) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (v) requires an express statement and other disclosures when substantial doubt is not alleviated, and (vi) requires an assessment for a period of one year after the date that the financial statements are issued or available to be issued. This update is effective for the fiscal years ending after December 15, 2016 and for annual periods and interim periods thereafter. Early application is permitted. The Company has evaluated ASU 2014-15 and determined that it will not have a material impact on the Company’s financial statements. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended |
Dec. 28, 2014 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 3. Net Loss Per Share |
The Company calculates basic and diluted net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is based on the weighted-average number of shares of the Company’s common stock outstanding during the applicable period, and is calculated by dividing the reported net loss for the applicable period by the weighted-average number of shares of common stock outstanding during the applicable period. Diluted net loss per share is calculated by dividing the reported net loss for the applicable period by the weighted-average number of shares of common stock outstanding during the applicable period, as adjusted to give effect to the exercise or conversion of all potentially dilutive securities outstanding at the end of the applicable period. | |
All of the shares of common stock underlying exercisable or convertible securities that were outstanding at December 28, 2014 and December 29, 2013 were excluded from the computation of diluted net loss per share for the years ended December 28, 2014 and December 29, 2013, respectively, because they were anti-dilutive. As a result, basic net loss per share was equal to diluted net loss per share for the years ended December 28, 2014 and December 29, 2013. | |
As described in Note 9. Capital Stock, the Company completed a one-for-seven reverse stock split of its common stock on November 4, 2013. Accordingly, the net loss per share, the number of shares outstanding, and the weighted-average number of shares outstanding that are reported in the financial statements and notes thereto for the years ended December 28, 2014 and December 29, 2013 are presented on a post-split basis to give effect to the reverse stock split. |
Investment_in_Paradise_on_Wing
Investment in Paradise on Wings | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Equity Method Investments and Joint Ventures [Abstract] | |||||
Investment in Paradise on Wings | Note 4. Investment in Paradise on Wings | ||||
On January 20, 2014, the Company entered into a contribution agreement with Paradise on Wings. In connection with the execution of the contribution agreement, on January 20, 2014, the Company and the incumbent members of Paradise on Wings entered into an amended and restated operating agreement of Paradise on Wings to reflect the terms of the contribution agreement. The transactions contemplated by the contribution agreement and operating agreement were completed on January 20, 2014. | |||||
Under the terms of the contribution agreement, the Company (sometimes referred to herein as the “Class B Member”) acquired 117.65 Class B membership interests in Paradise on Wings, representing all of the outstanding Class B membership interests and a 50% ownership interest in Paradise on Wings (the “Class B Membership Interests”). The incumbent members of Paradise on Wings (the “Class A Members”) converted their existing membership interests into a total of 117.65 Class A membership interests in Paradise on Wings, representing all of the outstanding Class A membership interests and a 50% ownership interest in Paradise on Wings (the “Class A Membership Interests”). | |||||
The Company agreed to pay $400,000 in cash, of which $350,000 was paid prior to closing and $50,000 was due upon closing, and $400,000 in shares of the Company’s common stock to Paradise on Wings in consideration for the Class B Membership Interests (the “Capital Contribution”). The shares of common stock (the “ARC Shares”) were valued based upon the opening bid price of the common stock on the OTCmarkets.com on the morning of the closing date, which was $1.70 per share. Accordingly, the Company issued 235,295 shares of common stock to Paradise on Wings on the closing date. | |||||
Under the operating agreement, the power to manage the business and affairs of Paradise on Wings has been vested in the managers of Paradise on Wings. The Class A Members may appoint up to two managers, which manager(s) have a total of 50% of the vote of all managers. The Company, as the owner of all of the Class B Membership Interests, may appoint one manager who has a total of 50% of the vote of all managers. Notwithstanding the foregoing, the Contributed Capital may not be used to pay salaries or bonuses to any of the Class A Members or Class B Members, and the vote of 60% of the total outstanding Class A Membership Interests and Class B Membership Interests is required in the event Paradise on Wings wishes to use the Contributed Capital for any permitted purpose. | |||||
The Class A Membership Interests are identical to the Class B Membership Interests in all respects except that the Class A Membership Interests have a preferred right to distributions from Paradise on Wings with respect to the ARC Shares. The Class A Members, through their ownership of the Class A Membership Interests, are entitled to receive a total of 50% of all items of income, gain, losses, deductions and expenses (including 100% of any such items associated with the ARC Shares), and the Company, through its ownership of the Class B Membership Interests, is entitled to receive 50% of all items of income, gain, losses, deductions and expenses (with the exception of any such items associated with the ARC Shares). | |||||
The Company accounts for its 50% ownership interest in Paradise on Wings using the equity method of accounting because the Company has the ability to exert significant influence, but not control, over the operating and financial policies of Paradise on Wings. The investment was initially recorded at the fair value amount of the Company’s initial investment and subsequently adjusted for the Company’s share of the net income and loss, and cash contributions and distributions, to or from Paradise on Wings. The Company reported its income from Paradise on Wings as income from investment in Paradise on Wings in its statements of operations, and reported its investment in Paradise on Wings as equity investment in Paradise on Wings in its balance sheets. | |||||
Set forth below is a summary of the unaudited income statement of Paradise on Wings for the period beginning January 21, 2014 and ending December 28, 2014 provided to the Company by Paradise on Wings. | |||||
Period From | |||||
January 21, | |||||
2014 Through | |||||
December 28, | |||||
Statement of Operations | 2014 | ||||
Revenue | $ | 313,087 | |||
Operating expenses | (276,496 | ) | |||
Income from operations | 36,591 | ||||
Other income | 499 | ||||
Net income | $ | 37,090 | |||
Company’s share of net income | $ | 18,545 | |||
Set forth below is a summary of the unaudited balance sheet of Paradise on Wings as of December 28, 2014 provided to the Company by Paradise on Wings. | |||||
December 28, | |||||
Balance Sheet | 2014 | ||||
Current assets | $ | 89,968 | |||
Equity investment | 400,000 | ||||
Note receivable | 160,051 | ||||
Total assets | $ | 650,019 | |||
Total liabilities | $ | 43,300 | |||
Equity | 606,719 | ||||
Total liabilities and equity | $ | 650,019 |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Measurements | Note 5. Fair Value Measurements | ||||||||||||
On January 20, 2014, the Company purchased a 50% ownership interest in Paradise on Wings. A description of the investment in Paradise on Wings is set forth herein under Note 4. Investment in Paradise on Wings. | |||||||||||||
The following table presents the Company’s equity investment in Paradise on Wings within the fair value hierarchy utilized to measure fair value on a recurring basis as of December 28, 2014 and December 29, 2013: | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Equity investments – December 28, 2014 | $ | -0- | $ | 818,545 | $ | -0- | |||||||
Equity investments – December 29, 2013 | $ | -0- | $ | -0- | $ | -0- | |||||||
The Company’s other financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities and notes payable. The estimated fair values of the cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other short-term liabilities approximates their respective carrying amounts due to the short-term maturities of these instruments. The estimated fair values of the notes receivable and notes payable also approximates their respective carrying amounts since their terms are similar to those in the lending market for comparable loans with comparable risks. The fair value of related-party transactions is not determinable due to their related-party nature. None of these instruments are held for trading purposes. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | Note 6. Commitments and Contingencies | ||||
Employment Agreements | |||||
On January 1, 2012, the Company entered into an employment agreement with Michael Rosenberger pursuant to which Mr. Rosenberger agreed to serve as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary. The agreement was for a term of two years. The Company agreed to pay Mr. Rosenberger an annual base salary of $150,000 during the term of the agreement. In the event Mr. Rosenberger terminated his employment with the Company, or the Company terminated Mr. Rosenberger’s employment without “Cause” (as such term is defined in the agreement), the Company was required to continue paying Mr. Rosenberger his salary for the remainder of the term. | |||||
On July 12, 2013, the Company entered into a separation agreement with Mr. Rosenberger and Moose River Management, Inc., a company that is wholly owned by Mr. Rosenberger (“Moose River”). The separation agreement became effective on July 31, 2013. | |||||
Under the terms of the separation agreement, Mr. Rosenberger agreed to resign from his positions as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and from any and all other employment positions that he had with the Company, and agreed to resign as a member of the board of directors of the Company, all effective July 31, 2013. In addition, Moose River agreed to assign to the Company all of the “Dick’s Wings” trademarks (the “Trademarks”) currently being licensed to the Company by Moose River under that certain Trademark License Agreement (the “License Agreement”) dated July 16, 2007 by and between the Company and Moose River. The Company agreed to pay Mr. Rosenberger $10,000 in settlement of all compensation and reimbursement owed to Mr. Rosenberger arising out of or in connection with his employment with the Company. In addition, the Company and Mr. Rosenberger agreed to release each other from any and all claims that they may have had against each other. As a result of the execution of the separation agreement, the employment agreement entered into by and between the Company and Mr. Rosenberger on January 1, 2012 terminated on July 31, 2013. The Company recognized settlement of related-party debt of $197,550 in connection therewith during the year ended December 29, 2013, which was credited to additional paid-in capital due to the related-party nature of the transaction. | |||||
On July 12, 2013, the Company and Mr. Rosenberger also entered into a consulting agreement pursuant to which Mr. Rosenberger agreed to assist the Company with its prior business and future business during a term beginning July 31, 2013 and ending December 31, 2013. In return, the Company agreed to pay Mr. Rosenberger $70,000 on July 31, 2013 and to make payments of $32,500 to Mr. Rosenberger on September 1, 2013, October 15, 2013, December 1, 2013 and December 31, 2013. In the event the Company failed to make one or more of these payments to Mr. Rosenberger in the amounts and on the dates specified in the consulting agreement, ownership of the Trademarks would have reverted back to Moose River and the License Agreement would have continued in full force and effect. The consulting agreement became effective on July 31, 2013. All payments to Mr. Rosenberger were made in the amounts and on the dates specified in the consulting agreement. The Company recognized $1,699 of consulting expense in connection therewith during the year ended December 28, 2014. | |||||
On January 22, 2013, the Company appointed Richard W. Akam to serve as its Chief Operating Officer. In connection therewith, the Company entered into an employment agreement with Mr. Akam pursuant to which it agreed to pay him an annual base salary of $150,000, subject to annual adjustment and discretionary bonuses, plus certain standard and customary fringe benefits. The initial term of the employment agreement is for one year and automatically renews for additional one year terms until terminated by Mr. Akam or the Company. | |||||
The employment agreement provides that, on July 22, 2013, the Company would grant Mr. Akam shares of its common stock equal in value to $50,000 if Mr. Akam is continuously employed by the Company through that date. The number of shares of common stock that the Company would issue to Mr. Akam would be calculated based on the last sales price of the Company’s common stock as reported on the OTC Bulletin Board on July 22, 2013. The employment agreement also provides that the Company will grant Mr. Akam additional shares of its common stock equal in value to $50,000 on January 1st of each year thereafter if Mr. Akam is continuously employed by the Company through January 1st of the applicable year. The number of shares of common stock that the Company will issue to Mr. Akam for each applicable year will be calculated based on the average of the last sales price of shares of the Company’s common stock as reported on the OTC Bulletin Board for the month of January of the applicable year. | |||||
Notwithstanding the above, and in connection therewith, Mr. Akam agreed that the number of shares that may be earned by him under his employment agreement in connection with any particular grant would be equal to the lesser of: (i) 71,429 shares of common stock, or (ii) the number of shares of common stock calculated by dividing $50,000 by the closing price of the Company’s common stock on the day immediately preceding the date the Company’s obligation to issue the shares to him fully accrues. Mr. Akam also agreed that in the event the Company is unable to fulfill its obligation to issue all of the shares earned by him with respect to any particular grant because it does not have enough shares of common stock authorized and available for issuance, (i) Mr. Akam will not require the Company to issue more shares of common stock than are then authorized and available for issuance by the Company, and (i) the Company may settle any liability to Mr. Akam created as a result thereof in cash. | |||||
In the event the Company terminates Mr. Akam’s employment without “cause” (as such term is defined in the employment agreement), Mr. Akam will be entitled to receive the following severance compensation from the Company: (i) if the Company terminates Mr. Akam’s employment during the first year of his employment with the Company, that amount of compensation equal to the salary payable to Mr. Akam during that year, (ii) if the Company terminates Mr. Akam’s employment during the second year of his employment with the Company, that amount of compensation equal to nine months of the salary payable to Mr. Akam during that year, (iii) if the Company terminates Mr. Akam’s employment during the third year of his employment with the Company, that amount of compensation equal to six months of the salary payable to Mr. Akam during that year, and (iv) if the Company terminates Mr. Akam’s employment after the third year of his employment with the Company, that amount of compensation equal to three months of the salary payable to Mr. Akam during the year that such termination occurs. Mr. Akam will not be entitled to receive any severance compensation from the Company if the Company terminates his employment for “cause” or as a result of his disability, or if Mr. Akam resigns from his employment with the Company. | |||||
The employment agreement also contains customary provisions that provide that, during the term of Mr. Akam’s employment with the Company and for a period of one year thereafter, Mr. Akam is prohibited from disclosing confidential information of the Company, soliciting Company employees and certain other persons, and competing with the Company. | |||||
On July 22, 2013, the Company issued 71,429 shares of its common stock to Richard Akam pursuant to the terms of the employment agreement. | |||||
On July 31, 2013, the Company appointed Richard Akam as its Chief Executive Officer, Chief Financial Officer and Secretary. The Company and Mr. Akam did not amend the employment agreement in connection with the above appointments, and Mr. Akam is not receiving any additional compensation in connection with the above appointments. | |||||
On August 19, 2013, the Company appointed Daniel Slone as the Company’s Chief Financial Officer. The Company agreed to pay Mr. Slone an annual base salary of $1.00 in connection with his appointment. The Company did not enter into an employment agreement with Mr. Slone. In connection therewith, on August 19, 2013, Richard Akam resigned as the Company’s Chief Financial Officer. Mr. Akam retained his positions as the Company’s Chief Executive Officer, Chief Operating Officer and Secretary. | |||||
On January 1, 2014, Richard Akam earned 28,433 shares of common stock under the terms of his employment agreement with the Company. | |||||
Operating Leases | |||||
In January 2013, the Company entered into a commercial lease with GGRD II, LLC for its corporate headquarters located at 13453 North Main Street, Jacksonville, Florida pursuant to which the Company leases approximately 1,800 square feet of space. The lease provides for a fixed monthly rent payment of $1,100 and expires on January 31, 2015. | |||||
In January 2015, the Company entered into a lease with Crescent Hill Office Park for its corporate headquarters located at 6327-4 Argyle Forest Boulevard, Jacksonville, Florida pursuant to which the Company leases approximately 2,000 square feet of space. The lease provides for an initial monthly rent payment of $1,806 and expires on December 31, 2017. | |||||
Future minimum annual payments under the leases as of December 28, 2014 are as follows: | |||||
Lease | |||||
Year | Payment | ||||
2015 | $ | 22,768 | |||
2016 | 22,871 | ||||
2017 | 22,069 | ||||
2018 | -0- | ||||
2019 | -0- | ||||
Thereafter | -0- | ||||
Total | $ | 67,708 | |||
Legal Proceedings | |||||
In January 2015, Santander Bank filed a complaint against the Company in the Circuit Court, Fourth Judicial Circuit in and for Duval County, Florida, seeking damages of approximately $194,000 plus interest, costs and attorneys fees for breach of a guaranty of certain obligations of Ritz Aviation, LLC (“Ritz Aviation”) under a promissory note executed by Ritz Aviation in July 2005. This case is currently pending. |
Notes_Receivable
Notes Receivable | 12 Months Ended |
Dec. 28, 2014 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |
Notes Receivable | Note 7. Notes Receivable |
In May and June 2013, the Company made loans to certain of its franchisees in the aggregate original principal amount of $40,507 to assist them with the payment of franchise fees owed to the Company and the payment of other business expenses incurred by the franchisees in running their respective restaurants. The loans are for terms ranging from one year to three years in duration, are payable in monthly installments, and do not require the payment of any interest. Payments in the aggregate amount of $10,313 and $25,000 were made against the loans during the years ended December 28, 2014 and December 29, 2013, respectively. | |
In December 2013, the Company loaned $6,000 to DWG Acquisitions, LLC, a Florida limited liability company (“DWG Acquisitions”). The loan was interest free and payable on demand. The loan was paid off in full by Blue Victory Holdings, Inc., a Nevada corporation (“Blue Victory”), during the year ended December 29, 2014. The repayment was made by Blue Victory in the form of a reduction in the balance of the loans outstanding under the revolving line of credit facility that Blue Victory extended to the Company in September 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |
Between April and June 2014, the Company loaned $17,952 to DWG Acquisitions. The loan was interest free and payable on demand. The loan was paid off in full by Blue Victory during the year ended December 28, 2014. The repayment was made by Blue Victory in the form of a reduction in the balance of the loans outstanding under the revolving line of credit facility that Blue Victory extended to the Company in September 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |
In September 2014, the Company made a loan to one of its franchisees in the aggregate original principal amount of $6,329. The loan is for a term of three years, is payable in monthly installments, and does not require the payment of any interest. Payments in the aggregate amount of $503 were made against the loan during the year ended December 28, 2014. | |
In October 2014, the Company loaned $3,700 to Yobe Acquisition, LLC (“Yobe Acquisition”). The loan is interest free and payable on demand. No payments were made under the loan during the year ended December 28, 2014. | |
In November and December 2014, the Company loaned a total of $14,900 to Quantum Leap QSR, LLC (“Quantum Leap”). The loan is interest free and payable on demand. No payments were made under the loan during the year ended December 28, 2014. | |
The carrying value of the Company’s outstanding notes receivable was $29,590 at December 28, 2014. A total of $10,990 of the notes receivable are reflected in cash flows from operating activities because the loans were made to assist the respective franchisees with the payment of franchisee fees owed to the Company. The remaining balance of $18,600 of the notes receivable are reflected in cash flows from investing activities because the loans were not made in connection with the payment of franchise fees, royalties or other revenue owed to the Company. | |
The carrying value of the Company’s outstanding notes receivable was $21,507 at December 29, 2013. A total of $7,500 of the notes receivable are reflected in cash flows from operating activities because the loans were made to assist the respective franchisees with the payment of franchisee fees owed to the Company. The remaining balance of $14,007 of the notes receivable are reflected in cash flows from investing activities because the loans were not made in connection with the payment of franchise fees, royalties or other revenue owed to the Company. |
Debt_Obligations
Debt Obligations | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Obligations | Note 8. Debt Obligations | ||||||||
The carrying value of the Company’s outstanding promissory notes, net of unamortized discount, was $14,420 and $138,772 at December 28, 2014 and December 29, 2013, respectively, of which $11,000 was in default on each of those dates. Accrued interest under the Company’s outstanding promissory notes was $11,480 and $1,255 at December 28, 2014 and December 29, 2013, respectively. | |||||||||
A summary of the terms of the promissory notes that were outstanding during the years ended December 28, 2014 and December 29, 2013 is provided below. | |||||||||
In October 2008, the Company entered into a loan agreement with Bank of America, N.A. (“Bank of America”) for an original principal amount of $338,138 pursuant to which the Company consolidated five separate loans that Bank of America had made to the Company prior to that date. The loan bore interest at a rate of 7% per annum and required equal monthly payments of principal and interest of $6,711 per month until November 3, 2013. The loan was secured by substantially all of the Company’s assets and was guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts, Inc. (“Hot Wings Concepts”). In February 2010, the Company entered into a forbearance agreement with Bank of America pursuant to which the Company agreed to pay $50,000 towards the outstanding balance of the loan and make monthly interest payments until November 15, 2010, at which time the entire loan would become due and payable. In February 2011, the Company entered into an amendment to the forbearance agreement with Bank of America pursuant to which the Company agreed to make monthly payments of interest only until December 3, 2011, at which time the entire loan would become due and payable, and agreed to pay a forbearance extension fee of $5,000. In June 2011, Bank of America agreed to accept payments of $2,000 per month to be applied towards the outstanding principal until January 8, 2012, at which time the full balance of the loan was required to be paid off in full. | |||||||||
In March 2013, the Company entered into a settlement and release agreement with Bank of America pursuant to which the Company paid $50,000 to Bank of America in full and final settlement of all outstanding principal, accrued but unpaid interest, and all other claims and amounts owed to Bank of America in connection with the loan. As part of the settlement agreement, the Company and the guarantors of the loan, on the one hand, and Bank of America, on the other hand, granted each other a release from any and all current and future claims related to the loan and the loan agreement. The Company owed a total of $370,798 of principal, accrued interest and other claims to Bank of America in connection with the loan on the date the settlement agreement was executed. Accordingly, the Company recognized a gain on settlement of debt of $320,798 in connection therewith during the year ended December 29, 2013. | |||||||||
During the fourth quarter of 2008, the Company issued promissory notes to four investors for a total original principal amount of $11,000 in return for aggregate cash proceeds of $11,000. The notes bear interest at a rate of 6% per annum and provide for the payment of all principal and interest three years after the date of the respective notes. The notes provide for the payment of a penalty in an amount equal to 10% of the principal amount of the notes in the event they are not paid by the end of the term. These notes are currently in default. | |||||||||
In January 2012, the Company issued a promissory note to The Carl Collins Trust for an original principal amount of $50,000 in return for aggregate gross cash proceeds of $50,000. The note bore interest in an amount equal to $5,000 and provided for the payment of all principal and interest on March 6, 2012. The note was secured by: (i) all royalties payable to the Company by its franchisees that accrued prior to December 2, 2011, but had not been paid to the Company by January 6, 2012, and (ii) 142,858 shares of the Company’s common stock that had been issued to Raymond H. Oliver. | |||||||||
On October 4, 2013, the note was assigned by The Carl Collins Trust to Brusta Investments, LLC (“Brusta Investments”) and D. Dale Thevenet. | |||||||||
On November 1, 2013, the Company entered into a settlement agreement and release with Brusta Investments and Mr. Thevenet. Under the terms of the Settlement Agreement, the Company agreed to issue 21,429 shares of its common stock to Brusta Investments and 7,143 shares of its common stock to Mr. Thevenet in full payment of all principal and accrued interest and all other amounts due and payable under the note. In addition, Brusta Investments and Mr. Thevenet agreed to release the Company from any and all claims that they may have against the Company with respect to the note. A total of $55,000 of principal and accrued interest was outstanding under the note on November 1, 2013. No gain or loss was recognized in connection with the repayment of the note during the year ended December 29, 2013 because the value of the shares of common stock issued to Brusta Investments and Mr. Thevenet was equal to the value of the principal, accrued interest and all other amounts due and payable under the note. | |||||||||
From January 2012 to September 13, 2013, Blue Victory made loans to the Company for a total of $415,316. The loans were interest free and payable on demand. | |||||||||
On September 13, 2013, the Company entered into a loan agreement with Blue Victory pursuant to which Blue Victory agreed to extend a revolving line of credit facility to the Company for up to $1 million. Under the terms of the loan agreement, Blue Victory agreed to make loans to the Company in such amounts as the Company may request from time to time, provided that the total amount of loans requested in any calendar month may not exceed $150,000. All loan requests are subject to approval by Blue Victory. The Company may use the proceeds from the credit facility for general working capital purposes. | |||||||||
The credit facility is unsecured, accrues interest at a rate of 6% per annum, and will terminate upon the earlier to occur of the fifth anniversary of the loan agreement or the occurrence of an event of default (the “Termination Date”). The outstanding principal balance of the credit facility and any accrued and unpaid interest thereon are payable in full on the Termination Date. Loans may be prepaid by the Company without penalty and borrowed again at any time prior to the Termination Date. The obligation of the Company to pay the outstanding balance of the credit facility is evidenced by a promissory note that was issued by the Company to Blue Victory on September 13, 2013. | |||||||||
Blue Victory has the right, at any time on or after September 13, 2013, to convert all or any portion of the outstanding principal of the credit facility, together with accrued interest payable thereon, into shares of the Company’s common stock at a conversion rate equal to: (i) the closing price of the common stock on the date immediately preceding the conversion date if the common stock is then listed on the OTC Bulletin Board or a national securities exchange, (ii) the average of the most recent bid and ask prices on the date immediately preceding the conversion date if the common stock is then listed on any of the tiers of the OTC Markets Group, Inc., or (iii) in all other cases, the fair market value of the common stock as determined by the Company and Blue Victory. Notwithstanding the above, in the event the Company does not have adequate shares of common stock authorized and available for issuance to be able to fulfill a conversion request, or the Company would breach its obligations under the rules or regulations of any trading market on which its shares of common stock are then listed if it fulfilled a conversion request, Blue Victory will amend the conversion notice to reduce the amount of principal and/or interest for which the conversion was requested to that amount for which an adequate number of shares of common stock is authorized and available for issuance by the Company. | |||||||||
As of September 13, 2013, the Company had outstanding loans from Blue Victory that were interest free and payable on demand in the aggregate amount of $415,316. Pursuant to the terms of the loan agreement, these loans were reflected as loans outstanding under the loan agreement. Accordingly, the outstanding principal amount of the credit facility on September 13, 2013 was $415,316. | |||||||||
Between September 14, 2013 and November 5, 2013, the Company borrowed an additional $56,971 under the credit facility. | |||||||||
On November 5, 2013, the Company had a total of $475,626 of principal and accrued but unpaid interest outstanding under the credit facility. On that date, Blue Victory converted all of the outstanding principal and accrued interest into a total of 243,911 shares of the Company’s common stock. No gain or loss was recognized in connection with the conversion because the conversion was made in accordance with the terms of the credit facility. | |||||||||
Between November 6, 2013 and January 21, 2014, the Company borrowed an additional $567,662 under the credit facility. | |||||||||
On January 21, 2014, the Company had a total of $570,529 of principal and accrued but unpaid interest outstanding under the credit facility. On that date, Blue Victory converted all of the outstanding principal and accrued interest into a total of 326,017 shares of the Company’s common stock. No gain or loss was recognized in connection with the conversion because the conversion was made in accordance with the terms of the credit facility. | |||||||||
Between January 22, 2014 and June 29, 2014, the Company borrowed an additional $237,410 under the credit facility, and between June 30, 2014 and December 28, 2014, the Company repaid $233,990 under the credit facility. Accordingly, as of December 28, 2014, the outstanding principal amount of the credit facility was $3,420. | |||||||||
In December 2013, the Company borrowed $5,000 from Star Brands II, a Louisiana limited liability company. The loan was interest free and payable on demand. The loan was paid off in full by Blue Victory during the year ended December 28, 2014. The payment was made by Blue Victory in the form of a loan under the revolving line of credit facility that Blue Victory extended to the Company in September 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |||||||||
The carrying value of the Company’s outstanding promissory notes, net of unamortized discount, was $14,420 and $138,772 at December 28, 2014 and December 29, 2013, respectively, as follows: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Notes payable – related party | $ | 3,420 | $ | 127,772 | |||||
Notes payable – in default | 11,000 | 11,000 | |||||||
Total notes payable, net | $ | 14,420 | $ | 138,772 |
Capital_Stock
Capital Stock | 12 Months Ended |
Dec. 28, 2014 | |
Stockholders Equity Note [Abstract] | |
Capital Stock | Note 9. Capital Stock |
The Company’s authorized capital consisted of 100,000,000 shares of Class A common stock, par value $0.01 per share, at December 28, 2014 and December 29, 2013, respectively, of which 6,362,464 and 5,659,418 shares of common stock were outstanding at December 28, 2014 and December 29, 2013, respectively. | |
Reverse Stock Split | |
On October 24, 2013, the Company filed articles of amendment to its articles of incorporation, as amended, to implement a one-for-seven reverse stock split of its shares of Class A common stock. The ratio for the reverse stock split was determined by the Company’s board of directors pursuant to the approval of the Company’s stockholders at a special meeting of stockholders that was held on October 21, 2013. At that meeting, the Company’s stockholders approved a proposal to amend the Company’s articles of incorporation, as amended, to complete a reverse stock split of the Company’s common stock at any whole number ratio of between 1-for-5 and 1-for-50, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse stock split to be determined by the Company’s board of directors, in its discretion, following stockholder approval, but not later than December 31, 2014. The reverse stock split was completed on November 4, 2013, on which date the Company’s common stock began trading on the OTCQB marketplace maintained by the OTC Markets Group, Inc. on a post-split basis. | |
As a result of the reverse stock split, every seven shares of the Company’s issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock without any further action on the part of the Company’s stockholders. The number of shares authorized for issuance and the par value of the shares did not change. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. The reverse stock split did not affect any stockholder’s percentage ownership interest or proportionate voting power or other rights in the Company’s common stock, except to the extent that any stockholder received whole shares in lieu of fractional shares. | |
Stock Issuances | |
In January 2013, the Company appointed Richard W. Akam to serve as its Chief Operating Officer. In connection therewith, the Company entered into an employment agreement with Mr. Akam. The employment agreement provides in part that on July 22, 2013, the Company would grant Mr. Akam shares of its common stock equal in value to $50,000 if Mr. Akam is continuously employed by the Company through that date. The number of shares of common stock that the Company would issue to Mr. Akam would be calculated based on the last sales price of the Company’s common stock as reported by the OTC Bulletin Board on July 22, 2013. On July 22, 2013, the Company issued 71,429 shares of common stock to Mr. Akam. The Company recognized $50,000 of stock compensation expense in connection therewith during the year ended December 29, 2013. | |
The employment agreement between the Company and Mr. Akam also provides that the Company will grant Mr. Akam additional shares of its common stock equal in value to $50,000 on January 1st of each year thereafter if Mr. Akam is continuously employed by the Company through January 1st of the applicable year. The number of shares of common stock that the Company will issue to Mr. Akam for each applicable year will be calculated based on the average of the last sales price of shares of the Company’s common stock as reported on the OTC Bulletin Board for the month of January of the applicable year. The Company recognized $49,080 of stock compensation expense in connection therewith during the year ended December 29, 2013, all of which was credited to stock subscriptions payable. A description of the employment agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In November 2013, the Company issued a total of 28,572 shares of common stock to Brusta Investments and D. Dale Thevenet pursuant to the terms of a settlement agreement in full payment of $55,000 of principal and accrued interest that was outstanding under the promissory note that had originally been issued by the Company to The Carl Collins Trust in January 2012. A description of the promissory note and settlement agreement is set forth herein under Note 8. Debt Obligations. | |
In November 2013, the Company issued a total of 243,911 shares of common stock to a limited number of accredited investors upon Blue Victory’s conversion of $475,626 of principal and accrued but unpaid interest outstanding under the credit facility entered into between the Company and Blue Victory in September 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |
On January 1, 2014, Richard W. Akam, the Company’s Chief Executive Officer, Chief Operating Officer and Secretary, earned 28,433 shares of common stock under the terms of his employment agreement with the Company. The Company recognized $920 of stock compensation expense in connection therewith during the year ended December 28, 2014. A description of the employment agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
On January 20, 2014, the Company purchased a 50% ownership interest in Paradise on Wings in exchange for $400,000 in cash and 235,295 shares of common stock. A description of the investment in Paradise on Wings is set forth herein under Note 4. Investment in Paradise on Wings. | |
On January 21, 2014, the Company issued a total of 326,017 shares of common stock to a limited number of accredited investors upon Blue Victory’s conversion of $570,529 of principal and accrued but unpaid interest outstanding under the credit facility entered into between the Company and Blue Victory in September 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |
On February 27, 2014, the Company entered into a securities purchase agreement with Seenu G. Kasturi pursuant to which Mr. Kasturi agreed to purchase 206,061 shares of the Company’s common stock for $340,000. The price per share of common stock paid by Mr. Kasturi was equal to the closing price of the Company’s common stock on the OTCQB on the day immediately preceding the date the transaction was completed. Mr. Kasturi paid for the shares through the issuance of a promissory note in favor of the Company in the amount of $340,000. The promissory note is unsecured, accrues interest at a rate of 6% per annum, and has a maturity date of March 31, 2015. The principal and interest are payable in four equal quarterly installments of $85,000 beginning June 30, 2014. The investment was reflected in stock subscriptions receivable at December 28, 2014. As of December 28, 2014, Mr. Kasturi had paid $170,000 to the Company under the promissory note. | |
On September 30, 2014, the Company issued 50,000 shares of its common stock to a consultant as full payment for outstanding fees that were due and payable. The shares were valued at a price per share equal to the closing price of the Company’s common stock on the OTCQB on the date the transaction was completed. The Company recognized $20,000 of stock compensation expense in connection therewith during the year ended December 28, 2014. |
Stock_Options_and_Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 28, 2014 | |
Stock Options and Warrants [Abstract] | |
Stock Options and Warrants | Note 10. Stock Options and Warrants |
The Company did not issue any stock options or warrants exercisable into shares of the Company’s common stock during the years ended December 28, 2014 and December 29, 2013, and no stock options or warrants were exercised or outstanding during the years ended December 28, 2014 and December 29, 2013. |
Stock_Compensation_Plans
Stock Compensation Plans | 12 Months Ended |
Dec. 28, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Plans | Note 11. Stock Compensation Plans |
American Restaurant Concepts, Inc. 2011 Stock Incentive Plan | |
In August 2011, the Company adopted the American Restaurant Concepts, Inc. 2011 Stock Incentive Plan. Under the plan, 1,214,286 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards. As of December 28, 2014, 142,858 shares of the Company’s common stock remained available for issuance under the plan. The plan terminates in August 2021. On August 18, 2011, the Company filed a registration statement on Form S-8, File No. 333-176383, with the SEC covering the public sale of all 1,214,286 shares of common stock available for issuance under the plan. | |
ARC Group 2014 Stock Incentive Plan | |
In June 2014, the Company adopted the ARC Group, Inc. 2014 Stock Incentive Plan. Under the plan, 1,000,000 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards. As of December 28, 2014, all 1,000,000 shares of the Company’s common stock remained available for issuance under the plan. The plan terminates in June 2024. |
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 28, 2014 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 12. Related-Party Transactions |
In June 2007, the Company entered into a license agreement with Moose River, which is wholly owned by Michael Rosenberger, pursuant to which the Company licensed the U.S. registered trademarks “Dick’s Wings,” “Dick’s Wings & Grill” and design, and “Dick’s Wings Express” and design, and the Florida registered trademark “Dick’s Wings” and design. The Company paid Moose River $100 as consideration for the license. The license agreement was for a term of 50 years and was renewable for an additional term of 50 years. Mr. Rosenberger served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, and as a member of the Company’s board of directors, at the time the parties entered into the agreement and throughout the duration of the license agreement. In July 2013, Mr. Rosenberger assigned all of the trademarks to the Company. A description of the trademark assignment is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In October 2008, the Company entered into a loan agreement with Bank of America for an original principal amount of $338,138. The loan accrued interest at a rate of 7% per annum, was secured by substantially all of the Company’s assets, and was guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts. Mr. Rosenberger served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, and as a member of the Company’s board of directors, when the loan agreement was executed and throughout the duration of the loan agreement. In March 2013 the Company entered into a settlement and release agreement with Bank of America pursuant to which the Company paid $50,000 in full and final settlement of all outstanding principal, accrued but unpaid interest, and all other claims and amounts owed to Bank of America under the loan agreement. A description of the loan agreement and the settlement and release agreement is set forth herein under Note 8. Debt Obligations. | |
In January 2012, the Company entered into an employment agreement with Michael Rosenberger, who served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, and as a member of the Company’s board of directors, from April 25, 2000 to July 31, 2013. In July 2013, the Company entered into a separation agreement and consulting agreement with Mr. Rosenberger in connection with his resignation from all such positions with the Company and as a member of the Company’s board of directors. A description of the employment agreement, separation agreement and consulting agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In January 2013, the Company entered into an employment agreement with Richard W. Akam in connection with his appointment as the Company’s Chief Operating Officer. Mr. Akam currently serves as the Company’s Chief Executive Officer, Chief Operating Officer and Secretary. A description of the employment agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
In July 2013, the Company entered into a sponsorship agreement with the Jacksonville Jaguars, LLC and, in connection therewith, in August 2013, entered into a subcontractor concession agreement with Levy Premium Foodservice Limited Partnership. The Company subsequently assigned all of its rights and obligations under the concession agreement to DWG Acquisitions in return for a fee of $2,000 per month for each full or partial month during which the concession agreement is in effect. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. The Company generated revenue of $24,000 from DWG Acquisitions under the concession agreement during the year ended December 28, 2014, of which $12,000 was reflected in accounts receivable at December 28, 2014. | |
In September 2013, the Company entered into a loan agreement with Blue Victory pursuant to which Blue Victory agreed to extend a revolving line of credit facility to the Company for up to $1 million. The credit facility is unsecured, accrues interest at a rate of 6% per annum, and will terminate upon the earlier to occur of the fifth anniversary of the loan agreement or the occurrence of an event of default. Blue Victory has the right, at any time on or after September 13, 2013, to convert all or any portion of the outstanding principal of the credit facility, together with accrued interest payable thereon, into shares of the Company’s common stock at a price per share equal to the closing price of the Company’s common stock on the OTCQB on the day immediately preceding the date the transaction was completed. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and 90% of the equity interests in Blue Victory. He also serves as the President, Treasurer and Secretary, and as the sole member of the board of directors, of Blue Victory. Fred Alexander serves as a member of the Company’s board of directors and as an executive officer of Blue Victory, and Daniel Slone serves as the Company’s Chief Financial Officer and as the controller of Blue Victory. The Company had total loans of $3,420 outstanding under the credit facility as of December 28, 2014. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |
In October 2013, DWG Acquisitions became the franchisee of the Dick’s Wings restaurant located in the Nocatee development in Ponte Vedra, Florida. In connection therewith, DWG Acquisitions entered into a franchise agreement with the Company. The terms of the franchise agreement were identical to those of the franchise agreements that the Company enters into with unrelated franchisees, except that the Company did not require DWG Acquisitions to pay a franchise fee to the Company. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. The Company generated a total of $52,328 in royalties from DWG Acquisitions under the agreement during the year ended December 28, 2014. | |
In December 2013, the Company loaned $6,000 to DWG Acquisitions. The loan was interest free and payable on demand. The loan was paid off in full by Blue Victory during the year ended December 28, 2014. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. A description of the loan is set forth herein under Note 7. Notes Receivable. | |
In December 2013, the Company borrowed $5,000 from Star Brands II, LLC, a Louisiana limited liability company (“Star Brands II”). The loan was interest free and payable on demand. The loan was paid off in full by Blue Victory during the year ended December 28, 2014. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and 70% of the equity interests in Star Brands II. He also serves as the Manager of Star Brands II. A description of the loan is set forth herein under Note 8. Debt Obligations. | |
In February 2014, the Company entered into a securities purchase agreement with Seenu G. Kasturi pursuant to which Mr. Kasturi agreed to purchase 206,061 shares of the Company’s common stock for $340,000. The price per share of common stock paid by Mr. Kasturi was equal to the closing price of the Company’s common stock on the OTCQB on the day immediately preceding the date the transaction was completed. Mr. Kasturi paid for the shares through the issuance of a promissory note in favor of the Company in the amount of $340,000. The promissory note is unsecured, accrues interest at a rate of 6% per annum, and has a maturity date of March 31, 2015. The principal and interest are payable in four equal quarterly installments of $85,000 beginning June 30, 2014. Mr. Kasturi owns approximately 8.9% of the Company’s common stock and 90% of the equity interests in Blue Victory. He also serves as the President, Treasurer and Secretary, and as the sole member of the board of directors, of Blue Victory. | |
In May 2014, DWG Acquisitions became the franchisee of the Dick’s Wings restaurant located on Youngerman Circle in Argyle Village in Jacksonville, Florida. In connection therewith, DWG Acquisitions entered into a franchise agreement with the Company. The terms of the franchise agreement were identical to those of the franchise agreements that the Company enters into with unrelated franchisees, except that the Company did not require DWG Acquisitions to pay a franchise fee to the Company. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. The Company generated a total of $54,611 in royalties from DWG Acquisitions under the agreement during the year ended December 28, 2014. | |
Between April and June 2014, the Company loaned $17,952 to DWG Acquisitions. The loan was interest free and payable on demand. The loan was paid off in full by Blue Victory during the year ended December 28, 2014. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. A description of the loan is set forth herein under Note 7. Notes Receivable. | |
In October 2014, the Company loaned $3,700 to Yobe Acquisition. The loan is interest free and payable on demand. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and all of the equity interests in Yobe Acquisition. He also serves as the managing member of Yobe Acquisition. A description of the loan is set forth herein under Note 7. Notes Receivable. | |
In November and December 2014, the Company loaned a total of $14,900 to Quantum Leap. The loan is interest free and payable on demand. Ketan Pandya is a director of the Company and owns approximately 70% of the equity interests in Quantum Leap. He also serves as the managing member of Quantum Leap. A description of the loan is set forth herein under Note 7. Notes Receivable. | |
In December 2014, DWG Acquisitions became the franchisee of the Dick’s Wings restaurant located on Gornto Road in Valdosta, Georgia. In connection therewith, DWG Acquisitions entered into a franchise agreement with the Company. The terms of the franchise agreement were identical to those of the franchise agreements that the Company enters into with unrelated franchisees. Seenu G. Kasturi owns approximately 8.9% of the Company’s common stock and all of the equity interests in DWG Acquisitions. He also serves as the President, Treasurer and Secretary, and sole member, of DWG Acquisitions. The Company generated a total of $54,611 in royalties from DWG Acquisitions under the agreement during the year ended December 28, 2014. |
Judgments_in_Legal_Proceedings
Judgments in Legal Proceedings | 12 Months Ended |
Dec. 28, 2014 | |
Judgment In Legal Proceedings [Abstract] | |
Judgments in Legal Proceedings | Note 13. Judgments in Legal Proceedings |
On October 28, 2009, the Company initiated a legal proceeding entitled American Restaurant Concepts, Inc. vs. Cala, et al was filed in in the United States District Court for the Middle District of Florida, Jacksonville Division, in Duval County. In the complaint, the Company alleged damages for trademark infringement. Also on that date, a legal proceeding entitled Cala v. Rosenberger et al. was filed with the Fourth Judicial Circuit Court in and for Duval County, Florida. In the complaint, the plaintiff alleged damages for breach of contract. In January 2010, the parties to each of the actions entered into a settlement agreement with respect to both actions pursuant to which the Company agreed to pay $250,000 in full settlement of the legal proceedings. In early 2010, Cala breached the terms of the settlement agreement, relieving the Company of any further obligations under the settlement agreement. The Company made total payments of $40,000 under the settlement agreement prior to the breach by Cala. Accordingly, the remaining balance of $210,000 under the settlement agreement was reflected in settlement agreements payable at December 28, 2014 and December 29, 2013. | |
On February 25, 2011, a legal proceeding entitled Duval Station Investment, LLC vs. Hot Wing Concepts, Inc. d/b/a Dick’s Wings and Grill, and American Restaurant Concepts, Inc. was filed with the Fourth Judicial Circuit Court in and for Duval County, Florida. In the complaint, the plaintiff alleged damages for breach of guaranty. On October 4, 2011, a final judgment was entered by the court in favor of the plaintiff in the amount of $161,747, and on November 11, 2011 a final judgment for attorneys’ fees and costs was entered in favor of the plaintiff in the amount of $33,000. These judgments, together with accrued interest of $2,369 thereon, resulted in a total loss from legal proceedings of $197,116 during the year ended December 25, 2011. This loss was reflected in settlement agreements payable at December 28, 2014 and December 29, 2013. Interest expense in the amount of $10,440 and $11,241 was accrued on the outstanding balance of the settlement agreement payable during the years ended December 28, 2014 and December 29, 2013, respectively. The interest expense was credited to settlement agreements payable. | |
On November 30, 2012, a mediation settlement agreement was entered into by and among Summercove, Inc. d/b/a Capodice & Associates, as plaintiff, and the Company, Michael Rosenberger and Robert Shaw, as defendants, with respect to a legal proceeding entitled Summercove, Inc. d/b/a/ Capodice & Associates vs. American Restaurant Concepts, Inc. d/b/a Dick’s Wings & Grill, et al., filed in the Circuit Court for Sarasota County, Florida. Under the terms of the agreement, the Company and Messrs. Rosenberger and Shaw agreed to pay a total of $35,000 in seven monthly installments of $5,000 commencing December 5, 2012. This settlement, together with accrued mediator costs of $1,190, resulted in a total loss from legal proceedings of $36,190 during the year ended December 30, 2012. This loss was reflected in settlement agreements payable at December 30, 2012. The Company paid $5,000 of the settlement amount during the year ended December 30, 2012, and paid the remaining balance of $31,190 during the year ended December 29, 2013. | |
In April 2012, a legal proceeding entitled J. David Eberle vs. American Restaurant Concepts, Inc. was filed with the Circuit Court, Fourth Judicial Circuit in and for Duval County, Florida. In the complaint, J. David Eberle, one of the Company’s former employees, alleged damages for breach of contract, unjust enrichment, promissory estoppel and unpaid wages pursuant to Florida Statute § 448.08. In January 2014, the Company entered into a settlement agreement and release with Mr. Eberle pursuant to which the Company agreed to pay Mr. Eberle $100,000, such amount to be paid in six monthly payments of $16,667 beginning March 1, 2015, and agreed to issue 57,142 shares of its common stock to Mr. Eberle. In consideration thereof, Mr. Eberle agreed to release the Company from any and all claims that were asserted or that could have been asserted by Eberle in the legal proceeding, and the complaint was dismissed with prejudice. | |
In January 2014, a legal proceeding entitled Marcia L. Danzeisen, Larry Simpson and M&MSquared, LLC, vs. American Restaurant Concepts, Inc. was filed with the Circuit Court, Fourth Judicial Circuit in and for Duval County, Florida. In the complaint, one of the Company’s former franchisees alleged damages for breach of contract and unjust enrichment relating to a franchise agreement that the Company had entered into with them in September 2012. In August 2014, the court granted the Company’s motion to dismiss the complaint. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 28, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events |
In January 2015, Richard Akam earned 71,429 shares of common stock under the terms of his employment agreement with the Company. A description of Mr. Akam’s employment agreement is set forth herein under Note 6. Commitments and Contingencies. | |
In January 2015, the Company issued 57,142 shares of its common stock to J. David Eberle pursuant to the terms of the settlement agreement and release that the Company entered into with him in connection with the settlement of the legal proceeding commenced by Mr. Eberle against the Company in April 2012. A description of the legal proceeding and settlement and release agreement is set forth herein under Note 13. Judgments in Legal Proceedings. | |
In February 2015, the Company issued 10,000 shares of its common stock to one of its non-executive employees as incentive compensation. | |
During the period beginning December 29, 2014 and ending on the date these financial statements were issued, the Company borrowed an additional $48,700 from Blue Victory under the revolving line of credit facility that Blue Victory extended to the Company in September 2013. A description of the credit facility is set forth herein under Note 8. Debt Obligations. | |
There have been no other significant subsequent events through the date these financial statements were issued. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation | Basis of Presentation | ||||||||
The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. | |||||||||
Estimates | Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||
Reclassifications | Reclassifications | ||||||||
Certain amounts in the Company’s financial statements for 2013 have been reclassified to conform to the 2014 presentation. These reclassifications did not result in any change to the previously reported total assets, net loss or stockholders’ deficit. | |||||||||
Reverse Stock Split | Reverse Stock Split | ||||||||
As described in Note 9. Capital Stock, the Company completed a one-for-seven reverse stock split of its shares of common stock on November 4, 2013. All information set forth in the Company’s financial statements and the notes thereto gives effect to the reverse stock split. | |||||||||
Fiscal Year | Fiscal Year | ||||||||
The Company utilizes a 52- or 53-week accounting period that ends on the last Sunday in December. Each of the fiscal years ended December 28, 2014 and December 29, 2013 were comprised of 52 weeks. | |||||||||
On June 18, 2014, the Company’s board of directors approved a resolution changing the Company’s fiscal year end from the last Sunday in December of the applicable calendar year to December 31st. The change will be effective beginning with the Company’s 2015 fiscal year. Pursuant to Rules 13a-10 and 15d-10 of the Securities Exchange Act of 1934, as amended, the Company is not required to file a transition report in connection with the change of its fiscal year end. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
The Company’s revenue consists primarily of royalty payments, franchise fees and area development fees that it receives from its franchisees. The Company generates revenue by entering into franchise agreements with parties to build and operate restaurants using the Dick’s Wings® brand within a defined geographical area. The agreements have a 10-year term and can be renewed for one additional 10-year term. The Company provides the use of its Dick’s Wings trademarks and Dick’s Wings system, which includes uniform operating procedures, standards for consistency and quality of products, technical knowledge, and procedures for accounting, inventory control and management, in return for the royalty payments, franchise fees and area development fees. | |||||||||
Franchisees are required to operate their restaurants in compliance with their franchise agreements, which includes adherence to operating and quality control procedures established by the Company. The Company is not required to provide loans, leases, or guarantees to franchisees or the franchisees’ employees and vendors. If a franchisee becomes financially distressed, the Company is not required to provide financial assistance. If financial distress leads to insolvency of the franchisee or the filing of a petition by or against the franchisee under bankruptcy laws, the Company has the right, but not the obligation, to acquire the franchise at fair value as determined by an independent appraiser selected by the Company. Franchisees generally remit royalty payments weekly for the prior week’s sales. Franchise and area development fees are paid upon the signing of the related agreements. | |||||||||
The Company recognizes the royalties, franchise fees and area development fees that it receives as revenue when persuasive evidence of an arrangement exists, delivery or performance has occurred, the sales price is fixed and determinable, and collectability is reasonably assured in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. Royalties are accrued as earned and are calculated each period based on restaurant sales. Franchise fee revenue from individual franchise sales is recognized upon the opening of the franchised restaurant when all material obligations and initial services to be provided by the Company have been performed. Area development fees are dependent upon the number of restaurants in the territory, as are the Company’s obligations under the area development agreement. Consequently, as obligations are met, area development fees are recognized proportionally with expenses incurred with the opening of each new restaurant and any royalty-free periods. | |||||||||
The Company generated revenue of $588,856 and $489,816 during the years ended December 28, 2014 and December 29, 2013, respectively. | |||||||||
Cash Equivalents | Cash Equivalents | ||||||||
The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents in accordance with ASC Topic 305, Cash and Cash Equivalents. The Company had cash and cash equivalents of $5,062 at December 29, 2013. The Company did not have any cash and cash equivalents at December 28, 2014. | |||||||||
Accounts Receivable | Accounts Receivable | ||||||||
Accounts receivable consists primarily of contractually-determined receivables primarily for franchise fees and royalties due from, but not yet paid by, the Company’s franchisees. Accounts receivable, net of the allowance for doubtful accounts, represents the estimated net realizable value of the Company’s accounts receivable. Provisions for doubtful accounts are recorded based on historical collection experience, the age of the receivables and current economic conditions, and are written off when they are deemed uncollectible, all in accordance with ASC Topic 310, Receivables. The Company had accounts receivable, net of the allowance for doubtful accounts, of $43,033 and $25,524 at December 28, 2014 and December 29, 2013, respectively. | |||||||||
The accounts receivable balance at December 28, 2014 was comprised primarily of unpaid royalties due from one of the Company’s franchisees that was behind in its payments, all of which the Company expects to collect in full in early 2015. Accordingly, the allowance for doubtful accounts was zero at December 28, 2014. The accounts receivable balance at December 29, 2013 was comprised primarily of unpaid royalties due from two of the Company’s franchisees that were behind in their payments, all of which the Company expected to collect in full, and did collect in full, in early 2014. Accordingly, the allowance for doubtful accounts was zero at December 29, 2013. | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Property and equipment is stated at cost, less accumulated depreciation and amortization, in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Depreciation and amortization are calculated using the straight-line basis over the estimated useful lives of the related assets. The cost of major improvements to the Company’s property and equipment are capitalized. The cost of maintenance and repairs that do not improve or extend the life of the applicable assets is expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reported in the period realized. | |||||||||
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company had property and equipment of $4,674 and accumulated depreciation of $4,674 at December 28, 2014 and December 29, 2013. | |||||||||
Long-Lived Assets | Long-Lived Assets | ||||||||
The Company reviews long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 360. Recoverability is measured by comparison of the carrying amount of the assets to the future undiscounted net cash flows that the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company did not have any long-lived assets at December 28, 2014 and December 29, 2013. | |||||||||
Financial Instruments | Financial Instruments | ||||||||
The Company accounts for its financial instruments in accordance with ASC Topic 825, Financial Instruments, which requires the disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other short-term liabilities approximates their respective fair values due to the short-term maturities of these instruments. The carrying amounts of the notes receivable and notes payable also approximates their respective fair values since their terms are similar to those in the lending market for comparable loans with comparable risks. The fair value of related-party transactions is not determinable due to their related-party nature. None of these instruments are held for trading purposes. | |||||||||
Debt Discounts, Deferred Financing Costs and Imputed Interest | Debt Discounts, Deferred Financing Costs and Imputed Interest | ||||||||
The Company accounts for debt discounts and deferred financing costs in accordance with ASC Topic 470, Debt (“ASC 470”). Debt discounts and deferred financing costs are amortized through periodic charges to interest expense over the maximum term of the related financial instrument using the effective interest method. The Company did not incur any amortization of debt discounts and deferred financing costs during the years ended December 28, 2014 and December 29, 2013. | |||||||||
The Company accounts for imputed interest in accordance with ASC Topic 835, Interest. During the years ended December 28, 2014 and December 29, 2013, the Company borrowed funds from related parties pursuant to loans that were interest free and payable on demand. The loans did not have a definite term. Based upon the interest rates charged to the Company for comparable loans made to the Company in the recent past, the Company applied an imputed interest rate of 6% to the loans. In addition, since the loans did not have a definite term, the Company was unable to calculate a discount associated with the loans. As a result, the Company accounted for imputed interest with respect to the loans by recording interest expense as it was incurred. The Company incurred $75 and $11,686 of imputed interest during the years ended December 28, 2014 and December 29, 2013, respectively, which was credited to additional paid-in capital since the interest was not payable. | |||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the Company’s principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), the Company determines fair value using a fair value hierarchy that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the Company, and the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. | |||||||||
The levels of fair value hierarchy are: | |||||||||
Level 1: Quoted prices in active markets for identical assets and liabilities at the measurement date; | |||||||||
Level 2: Observable inputs other than quoted prices included in Level 1, such as: (i) quoted prices for similar assets and liabilities in active markets, (ii) quoted prices for identical or similar assets and liabilities in markets that are not active, and (iii) other inputs that are observable or can be corroborated by observable market data; and | |||||||||
Level 3: Unobservable inputs for which there is little or no market data available. | |||||||||
A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. In contrast, the Company considers unobservable data to be data that reflects the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. | |||||||||
Investments | Investments | ||||||||
On January 20, 2014, the Company purchased a 50% ownership interest in Paradise on Wings Franchise Group, LLC, a Utah limited liability company that is the franchisor of the Wing Nutz® brand of restaurants (“Paradise on Wings”). A description of the investment in Paradise on Wings is set forth herein under Note 4. Investment in Paradise on Wings. | |||||||||
The Company accounted for its investment in Paradise on Wings under the equity method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 323, Investments – Equity Method and Joint Ventures (“ASC 323”). ASC 323 provides that investments be accounted for under the equity method of accounting when the investor has the ability to exert significant influence, but not control, over the operating and financial policies of the investee. The determination of the level of influence that an investor has over each equity method investment involves consideration of such factors as the investor’s ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. Investments accounted for under the equity method are recorded at the fair value amount of the investor’s initial investment on the balance sheet and adjusted each period for the investor’s share of the investee’s income or loss. The investor’s share of the income or losses from equity investments is reported as a component of other income / (expense) in the statements of operations. Contributions paid to, and distributions received from, equity investees are recorded as additions or reductions, respectively, to the respective investment balance. | |||||||||
The Company reviews its investment in Paradise on Wings for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable in accordance with ASC 323. The standard for determining whether an impairment must be recorded under ASC 323 is whether an “other-than-temporary” decline in value of the investment has occurred. The evaluation and measurement of impairments under ASC 323 involves quantitative and qualitative factors and circumstances surrounding the investment, such as recurring operating losses, credit defaults and subsequent rounds of financing. If an unrealized loss on the investment is considered to be other-than-temporary, the loss is recognized in the period the determination is made and the value of the investment is reduced by the amount of the loss. | |||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||
The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), using the modified prospective transition method. Under this method, compensation expense includes: (a) compensation expense for all stock-based payments granted, but not yet vested, as of January 1, 2006 based on the grant-date fair value, and (b) compensation expense for all stock-based payments granted subsequent to January 1, 2006 based on the grant-date fair value. Such amounts have been reduced to reflect the Company’s estimate of forfeitures of all unvested awards. | |||||||||
The Company accounts for non-employee stock-based compensation in accordance with ASC 718 and ASC Topic 505, Equity (“ASC 505”). ASC 718 and ASC 505 require that the Company recognize compensation expense based on the estimated fair value of stock-based compensation granted to non-employees over the vesting period, which is generally the period during which services are rendered by non-employees. | |||||||||
The Company uses the Black-Scholes pricing model to determine the fair value of the stock-based compensation that it grants to employees and non-employees. The Black-Scholes pricing model takes into consideration such factors as the estimated term of the securities, the conversion or exercise price of the securities, the volatility of the price of the Company’s common stock, interest rates, and the probability that the securities will be converted or exercised to determine the fair value of the securities. The selection of these criteria requires management’s judgment and may impact the Company’s net income or loss. The computation of volatility is intended to produce a volatility value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used its share price history to determine volatility and cannot predict what the price of its shares of common stock will be in the future. As a result, the volatility value that the Company calculated may differ from the actual volatility of the price of its shares of common stock in the future. | |||||||||
The Company recognized stock compensation expense of $70,373 and $99,080 during the years ended December 28, 2014 and December 29, 2013, respectively. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company uses the liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized in the future. | |||||||||
Net deferred tax assets consisted of the following components at December 28, 2014 and December 29, 2013: | |||||||||
December 28, | December 29, | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 850,235 | $ | 784,758 | |||||
Deferred tax liabilities | --- | --- | |||||||
Valuation allowance | (850,235 | ) | (784,758 | ) | |||||
Net deferred tax asset | $ | --- | $ | --- | |||||
The Company had net operating loss carry-forwards of approximately $2,231,587 and $2,059,733 at December 28, 2014 and December 29, 2013, respectively, that may be offset against future taxable income between the years of 2022 and 2032. No tax benefit has been reported in the December 28, 2014 and December 29, 2013 financial statements because the potential tax benefit is offset by a valuation allowance of the same amount. The Company had no uncertain tax positions at December 28, 2014 and December 29, 2013. | |||||||||
Utilization of net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations contained in the Internal Revenue Code of 1986, as amended, as well as similar state and foreign provisions. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax, respectively. On November 2, 2012, William D. Leopold purchased 2,218,572 shares of the Company’s common stock, which represented approximately 41.2% of the outstanding shares of the Company’s common stock on that date, from Michael Rosenberger, who was then serving as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary and sole member of the Company’s board of directors. This transaction could be deemed to have resulted in a change in ownership of the Company. Subsequent ownership changes could further affect the limitation in future years. These annual limitation provisions may result in the expiration of certain net operating losses and credits before utilization. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue with Contracts from Customers (“ASU 2014-09”). ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for interim and annual periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating the impact of the updated guidance but it does not believe the adoption of ASU 2014-09 will have a significant impact on its financial statements. | |||||||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). This update requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding on certain principles that are currently in U.S. auditing standards. Specifically, ASU 2014-15: (i) provides a definition of the term substantial doubt, (ii) requires an evaluation every reporting period including interim periods, (iii) provides principles for considering the mitigating effects of management’s plans, (iv) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (v) requires an express statement and other disclosures when substantial doubt is not alleviated, and (vi) requires an assessment for a period of one year after the date that the financial statements are issued or available to be issued. This update is effective for the fiscal years ending after December 15, 2016 and for annual periods and interim periods thereafter. Early application is permitted. The Company has evaluated ASU 2014-15 and determined that it will not have a material impact on the Company’s financial statements. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of net deferred tax assets | December 28, | December 29, | |||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 850,235 | $ | 784,758 | |||||
Deferred tax liabilities | --- | --- | |||||||
Valuation allowance | (850,235 | ) | (784,758 | ) | |||||
Net deferred tax asset | $ | --- | $ | --- |
Investment_in_Paradise_on_Wing1
Investment in Paradise on Wings (Tables) | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Equity Method Investments and Joint Ventures [Abstract] | |||||
Schedule of summary of the unaudited income statement of Paradise on Wings | Period From | ||||
January 21, | |||||
2014 Through | |||||
December 28, | |||||
Statement of Operations | 2014 | ||||
Revenue | $ | 313,087 | |||
Operating expenses | (276,496 | ) | |||
Income from operations | 36,591 | ||||
Other income | 499 | ||||
Net income | $ | 37,090 | |||
Company’s share of net income | $ | 18,545 | |||
Schedule of summary of the unaudited balance sheet of Paradise on Wings | December 28, | ||||
Balance Sheet | 2014 | ||||
Current assets | $ | 89,968 | |||
Equity investment | 400,000 | ||||
Note receivable | 160,051 | ||||
Total assets | $ | 650,019 | |||
Total liabilities | $ | 43,300 | |||
Equity | 606,719 | ||||
Total liabilities and equity | $ | 650,019 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Schedule of equity investment in Paradise on Wings within the fair value hierarchy utilized to measure fair value on a recurring basis | Level 1 | Level 2 | Level 3 | ||||||||||
Equity investments – December 28, 2014 | $ | -0- | $ | 818,545 | $ | -0- | |||||||
Equity investments – December 29, 2013 | $ | -0- | $ | -0- | $ | -0- |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 28, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of future minimum annual payments | Lease | ||||
Year | Payment | ||||
2015 | $ | 22,768 | |||
2016 | 22,871 | ||||
2017 | 22,069 | ||||
2018 | -0- | ||||
2019 | -0- | ||||
Thereafter | -0- | ||||
Total | $ | 67,708 |
Debt_Obligations_Tables
Debt Obligations (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of outstanding promissory notes, net of unamortized discount | December 28, | December 29, | |||||||
2014 | 2013 | ||||||||
Notes payable – related party | $ | 3,420 | $ | 127,772 | |||||
Notes payable – in default | 11,000 | 11,000 | |||||||
Total notes payable, net | $ | 14,420 | $ | 138,772 |
Description_of_Business_Detail
Description of Business (Detail Textuals) | Dec. 28, 2014 |
Restaurant | |
Franchiser Disclosure [Line Items] | |
Number of franchised restaurants | 18 |
Dick's Wings & Grill full service restaurants | Florida | |
Franchiser Disclosure [Line Items] | |
Number of franchised restaurants | 16 |
Dick's Wings Express limited service restaurants | Georgia | |
Franchiser Disclosure [Line Items] | |
Number of franchised restaurants | 2 |
Significant_Accounting_Policie3
Significant Accounting Policies - Summary of net deferred tax assets (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Deferred tax assets: | ||
Net operating loss carryforwards | $850,235 | $784,758 |
Deferred tax liabilities | ||
Valuation allowance | -850,235 | -784,758 |
Net deferred tax asset |
Significant_Accounting_Policie4
Significant Accounting Policies (Detail Textuals) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Nov. 04, 2013 | Oct. 24, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 | |
Accounting Policies [Abstract] | |||||
Reverse stock split | one-for-seven | one-for-seven | |||
Term of franchise agreement | 10 years | ||||
Renewal of additional term of franchise agreement | 10 years | ||||
Generated revenue | $588,856 | $489,816 | |||
Cash and cash equivalents | 5,062 | 12,358 | |||
Accounts receivable, net of allowance for doubtful accounts | 43,033 | 25,524 | |||
Allowance for doubtful accounts | 0 | 0 | |||
Property and equipment | 4,674 | 4,674 | |||
Accumulated depreciation | 4,674 | 4,674 | |||
Imputed interest rate on loans | 6.00% | ||||
Imputed interest on non interest bearing loans | 75 | 11,686 | |||
Stock compensation expense | 70,373 | 99,080 | |||
Net operating loss carry forwards | $2,231,587 | $2,059,733 |
Significant_Accounting_Policie5
Significant Accounting Policies (Detail Textuals 1) | 0 Months Ended | |
Nov. 02, 2012 | Jan. 20, 2014 | |
Paradise on Wings Franchise Group, LLC | ||
Accounting Policies [Line Items] | ||
Percentage of ownership interest | 50.00% | |
William D Leopold | ||
Accounting Policies [Line Items] | ||
Number of common stock shares issued | 2,218,572 | |
Percentage of common stock outstanding shares | 41.20% |
Net_Loss_Per_Share_Detail_Text
Net Loss Per Share (Detail Textuals) | 0 Months Ended | 1 Months Ended |
Nov. 04, 2013 | Oct. 24, 2013 | |
Earnings Per Share [Abstract] | ||
Reverse stock split | one-for-seven | one-for-seven |
Investment_in_Paradise_on_Wing2
Investment in Paradise on Wings - Summary of the unaudited income statement of Paradise on Wings (Details) (USD $) | 12 Months Ended | 11 Months Ended |
Dec. 28, 2014 | Dec. 28, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||
Company's share of net income | $18,545 | |
Paradise on Wings Franchise Group, LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 313,087 | |
Operating expenses | -276,496 | |
Income from operations | 36,591 | |
Other income | 499 | |
Net income | 37,090 | |
Company's share of net income | $18,545 |
Investment_in_Paradise_on_Wing3
Investment in Paradise on Wings - Summary of the unaudited balance sheet of Paradise on Wings (Details 1) (Paradise on Wings Franchise Group, LLC, USD $) | Dec. 28, 2014 |
Paradise on Wings Franchise Group, LLC | |
Schedule of Equity Method Investments [Line Items] | |
Current assets | $89,968 |
Equity investment | 400,000 |
Note receivable | 160,051 |
Total assets | 650,019 |
Total liabilities | 43,300 |
Equity | 606,719 |
Total liabilities and equity | $650,019 |
Investment_in_Paradise_on_Wing4
Investment in Paradise on Wings (Detail Textuals) (Paradise on Wings Franchise Group, LLC, USD $) | 1 Months Ended |
Jan. 20, 2014 | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 50.00% |
Contribution agreement | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 50.00% |
Percentage of vote for use of contributed capital for permitted purpose | 60.00% |
Contribution agreement | Class A Membership Interests | |
Schedule of Equity Method Investments [Line Items] | |
Membership interest acquired | 117.65 |
Percentage of ownership interest | 50.00% |
Percentage of vote for all managers | 50.00% |
Percentage entitled to receive for all items of income, gain, losses, deductions and expenses | 0.5 |
Percentage of right to distributions related to income, gain, losses, deductions and expenses with ARC shares | 100.00% |
Contribution agreement | Class A Membership Interests | Maximum | |
Schedule of Equity Method Investments [Line Items] | |
Threshold limit for appointment of manager | 2 |
Contribution agreement | Class B Membership Interests | |
Schedule of Equity Method Investments [Line Items] | |
Membership interest acquired | 117.65 |
Percentage of ownership interest | 50.00% |
Agreed payment in cash as per terms of contribution agreement | 400,000 |
Consideration paid prior to closing of agreement | 350,000 |
Amount due upon closing of agreement | 50,000 |
Consideration paid in shares for capital contribution | 400,000 |
Bid price per share on morning of closing date | 1.7 |
Number of shares issued on closing date | 235,295 |
Threshold limit for appointment of manager | 1 |
Percentage of vote for all managers | 50.00% |
Percentage of vote for use of contributed capital for permitted purpose | 50.00% |
Percentage entitled to receive for all items of income, gain, losses, deductions and expenses | 0.5 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of equity investment within fair value hierarchy utilized to measure fair value on recurring basis (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity investment in Paradise on Wings | $818,545 | |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity investment in Paradise on Wings | 0 | 0 |
Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity investment in Paradise on Wings | 818,545 | 0 |
Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity investment in Paradise on Wings | $0 | $0 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Detail textuals) (Paradise on Wings Franchise Group, LLC) | Jan. 20, 2014 |
Paradise on Wings Franchise Group, LLC | |
Fair Value [Line Items] | |
Percentage of ownership interest | 50.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Summary of future minimum annual payments (Details) (USD $) | Dec. 28, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $22,768 |
2016 | 22,871 |
2017 | 22,069 |
2018 | 0 |
2019 | 0 |
Thereafter | 0 |
Total | $67,708 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Aug. 19, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | Jan. 01, 2012 | Jan. 01, 2014 | Jul. 22, 2013 | Jan. 22, 2013 | Dec. 01, 2013 | Oct. 15, 2013 | Sep. 01, 2013 | Jul. 31, 2013 | Jul. 12, 2013 | |
Commitments And Contingencies [Line Items] | ||||||||||||
Term of agreement | 10 years | |||||||||||
Gain loss on settlement of related party debt | $197,550 | |||||||||||
Number of common stock issued in connection with employment agreement | 28,433 | |||||||||||
Daniel Slone | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Annual base salary to be paid during the term of the agreement | 1 | |||||||||||
Employment Agreement | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Consulting expense | 1,699 | |||||||||||
Employment Agreement | Michael Rosenberger | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Term of agreement | 2 years | |||||||||||
Annual base salary to be paid during the term of the agreement | 150,000 | |||||||||||
Employment Agreement | Richard W Akam | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Term of agreement | 1 year | |||||||||||
Annual base salary to be paid during the term of the agreement | 150,000 | |||||||||||
Additional renewal term of agreement | 1 year | |||||||||||
Number of common stock issued in connection with employment agreement | 28,433 | 71,429 | ||||||||||
Amount of common stock connection with employee agreement | 50,000 | |||||||||||
Amount of additional shares of common stock to be issued | 50,000 | |||||||||||
Separation Agreement | Michael Rosenberger | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Settlement of compensation and reimbursement | 10,000 | |||||||||||
Gain loss on settlement of related party debt | 197,550 | |||||||||||
Consulting agreement | Michael Rosenberger | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Payments related to consulting agreements | $32,500 | $32,500 | $32,500 | $70,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Detail Textuals 1) (USD $) | 1 Months Ended | |
Jan. 31, 2013 | Jan. 31, 2015 | |
sqft | sqft | |
Commitments And Contingencies [Line Items] | ||
Area of land leased | 1,800 | |
Fixed monthly rent payment | $1,100 | |
Lease expires date | 31-Jan-15 | |
Subsequent Event | ||
Commitments And Contingencies [Line Items] | ||
Area of land leased | 2,000 | |
Fixed monthly rent payment | 1,806 | |
Lease expires date | 31-Dec-17 | |
Loss contingency, damages sought value | $194,000 |
Notes_Receivable_Detail_Textua
Notes Receivable (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | ||||||
Dec. 28, 2014 | Dec. 29, 2013 | Sep. 28, 2014 | Jun. 30, 2013 | 31-May-13 | Jun. 30, 2014 | Nov. 30, 2014 | Oct. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Notes receivable | $10,990 | $7,500 | ||||||
Issuance of notes receivable | -10,507 | |||||||
Notes receivable | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Original principal amount | 6,329 | 40,507 | 40,507 | |||||
Term of notes receivable | 3 years | |||||||
Payments made against loan | 10,313 | 25,000 | 503 | |||||
Carrying value of outstanding notes receivable | 29,590 | 21,507 | ||||||
Notes receivable | 10,990 | 7,500 | ||||||
Issuance of notes receivable | 18,600 | 14,007 | ||||||
Notes receivable | DWG Acquisition, LLC | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Loans and advances made | 6,000 | 17,952 | ||||||
Notes receivable | Quantum Leap QSR, LLC | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Loans and advances made | 14,900 | 14,900 | ||||||
Notes receivable | Yobe Acquisition, LLC | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Loans and advances made | $3,700 | |||||||
Notes receivable | Minimum | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Term of notes receivable | 1 year | |||||||
Notes receivable | Maximum | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Term of notes receivable | 3 years |
Debt_Obligations_Summary_of_ca
Debt Obligations - Summary of carrying value of outstanding promissory notes, net of unamortized discount (Details) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Debt Disclosure [Abstract] | ||
Notes payable - related party | $3,420 | $127,772 |
Notes payable - in default | 11,000 | 11,000 |
Total notes payable, net | $14,420 | $138,772 |
Debt_Obligations_Detail_Textua
Debt Obligations (Detail Textuals) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 |
Debt Disclosure [Abstract] | ||
Outstanding promissory notes, net of unamortized discount | $14,420 | $138,772 |
Notes payable - in default | 11,000 | 11,000 |
Accrued interest outstanding promissory notes | $11,480 | $1,255 |
Debt_Obligations_Detail_Textua1
Debt Obligations (Detail Textuals 1) (Bank of America, N.A. ("Bank of America"), USD $) | 1 Months Ended | |||
Oct. 31, 2008 | Jun. 30, 2011 | Feb. 28, 2011 | Feb. 28, 2010 | |
Loan | ||||
Loan agreement | ||||
Debt Instrument [Line Items] | ||||
Original principal amount | $338,138 | |||
Number of separate loans | 5 | |||
Interest rate per annum | 7.00% | |||
Frequency of periodic payment | Monthly | |||
Required equal monthly payments of principal and interest per month | 6,711 | |||
Forbearance agreement | ||||
Debt Instrument [Line Items] | ||||
Frequency of periodic payment | Monthly | |||
Outstanding principal payment | 50,000 | |||
Forbearance extension fee | 5,000 | |||
Outstanding principal monthly payment | $2,000 |
Debt_Obligations_Detail_Textua2
Debt Obligations (Detail Textuals 2) (USD $) | 12 Months Ended | 1 Months Ended |
Dec. 29, 2013 | Mar. 31, 2013 | |
Debt Instrument [Line Items] | ||
Payments on notes payable in settlement and release agreement | $50,000 | |
Gain on settlement of debt in settlement and release agreement | 320,798 | |
Settlement and release agreement | Bank of America | ||
Debt Instrument [Line Items] | ||
Payments on notes payable in settlement and release agreement | 50,000 | |
Principal, accrued interest and other claims owed | $370,798 |
Debt_Obligations_Detail_Textua3
Debt Obligations (Detail Textuals 3) (Promissory notes, Investors, USD $) | 3 Months Ended |
Dec. 28, 2008 | |
Investor | |
Promissory notes | Investors | |
Debt Instrument [Line Items] | |
Promissory notes issued, number of investors | 4 |
Original principal amount | $11,000 |
Proceeds from issuance of notes payable | $11,000 |
Interest rate per annum on notes | 6.00% |
Maturity period of promissory notes | 3 years |
Percentage of principal amount of notes for the payment of a penalty | 10.00% |
Debt_Obligations_Detail_Textua4
Debt Obligations (Detail Textuals 4) (Promissory notes, USD $) | 1 Months Ended | 0 Months Ended |
Jan. 31, 2012 | Nov. 01, 2013 | |
Raymond H. Oliver | ||
Debt Instrument [Line Items] | ||
Common stock issuable upon conversion of outstanding convertible promissory note | 142,858 | |
Carl Collins Trust | ||
Debt Instrument [Line Items] | ||
Original principal amount | 50,000 | |
Aggregate gross cash proceeds of notes payable | 50,000 | |
Amount equal to interest rate per annum | 5,000 | |
Brusta Investments, LLC | Settlement Agreement | ||
Debt Instrument [Line Items] | ||
Common stock issuable upon conversion of outstanding convertible promissory note | 21,429 | |
Note payable, principal and accrued interest outstanding | $55,000 | |
D. Dale Thevenet | Settlement Agreement | ||
Debt Instrument [Line Items] | ||
Common stock issuable upon conversion of outstanding convertible promissory note | 7,143 |
Debt_Obligations_Detail_Textua5
Debt Obligations (Detail Textuals 5) (USD $) | Dec. 28, 2014 | Dec. 29, 2013 | Sep. 13, 2013 |
Debt Instrument [Line Items] | |||
Amount of loan given to related party | $3,420 | $127,772 | |
Loan agreement | Blue Victory Holdings, Inc | Revolving line of credit facility | |||
Debt Instrument [Line Items] | |||
Amount of loan given to related party | 415,316 | ||
Maximum borrowing capacity | 1,000,000 | ||
Maximum amount of debt not to be exceeded every month | $150,000 | ||
Accrued interest | 6.00% |
Debt_Obligations_Detail_Textua6
Debt Obligations (Detail Textuals 6) (USD $) | 12 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Dec. 29, 2013 | Nov. 30, 2013 | Nov. 05, 2013 | Jan. 21, 2014 | Jun. 29, 2014 | Dec. 28, 2014 | Sep. 13, 2013 | |
Debt Instrument [Line Items] | |||||||
Payments on notes payable in settlement and release agreement | $50,000 | ||||||
Outstanding promissory notes, net of unamortized discount | 138,772 | 14,420 | |||||
Star Brands II | |||||||
Debt Instrument [Line Items] | |||||||
Interest free loan amount borrowed and payable on demand | 5,000 | ||||||
Blue Victory Holdings | Revolving line of credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, principal and accrued interest outstanding | 475,626 | ||||||
Common stock issued upon conversion of promissory notes - related party (in shares) | 243,911 | ||||||
Loan agreement | Blue Victory Holdings | Revolving line of credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, principal and accrued interest outstanding | 475,626 | 570,529 | 3,420 | 415,316 | |||
Additional borrowing under credit facility | 56,971 | 567,662 | 237,410 | ||||
Payments on notes payable in settlement and release agreement | $233,990 | ||||||
Common stock issued upon conversion of promissory notes - related party (in shares) | 243,911 | 326,017 |
Capital_Stock_Detail_Textuals
Capital Stock (Detail Textuals) (USD $) | 0 Months Ended | 1 Months Ended | |||
Nov. 04, 2013 | Oct. 24, 2013 | Oct. 21, 2013 | Dec. 28, 2014 | Dec. 29, 2013 | |
Capital Stock [Line Items] | |||||
Class A common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Class A common stock, par value (in dollars per share) | $0.01 | $0.01 | |||
Class A common stock, shares outstanding | 6,362,464 | 5,659,418 | |||
Reverse stock split | one-for-seven | one-for-seven | |||
Minimum | |||||
Capital Stock [Line Items] | |||||
Reverse stock split | 1-for-5 | ||||
Maximum | |||||
Capital Stock [Line Items] | |||||
Reverse stock split | 1-for-50 |
Capital_Stock_Detail_Textuals_
Capital Stock (Detail Textuals 1) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended |
Aug. 19, 2013 | Dec. 28, 2014 | Jan. 01, 2014 | Jul. 22, 2013 | Dec. 29, 2013 | Jan. 20, 2014 | |
Capital Stock [Line Items] | ||||||
Number of common stock issued in connection with employment agreement | 28,433 | |||||
Allocated share-based compensation expense | $20,000 | |||||
Equity investment in Paradise on Wings | 400,000 | |||||
Employment agreement | Richard W Akam | ||||||
Capital Stock [Line Items] | ||||||
Amount of common stock connection with employee agreement | 50,000 | |||||
Number of common stock issued in connection with employment agreement | 28,433 | 71,429 | ||||
Amount of additional shares of common stock to be issued | 50,000 | |||||
Allocated share-based compensation expense | 920 | 50,000 | ||||
Stock based compensation on additional shares of common stock | 49,080 | |||||
Contribution agreement | Paradise on Wings Franchise Group, LLC | ||||||
Capital Stock [Line Items] | ||||||
Ownership interest held in exchange for cash | 50.00% | |||||
Equity investment in Paradise on Wings | $400,000 | |||||
Common stock issued for investment in Paradise on Wings (in shares) | 235,295 |
Capital_Stock_Detail_Textuals_1
Capital Stock (Detail Textuals 2) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 1 Months Ended | ||
Sep. 30, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Nov. 30, 2013 | Nov. 05, 2013 | Jan. 21, 2014 | Feb. 27, 2014 | Sep. 13, 2013 | |
Installment | ||||||||
Capital Stock [Line Items] | ||||||||
Value of shares issued in settlement of outstanding promissory note | $55,000 | |||||||
Common stock issued for note receivable - related party | 170,000 | |||||||
Common Stock, Value, Subscriptions | 289,452 | 139,080 | ||||||
Common stock issued for services (in shares) | 50,000 | |||||||
Blue Victory Holdings | Revolving line of credit facility | ||||||||
Capital Stock [Line Items] | ||||||||
Common stock issued upon conversion of promissory notes - related party (in shares) | 243,911 | |||||||
Credit facility, principal and accrued interest outstanding | 475,626 | |||||||
Settlement Agreement | Promissory note | Brusta Investments and D. Dale Thevenet | ||||||||
Capital Stock [Line Items] | ||||||||
Common stock issuable upon conversion of outstanding convertible promissory note | 28,572 | |||||||
Value of shares issued in settlement of outstanding promissory note | 55,000 | |||||||
Loan agreement | Blue Victory Holdings | Revolving line of credit facility | ||||||||
Capital Stock [Line Items] | ||||||||
Common stock issued upon conversion of promissory notes - related party (in shares) | 243,911 | 326,017 | ||||||
Credit facility, principal and accrued interest outstanding | 3,420 | 475,626 | 570,529 | 415,316 | ||||
Interest rate per annum | 6.00% | |||||||
Securities purchase agreement | Seenu G Kasturi | ||||||||
Capital Stock [Line Items] | ||||||||
Common stock issued for note receivable - related party (in shares) | 206,061 | |||||||
Common stock issued for note receivable - related party | 340,000 | |||||||
Interest rate per annum | 6.00% | |||||||
Number of installment | 4 | |||||||
Frequency of periodic payment | Quarterly | |||||||
Four equal quarterly installments of principal and interest payable | 85,000 | |||||||
Securities purchase agreement | Promissory note | Seenu G Kasturi | ||||||||
Capital Stock [Line Items] | ||||||||
Proceeds from promissory note | $170,000 |
Stock_Compensation_Plans_Detai
Stock Compensation Plans (Detail Textuals) | Dec. 28, 2014 | Aug. 31, 2011 | Aug. 18, 2011 | Jun. 30, 2014 |
2011 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock granted to employees, officers and directors of, and consultants and advisors | 1,214,286 | |||
Number of common stock available for issuance | 142,858 | 1,214,286 | ||
2014 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock granted to employees, officers and directors of, and consultants and advisors | 1,000,000 | |||
Number of common stock available for issuance | 1,000,000 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Detail Textuals) (License agreement, Moose River Management, Inc., USD $) | 1 Months Ended |
Jun. 30, 2007 | |
License agreement | Moose River Management, Inc. | |
Related Party Transaction [Line Items] | |
Consideration paid for the license | $100 |
License agreement term | 50 years |
Additional agreement term for renewal | 50 years |
RelatedParty_Transactions_Deta1
Related-Party Transactions (Detail Textuals 1) (USD $) | 12 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | |||||||||
Dec. 28, 2014 | Dec. 29, 2013 | Sep. 13, 2013 | Dec. 28, 2014 | Oct. 31, 2008 | Jul. 31, 2013 | Mar. 31, 2013 | Feb. 27, 2014 | Nov. 30, 2013 | Jan. 21, 2014 | Nov. 05, 2013 | Jun. 29, 2014 | Oct. 29, 2014 | |
Installment | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments on notes payable in settlement and release agreement | $50,000 | ||||||||||||
Revenue from related parties | 162,441 | 17,377 | |||||||||||
Royalty revenue | 52,328 | ||||||||||||
Common stock issued for note receivable - related party | 170,000 | ||||||||||||
Revolving line of credit facility | Blue Victory Holdings | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Outstanding principal amount of credit facility | 475,626 | ||||||||||||
Star Brands II | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Borrowed amount | 5,000 | ||||||||||||
Seenu G Kasturi | Blue Victory Holdings | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity interest held | 90.00% | ||||||||||||
Seenu G Kasturi | Star Brands II | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity interest held | 70.00% | ||||||||||||
DWG acquisitions LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Revenue from related parties | 24,000 | ||||||||||||
Royalty revenue | 54,611 | ||||||||||||
Loans and advances made | 6,000 | ||||||||||||
DWG acquisitions LLC | Accounts receivable | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Revenue from related parties | 12,000 | ||||||||||||
DWG acquisitions LLC | Seenu G Kasturi | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity interest held | 8.90% | ||||||||||||
Loan agreement | Revolving line of credit facility | Blue Victory Holdings | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments on notes payable in settlement and release agreement | 233,990 | ||||||||||||
Interest rate per annum | 6.00% | ||||||||||||
Outstanding principal amount of credit facility | 3,420 | 415,316 | 3,420 | 570,529 | 475,626 | ||||||||
Maximum borrowing capacity | 1,000,000 | ||||||||||||
Loan agreement | Bank of America | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Original principal amount | 338,138 | ||||||||||||
Interest rate per annum | 7.00% | ||||||||||||
Four equal quarterly installments of principal and interest payable | 6,711 | ||||||||||||
Subcontractor concession agreement | DWG acquisitions LLC | Levy Premium Foodservice Limited Partnership | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Subcontracting monthly fees | 2,000 | ||||||||||||
Settlement and release agreement | Bank of America | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments on notes payable in settlement and release agreement | 50,000 | ||||||||||||
Securities purchase agreement | Seenu G Kasturi | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest rate per annum | 6.00% | ||||||||||||
Common stock issued for note receivable - related party (in shares) | 206,061 | ||||||||||||
Common stock issued for note receivable - related party | 340,000 | ||||||||||||
Number of installment | 4 | ||||||||||||
Four equal quarterly installments of principal and interest payable | 85,000 | ||||||||||||
Franchise agreement | DWG acquisitions LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Royalty revenue | 54,611 | ||||||||||||
Franchise agreement | DWG acquisitions LLC | Accounts receivable | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loans and advances made | 17,952 | ||||||||||||
Franchise agreement | Yobe Acquisition, LLC | Accounts receivable | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loans and advances made | $14,900 | $14,900 | $3,700 |
Judgments_in_Legal_Proceedings1
Judgments in Legal Proceedings (Detail Textuals) (Settlement Agreement, USD $) | 1 Months Ended | ||
Jan. 31, 2010 | Dec. 28, 2014 | Dec. 29, 2013 | |
Settlement Agreement | |||
Loss Contingencies [Line Items] | |||
Litigation settlement amount | $250,000 | ||
Payments for legal settlement | 40,000 | ||
Amount payable of legal settlement | $210,000 | $210,000 |
Judgments_in_Legal_Proceedings2
Judgments in Legal Proceedings (Detail Textuals 1) (Breach of guarantee, USD $) | 0 Months Ended | 12 Months Ended | |||
Nov. 11, 2011 | Oct. 04, 2011 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 25, 2011 | |
Breach of guarantee | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement amount | $161,747 | ||||
Litigation settlement expense | 33,000 | ||||
Accrued interest of litigation settlement | 2,369 | ||||
Loss from legal proceedings | -197,116 | ||||
Interest expense | $10,440 | $11,241 |
Judgments_in_Legal_Proceedings3
Judgments in Legal Proceedings (Detail Textuals 2) (Mediation Settlement Agreement, USD $) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2012 | Dec. 29, 2013 | Dec. 30, 2012 | |
Installment | |||
Mediation Settlement Agreement | |||
Loss Contingencies [Line Items] | |||
Name of plaintiff | Summercove, Inc. d/b/a Capodice & Associates | ||
Name of defendant | Michael Rosenberger and Robert Shaw | ||
Settlement agreement payable | $35,000 | ||
Number of installments | 7 | ||
Installment period | monthly | ||
Amount of monthly installment | 5,000 | ||
Accrued mediator costs | 1,190 | ||
Loss from legal proceedings | -36,190 | ||
Amount of installment paid during the period | $31,190 | $5,000 |
Judgments_in_Legal_Proceedings4
Judgments in Legal Proceedings (Detail Textuals 3) (J. David Eberle, USD $) | 1 Months Ended | |
Apr. 30, 2012 | Jan. 31, 2014 | |
Loss Contingencies [Line Items] | ||
Loss contingency damages sought | $448.08 | |
Settlement Agreement | ||
Loss Contingencies [Line Items] | ||
Settlement agreement payable | 100,000 | |
Settlement agreement payable monthly installment | $16,667 | |
Stock issued during period for litigation settlements | 57,142 |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals) (USD $) | 1 Months Ended | |||
Sep. 30, 2014 | Dec. 29, 2014 | Jan. 31, 2015 | Feb. 28, 2015 | |
Subsequent Event [Line Items] | ||||
Common stock issued for services to consultant (in shares) | 50,000 | |||
Subsequent Event | Revolving line of credit facility | Blue Victory Holdings, Inc | ||||
Subsequent Event [Line Items] | ||||
Additional borrowings of line of credit | $48,700 | |||
Subsequent Event | Richard W Akam | Employment Agreement | ||||
Subsequent Event [Line Items] | ||||
Common stock issued for services to consultant (in shares) | 71,429 | |||
Subsequent Event | J. David Eberle | Settlement Agreement | ||||
Subsequent Event [Line Items] | ||||
Common stock issued for services to consultant (in shares) | 57,142 | |||
Subsequent Event | Non-executive employees | ||||
Subsequent Event [Line Items] | ||||
Common stock issued for services to consultant (in shares) | 10,000 |