Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 13-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ARC Group, Inc. | |
Entity Central Index Key | 1452872 | |
Trading Symbol | arck | |
Current Fiscal Year End Date | -16 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,501,035 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 28, 2014 |
Assets | ||
Cash and cash equivalents | $106,218 | |
Accounts receivable, net | 15,838 | |
Accounts receivable, net - related party | 45,095 | 43,033 |
Notes receivable - related party | 20,500 | 18,600 |
Interest receivable | 7,641 | 5,063 |
Total current assets | 195,292 | 66,696 |
Property and equipment, net of accumulated depreciation of $4,674 at March 31, 2015 and December 28, 2014, respectively | ||
Deposits | 1,806 | 1,100 |
Notes receivable, net of current portion | 10,156 | 10,990 |
Equity investment in Paradise on Wings | 833,619 | 818,545 |
Total assets | 1,040,873 | 897,331 |
Liabilities and stockholders' deficit | ||
Accounts payable and accrued expenses | 524,822 | 495,765 |
Accrued expenses - related party | 16,426 | 17,898 |
Accrued interest | 13,008 | 11,480 |
Advertising fund liabilities | 23,377 | 31,474 |
Settlement agreements payable | 527,261 | 441,056 |
Notes payable - related party | 20,785 | 3,420 |
Notes payable - in default | 11,000 | 11,000 |
Other current liabilities | 21,179 | 4,741 |
Total current liabilities | 1,157,858 | 1,016,834 |
Total liabilities | 1,157,858 | 1,016,834 |
Stockholders' deficit: | ||
Class A common stock - $0.01 par value: 100,000,000 shares authorized, 6,501,035 and 6,362,464 shares issued and outstanding at March 31, 2015 and December 28, 2014, respectively | 65,010 | 63,625 |
Additional paid-in capital | 3,632,066 | 3,564,309 |
Stock subscriptions receivable | -85,000 | -170,000 |
Stock subscriptions payable | 162,192 | 289,452 |
Accumulated deficit | -3,891,253 | -3,866,889 |
Total stockholders' deficit | -116,985 | -119,503 |
Total liabilities and stockholders' deficit | $1,040,873 | $897,331 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 28, 2014 |
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 | 6,501,035 | 6,362,464 |
Class A common stock, shares outstanding | 6,501,035 | 6,362,464 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 30, 2014 | |
Revenue: | ||
Net revenue | $142,609 | $110,363 |
Net revenue - related party | 80,407 | 17,395 |
Total net revenue | 223,016 | 127,758 |
Operating expenses: | ||
Professional fees | 61,307 | 46,310 |
Employee compensation expense | 124,870 | 116,331 |
General and administrative expenses | 44,310 | 55,782 |
Total operating expenses | 230,487 | 218,423 |
Loss from operations | -7,471 | -90,665 |
Other expense | ||
Interest expense | -7,402 | -9,206 |
Income from investment in Paradise on Wings | 15,073 | 4,208 |
Loss on settlement of litigation | -27,142 | |
Interest income | 2,578 | |
Total other expense | -16,893 | -4,998 |
Net loss | ($24,364) | ($95,663) |
Net loss per share - basic and fully diluted (in dollars per share) | $0 | ($0.02) |
Weighted average number of shares outstanding - basic and fully diluted (in shares) | 6,486,580 | 6,179,138 |
Statement_of_Stockholders_Defi
Statement of Stockholders' Deficit (Unaudited) (USD $) | Common Stock | Additional Paid-in Capital | Stock Subscriptions Receivable | Stock Subscriptions Payable | Accumulated Deficit | Total |
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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for services | 814 | 51,186 | -37,260 | 14,740 | ||
Common stock issued for services (in shares) | 81,429 | |||||
Common stock issued for settlement of litigation | 571 | 16,571 | -90,000 | -72,858 | ||
Common stock issued for settlement of litigation (in shares) | 57,142 | |||||
Common stock issued for note receivable - related party | 85,000 | 85,000 | ||||
Net loss | -24,364 | -24,364 | ||||
Balance at Mar. 31, 2015 | $65,010 | $3,632,066 | ($85,000) | $162,192 | ($3,891,253) | ($116,985) |
Balance (in shares) at Mar. 31, 2015 | 6,501,035 | 6,501,035 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | ($24,364) | ($95,663) |
Adjustments to reconcile net income / (loss) to net cash provided / (used) by operating activities: | ||
Stock issued for compensation and amortization of stock compensation expense | 14,740 | 12,975 |
Imputed interest on no-interest loans | 75 | |
Loss on settlement of litigation | 27,142 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | -15,838 | -12,920 |
Accounts receivable - related party | -2,063 | 1,700 |
Notes receivable | 834 | 7,500 |
Interest receivable -- related party | -2,578 | |
Deposits | -706 | |
Equity investment in Paradise on Wings | -15,073 | -4,208 |
Accounts payable and accrued liabilities | 29,057 | -101,986 |
Accrued liabilities - related party | -1,472 | -28,313 |
Accrued interest | 1,528 | |
Advertising fund liabilities | -8,097 | 20,544 |
Settlement agreements payable | -13,795 | 2,810 |
Other current liabilities | 16,438 | 1,320 |
Net cash provided / (used) by operating activities | 5,753 | -191,958 |
Cash flows from investing activities | ||
Equity investment in Paradise on Wings | -400,000 | |
Repayments of notes receivable | 635 | |
Issuance of notes receivable -- related party | -1,900 | |
Net cash used by investing activities | -1,900 | -399,365 |
Cash flows from financing activities | ||
Proceeds from issuance of notes payable - related party | 17,365 | 592,690 |
Payments on stock subscriptions receivable | 85,000 | |
Net cash provided by financing activities | 102,365 | 592,690 |
Net increase in cash and cash equivalents | 106,218 | 1,367 |
Cash and cash equivalents, beginning of period | 5,062 | |
Cash and cash equivalents, end of period | 106,218 | 6,429 |
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 - related party | 570,529 | |
Stock issued for stock subscriptions payable | 49,452 | 49,080 |
Common stock issued for settlement of litigation | $90,000 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, the Company had 17 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 17 restaurants, 14 were located in Florida and three 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. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Basis Of Presentation And Significant Accounting Policies [Abstract] | |||||
Basis of Presentation | Note 2. Basis of Presentation | ||||
Interim Financial Information | |||||
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the instructions to Form 10-Q and Article 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the disclosures included in these financial statements are adequate to make the information presented not misleading. | |||||
The unaudited financial statements included in this report have been prepared on the same basis as the annual financial statements and in management’s opinion, reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The unaudited financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 28, 2014 included in the Company’s Annual Report on Form 10-K. The results of operations for the three-month period ended March 31, 2015 are not necessarily indicative of the results that the Company will have for any subsequent quarter or full fiscal year. | |||||
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 2014 have been reclassified to conform to the 2015 presentation. These reclassifications did not result in any change to the previously reported total assets, net loss or stockholders’ deficit. | |||||
Change in Fiscal Year | |||||
The Company utilized a 52- or 53-week accounting period that ended on the last Sunday in December. Its fiscal year ended December 28, 2014 was 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 became 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. | |||||
Set forth below is a summary of the unaudited income statement of the Company for the three-day period beginning December 29, 2014 and ending December 31, 2014. | |||||
Period | |||||
Beginning | |||||
December 29, | |||||
2014 and | |||||
Ending | |||||
December 31, | |||||
2014 | |||||
Statement of Operations | |||||
Revenue | $ | 9,795 | |||
Operating expenses | (8,478 | ) | |||
Income from operations | 1,317 | ||||
Other income | -0- | ||||
Net income | $ | 1,317 | |||
Set forth below is a summary of the unaudited balance sheet of the Company as December 31, 2014. | |||||
31-Dec-14 | |||||
Balance Sheet | |||||
Current assets | $ | 96,314 | |||
Equity investment | 818,546 | ||||
Other assets | 12,090 | ||||
Total assets | $ | 926,950 | |||
Accounts payable | $ | 528,603 | |||
Settlement agreements payable | 441,056 | ||||
Other liabilities | 78,557 | ||||
Equity | (121,266 | ) | |||
Total liabilities and equity | $ | 926,950 | |||
Significant Accounting Policies | |||||
As of March 31, 2015, the Company’s significant accounting policies and estimates, and applicable recent accounting pronouncements, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 28, 2014, had not changed materially. |
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and March 30, 2014 were excluded from the computation of diluted net loss per share for the three-month periods ended March 31, 2015 and March 30, 2014, respectively, because they were anti-dilutive. As a result, basic net loss per share was equal to diluted net loss per share for the three-month periods ended March 31, 2015 and March 30, 2014. |
Investment_in_Paradise_on_Wing
Investment in Paradise on Wings | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 statement of operations of Paradise on Wings for the three-month period ended March 31, 2015 and the period beginning January 21, 2014 and ending March 30, 2014 provided to the Company by Paradise on Wings. | |||||||||
Three Months Ended | Period From | ||||||||
31-Mar-15 | January 21, 2014 Through | ||||||||
28-Dec-14 | |||||||||
Statement of Operations | |||||||||
Revenue | $ | 94,367 | $ | 62,516 | |||||
Operating expenses | (64,221 | ) | 54,627 | ||||||
Income from operations | 30,146 | 7,889 | |||||||
Other income | -0- | 527 | |||||||
Net income | $ | 30,146 | $ | 8,416 | |||||
Company’s share of net income | $ | 15,073 | $ | 4,208 | |||||
Set forth below is a summary of the unaudited balance sheet of Paradise on Wings as of March 31, 2015 and March 30, 2014 provided to the Company by Paradise on Wings. | |||||||||
Balance Sheet | March 31, | March 30, | |||||||
2015 | 2014 | ||||||||
Current assets | $ | 125,253 | $ | 62,934 | |||||
Equity investment | 400,000 | 400,000 | |||||||
Note receivable | 160,051 | 160,051 | |||||||
Total assets | $ | 685,304 | $ | 622,985 | |||||
Total liabilities | $ | 48,439 | $ | 44,941 | |||||
Equity | 636,865 | 578,044 | |||||||
Total liabilities and equity | $ | 685,304 | $ | 622,985 |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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 March 31, 2015 and December 28, 2014: | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Equity investments – March 31, 2015 | $ | -0- | $ | 833,619 | $ | -0- | |||||||
Equity investments – December 28, 2014 | $ | -0- | $ | 818,545 | $ | -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 | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies |
Employment & Consulting Agreements | |
On July 12, 2013, the Company entered into a consulting agreement with Michael Rosenberger, who then served as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary, 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 three-month period ended March 30, 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, and on January 1, 2015, Mr. Akam earned 71,429 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 provided for a fixed monthly rent payment of $1,100 and expired 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. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
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 $482 and $8,135 were made against the loans during the three-month periods ended March 31, 2015 and March 30, 2014, 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 three-month period ended March 30, 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 $352 were made against the loan during the three-month period ended March 31, 2015. | |
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 three-month period ended March 31, 2015. | |
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 three-month period ended March 31, 2015. | |
The carrying value of the Company’s outstanding notes receivable was $30,656 at March 31, 2015. A total of $10,156 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 $20,500 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 $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. |
Debt_Obligations
Debt Obligations | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Obligations | Note 8. Debt Obligations | ||||||||
The carrying value of the Company’s outstanding promissory notes, net of unamortized discount, was $31,785 and $14,420 at March 31, 2015 and December 28, 2014, respectively, of which $11,000 was in default on each of those dates. Accrued interest under the Company’s outstanding promissory notes was $13,008 and $11,480 at March 31, 2015 and December 28, 2014, respectively. | |||||||||
A summary of the terms of the promissory notes that were outstanding during the three-month period ended March 31, 2015 and the year ended December 28, 2014 is provided below. | |||||||||
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. | |||||||||
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. | |||||||||
Between December 29, 2014 and March 31, 2015, the Company borrowed an additional $17,365 under the credit facility. Accordingly, as of March 31, 2015, the outstanding principal amount of the credit facility was $20,785. | |||||||||
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 three-month period ended March 30, 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 $31,785 and $14,420 at March 31, 2015 and December 28, 2014, respectively, as follows: | |||||||||
March 31, | December 28, | ||||||||
2015 | 2014 | ||||||||
Notes payable – related party | $ | 20,785 | $ | 3,420 | |||||
Notes payable – in default | 11,000 | 11,000 | |||||||
Total notes payable, net | $ | 31,785 | $ | 14,420 |
Capital_Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and December 28, 2014, respectively, of which 6,501,035 and 6,362,464 shares of common stock were outstanding at March 31, 2015 and December 28, 2014, respectively. | |
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 the Company will grant Mr. Akam 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. A description of the employment agreement is set forth herein under Note 6. Commitments and Contingencies – Employment Agreements. | |
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 three-month period ended March 30, 2014. | |
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 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 March 31, 2015 and December 28, 2014. As of March 31, 2015 and December 28, 2014, a total of $85,000 and $170,000 remained outstanding 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. | |
In January 2015, Richard Akam earned 71,429 shares of common stock under the terms of his employment agreement with the Company. The Company recognized $548 of stock compensation expense in connection therewith during the three-month period ended March 31, 2015. | |
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. The Company recognized $2,000 of stock compensation expense in connection therewith during the three-month period ended March 31, 2015. |
Stock_Options_and_Warrants
Stock Options and Warrants | 3 Months Ended |
Mar. 31, 2015 | |
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 three-month period ended March 31, 2015 and the year ended December 28, 2014, and no stock options or warrants were exercised or outstanding during the three-month period ended March 31, 2015 and the year ended December 28, 2014. |
Stock_Compensation_Plans
Stock Compensation Plans | 3 Months Ended |
Mar. 31, 2015 | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 12. Related-Party Transactions |
In July 2013, the Company entered into a 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 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 $6,000 from DWG Acquisitions under the concession agreement during the three-month periods ended March 31, 2015 and March 30, 2014, all of which was reflected in accounts receivable at March 31, 2015 and March 30, 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 $20,785 and $3,420 outstanding under the credit facility as of March 31, 2015 and 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 $17,326 and $11,395 in royalties from DWG Acquisitions under the agreement during the three-month periods ended March 31, 2015 and March 30, 2014, respectively. | |
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 three-month period ended March 30, 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 three-month period ended March 30, 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 $26,865 in royalties from DWG Acquisitions under the agreement during the three-month period ended March 31, 2015. | |
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 $19,417 in royalties from DWG Acquisitions under the agreement during the three-month period ended March 31, 2015. | |
In March 2015, DWG Acquisitions became the franchisee of the Dick’s Wings restaurant located in Tifton, 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 $216 in royalties from DWG Acquisitions under the agreement during the three-month period ended March 31, 2015. |
Judgments_in_Legal_Proceedings
Judgments in Legal Proceedings | 3 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015 and December 28, 2014. | |
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 March 31, 2015 and December 28, 2014. Interest expense in the amount of $2,872 and $2,810 was accrued on the outstanding balance of the settlement agreement payable during the three-month periods ended March 31, 2015 and March 30, 2014, respectively. The interest expense was credited to settlement agreements payable. | |
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. The Company recognized a loss on the settlement of litigation of $27,142 for the three-month period in connection therewith. This loss was reflected in settlement agreements payable at March 31, 2015. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events |
There have been no other significant subsequent events through the date these financial statements were issued. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Basis Of Presentation And Significant Accounting Policies [Abstract] | |||||
Schedule of unaudited income statement | Period | ||||
Beginning | |||||
December 29, | |||||
2014 and | |||||
Ending | |||||
December 31, | |||||
2014 | |||||
Statement of Operations | |||||
Revenue | $ | 9,795 | |||
Operating expenses | (8,478 | ) | |||
Income from operations | 1,317 | ||||
Other income | -0- | ||||
Net income | $ | 1,317 | |||
Schedule of unaudited balance sheet | 31-Dec-14 | ||||
Balance Sheet | |||||
Current assets | $ | 96,314 | |||
Equity investment | 818,546 | ||||
Other assets | 12,090 | ||||
Total assets | $ | 926,950 | |||
Accounts payable | $ | 528,603 | |||
Settlement agreements payable | 441,056 | ||||
Other liabilities | 78,557 | ||||
Equity | (121,266 | ) | |||
Total liabilities and equity | $ | 926,950 |
Investment_in_Paradise_on_Wing1
Investment in Paradise on Wings (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||
Schedule of summary of the unaudited income statement of Paradise on Wings | Three Months Ended | Period From | |||||||
31-Mar-15 | January 21, 2014 Through | ||||||||
28-Dec-14 | |||||||||
Statement of Operations | |||||||||
Revenue | $ | 94,367 | $ | 62,516 | |||||
Operating expenses | (64,221 | ) | 54,627 | ||||||
Income from operations | 30,146 | 7,889 | |||||||
Other income | -0- | 527 | |||||||
Net income | $ | 30,146 | $ | 8,416 | |||||
Company’s share of net income | $ | 15,073 | $ | 4,208 | |||||
Schedule of summary of the unaudited balance sheet of Paradise on Wings | Balance Sheet | March 31, | March 30, | ||||||
2015 | 2014 | ||||||||
Current assets | $ | 125,253 | $ | 62,934 | |||||
Equity investment | 400,000 | 400,000 | |||||||
Note receivable | 160,051 | 160,051 | |||||||
Total assets | $ | 685,304 | $ | 622,985 | |||||
Total liabilities | $ | 48,439 | $ | 44,941 | |||||
Equity | 636,865 | 578,044 | |||||||
Total liabilities and equity | $ | 685,304 | $ | 622,985 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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 – March 31, 2015 | $ | -0- | $ | 833,619 | $ | -0- | |||||||
Equity investments – December 28, 2014 | $ | -0- | $ | 818,545 | $ | -0- |
Debt_Obligations_Tables
Debt Obligations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of outstanding promissory notes, net of unamortized discount | |||||||||
March 31, | December 28, | ||||||||
2015 | 2014 | ||||||||
Notes payable – related party | $ | 20,785 | $ | 3,420 | |||||
Notes payable – in default | 11,000 | 11,000 | |||||||
Total notes payable, net | $ | 31,785 | $ | 14,420 |
Description_of_Business_Detail
Description of Business (Detail Textuals) | Mar. 31, 2015 |
Restaurant | |
Franchiser Disclosure [Line Items] | |
Number of franchised restaurants | 17 |
Dick's Wings & Grill full service restaurants | Florida | |
Franchiser Disclosure [Line Items] | |
Number of franchised restaurants | 14 |
Dick's Wings Express limited service restaurants | Georgia | |
Franchiser Disclosure [Line Items] | |
Number of franchised restaurants | 3 |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 0 Months Ended |
Dec. 31, 2014 | |
Basis Of Presentation And Significant Accounting Policies [Abstract] | |
Revenue | $9,795 |
Operating expenses | -8,478 |
Income from operations | 1,317 |
Other income | 0 |
Net income | $1,317 |
Basis_of_Presentation_Details_
Basis of Presentation (Details 1) (USD $) | Dec. 31, 2014 |
Basis Of Presentation And Significant Accounting Policies [Abstract] | |
Current assets | $96,314 |
Equity investment | 818,546 |
Other assets | 12,090 |
Total assets | 926,950 |
Accounts payable | 528,603 |
Settlement agreements payable | 441,056 |
Other liabilities | 78,557 |
Equity | -121,266 |
Total liabilities and equity | $926,950 |
Investment_in_Paradise_on_Wing2
Investment in Paradise on Wings - Summary of the unaudited income statement of Paradise on Wings(Details) (USD $) | 0 Months Ended | 3 Months Ended | 11 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | Mar. 30, 2014 | Dec. 28, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $9,795 | |||
Operating expenses | 8,478 | |||
Income from operations | 1,317 | |||
Other income | 0 | |||
Net income | 1,317 | |||
Company's share of net income | 15,073 | 4,208 | ||
Paradise on Wings Franchise Group, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 94,367 | 62,516 | ||
Operating expenses | -64,221 | 54,627 | ||
Income from operations | 30,146 | 7,889 | ||
Other income | 0 | 527 | ||
Net income | 30,146 | 8,416 | ||
Company's share of net income | $15,073 | $4,208 |
Investment_in_Paradise_on_Wing3
Investment in Paradise on Wings - Summary of the unaudited balance sheet of Paradise on Wings(Details 1) (USD $) | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 30, 2014 |
Schedule of Equity Method Investments [Line Items] | |||
Current assets | $96,314 | ||
Equity investment | 818,546 | ||
Total assets | 926,950 | ||
Equity | -121,266 | ||
Total liabilities and equity | 926,950 | ||
Paradise on Wings Franchise Group, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Current assets | 125,253 | 62,934 | |
Equity investment | 400,000 | 400,000 | |
Note receivable | 160,051 | 160,051 | |
Total assets | 685,304 | 622,985 | |
Total liabilities | 48,439 | 44,941 | |
Equity | 636,865 | 578,044 | |
Total liabilities and equity | $685,304 | $622,985 |
Investment_in_Paradise_on_Wing4
Investment in Paradise on Wings (Detail Textuals) (Paradise on Wings Franchise Group, LLC, Contribution agreement, USD $) | 1 Months Ended |
Jan. 20, 2014 | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of vote for use of contributed capital for permitted purpose | 60.00% |
Percentage of preferred right to distributions related to income, gain, losses, deductions and expenses | 100.00% |
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 of preferred right to distributions related to income, gain, losses, deductions and expenses | 50.00% |
Class A Membership Interests | Maximum | |
Schedule of Equity Method Investments [Line Items] | |
Threshold limit for appointment of manager | 2 |
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% |
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 $) | Mar. 31, 2015 | Dec. 28, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity investment in Paradise on Wings | $833,619 | $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 | 833,619 | 818,545 |
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] | |
Ownership interest | 50.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Aug. 19, 2013 | Mar. 30, 2014 | Jan. 01, 2015 | Jan. 01, 2014 | Jan. 31, 2015 | Jul. 22, 2013 | Jan. 22, 2013 | Jan. 31, 2013 | Dec. 01, 2013 | Oct. 15, 2013 | Sep. 01, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | |
Daniel Slone | |||||||||||||
Commitments [Line Items] | |||||||||||||
Annual base salary to be paid during the term of the agreement | $1 | ||||||||||||
Employment Agreement | |||||||||||||
Commitments [Line Items] | |||||||||||||
Consulting expense | 1,699 | ||||||||||||
Employment Agreement | Richard W Akam | |||||||||||||
Commitments [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 | 71,429 | 28,433 | 71,429 | 71,429 | 50,000 | ||||||||
Amount of common stock connection with employee agreement | 50,000 | ||||||||||||
Amount of additional shares of common stock to be issued | 50,000 | ||||||||||||
Consulting agreement | Michael Rosenberger | |||||||||||||
Commitments [Line Items] | |||||||||||||
Payments related to consulting agreements | $32,500 | $32,500 | $32,500 | $32,500 | $70,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Detail Textuals 1) (USD $) | 1 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2013 | |
sqft | sqft | |
Commitments and Contingencies Disclosure [Abstract] | ||
Area of land leased | 2,000 | 1,800 |
Fixed monthly rent payment | $1,806 | $1,100 |
Lease expiration date | 31-Dec-17 | 31-Jan-15 |
Loss contingency, damages sought value | $194,000 |
Notes_Receivable_Detail_Textua
Notes Receivable (Detail Textuals) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2015 | Mar. 30, 2014 | Sep. 28, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Notes receivable | ($834) | ($7,500) | |||||||
Notes receivable | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Original principal amount | 6,329 | 40,507 | |||||||
Term of notes receivable | 3 years | ||||||||
Amount of loans receivable secured by equipment, licenses and other assets owned | 352 | ||||||||
Payments made against loan | 482 | 8,135 | |||||||
Carrying value of outstanding notes receivable | 30,656 | 29,590 | |||||||
Notes receivable | 10,156 | 10,990 | |||||||
Issuance of notes receivable | 20,500 | 18,600 | |||||||
Notes receivable | DWG Acquisition, LLC | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Loans and advances made | 17,952 | 6,000 | |||||||
Notes receivable | Yobe Acquisition, LLC | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Loans and advances made | 3,700 | ||||||||
Notes receivable | Quantum Leap QSR, LLC | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Loans and advances made | $14,900 | ||||||||
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 $) | Mar. 31, 2015 | Dec. 28, 2014 |
Debt Disclosure [Abstract] | ||
Notes payable - related party | $20,785 | $3,420 |
Notes payable - in default | 11,000 | 11,000 |
Total notes payable, net | $31,785 | $14,420 |
Debt_Obligations_Detail_Textua
Debt Obligations (Detail Textuals) (USD $) | Mar. 31, 2015 | Dec. 28, 2014 |
Debt Disclosure [Abstract] | ||
Outstanding promissory notes, net of unamortized discount | $31,785 | $14,420 |
Notes payable - in default | 11,000 | 11,000 |
Accrued interest outstanding promissory notes | $13,008 | $11,480 |
Debt_Obligations_Detail_Textua1
Debt Obligations (Detail Textuals 1) (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_Textua2
Debt Obligations (Detail Textuals 2) (USD $) | Mar. 31, 2015 | Dec. 28, 2014 | Sep. 13, 2013 |
Debt Instrument [Line Items] | |||
Amount of loan given to related party | $20,785 | $3,420 | |
Blue Victory Holdings, Inc | Loan agreement | Revolving line of credit facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 1,000,000 | ||
Maximum amount of debt not to be exceeded every month | 150,000 | ||
Accrued interest | 6.00% | ||
Amount of loan given to related party | $415,316 |
Debt_Obligations_Detail_Textua3
Debt Obligations (Detail Textuals 3) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Mar. 31, 2015 | Mar. 30, 2014 | Dec. 29, 2013 | Nov. 30, 2013 | Nov. 05, 2013 | Mar. 31, 2015 | Jan. 21, 2014 | Jun. 29, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | Sep. 13, 2013 | |
Debt Instrument [Line Items] | |||||||||||
Credit facility, principal and accrued interest outstanding | $20,785 | $20,785 | $3,420 | ||||||||
Payments on notes payable in settlement and release agreement | |||||||||||
Outstanding promissory notes, net of unamortized discount | 31,785 | 31,785 | 14,420 | ||||||||
Star Brands II | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest free loan amount borrowed and payable on demand | 5,000 | ||||||||||
Revolving line of credit facility | Blue Victory Holdings | |||||||||||
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 | ||||||||||
Revolving line of credit facility | Blue Victory Holdings | Loan agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Additional borrowing under credit facility | 56,971 | 17,365 | 567,662 | 237,410 | |||||||
Credit facility, principal and accrued interest outstanding | 20,785 | 475,626 | 20,785 | 570,529 | 3,420 | 415,316 | |||||
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 $) | Mar. 31, 2015 | Dec. 28, 2014 |
Stockholders Equity Note [Abstract] | ||
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 | 6,501,035 | 6,362,464 |
Capital_Stock_Detail_Textuals_
Capital Stock (Detail Textuals 1) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Mar. 30, 2014 | Dec. 28, 2014 | Jan. 01, 2015 | Jan. 01, 2014 | Jan. 31, 2015 | Jul. 22, 2013 | Jan. 31, 2013 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 20, 2014 | |
Capital Stock [Line Items] | ||||||||||
Allocated share-based compensation expense | $20,000 | |||||||||
Equity investment in Paradise on Wings | 400,000 | |||||||||
Employment agreement | Richard W Akam | ||||||||||
Capital Stock [Line Items] | ||||||||||
Number of common stock issued in connection with employment agreement | 71,429 | 28,433 | 71,429 | 71,429 | 50,000 | |||||
Allocated share-based compensation expense | 920 | 548 | ||||||||
Employment agreement | J. David Eberle | ||||||||||
Capital Stock [Line Items] | ||||||||||
Number of common stock issued in connection with employment agreement | 57,142 | |||||||||
Employment agreement | Non-executive employees | ||||||||||
Capital Stock [Line Items] | ||||||||||
Number of common stock issued in connection with employment agreement | 10,000 | |||||||||
Allocated share-based compensation expense | 2,000 | |||||||||
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 | 3 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Mar. 31, 2015 | Nov. 30, 2013 | Nov. 05, 2013 | Jan. 21, 2014 | Feb. 27, 2014 | Dec. 28, 2014 | Dec. 28, 2014 | Sep. 13, 2013 | |
Installment | |||||||||
Capital Stock [Line Items] | |||||||||
Credit facility, principal and accrued interest outstanding | $20,785 | $3,420 | |||||||
Common stock issued for note receivable - related party | 85,000 | ||||||||
Common Stock, Value, Subscriptions | 162,192 | 289,452 | |||||||
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 | 20,785 | 475,626 | 570,529 | 3,420 | 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 issuance of notes payable | $85,000 | $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) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 2 Months Ended | 6 Months Ended | 1 Months Ended | |||||||
Mar. 31, 2015 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 13, 2013 | Dec. 28, 2014 | Dec. 28, 2014 | Jul. 31, 2013 | Feb. 27, 2014 | Nov. 30, 2013 | Jan. 21, 2014 | Nov. 05, 2013 | Jun. 29, 2014 | Oct. 31, 2014 | |
Installment | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments on notes payable in settlement and release agreement | |||||||||||||
Outstanding principal amount of credit facility | 20,785 | 3,420 | |||||||||||
Revenue from related parties | 80,407 | 17,395 | |||||||||||
Common stock issued for note receivable - related party | 85,000 | ||||||||||||
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 | 6,000 | ||||||||||||
Royalty revenue | 17,326 | 11,395 | |||||||||||
Loans and advances made | 6,000 | ||||||||||||
DWG acquisitions LLC | Seenu G Kasturi | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity interest held | 8.90% | ||||||||||||
Quantum Leap QSR, LLC | Ketan Pandya | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity interest held | 70.00% | ||||||||||||
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 | 20,785 | 415,316 | 3,420 | 570,529 | 475,626 | ||||||||
Maximum borrowing capacity | 1,000,000 | ||||||||||||
Subcontractor concession agreement | DWG acquisitions LLC | Levy Premium Foodservice Limited Partnership | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Subcontracting monthly fees | 2,000 | ||||||||||||
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 | Jacksonville, Florida | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Royalty revenue | 26,865 | ||||||||||||
Franchise agreement | DWG acquisitions LLC | Valdosta, Georgia | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Royalty revenue | 19,417 | ||||||||||||
Franchise agreement | DWG acquisitions LLC | Tifton, Georgia | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Royalty revenue | 216 | ||||||||||||
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 | 3,700 | ||||||||||||
Notes receivable | Quantum Leap QSR, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loans and advances made | 14,900 |
Judgments_in_Legal_Proceedings1
Judgments in Legal Proceedings (Detail Textuals) (Settlement Agreement, USD $) | 1 Months Ended | ||
Jan. 31, 2010 | Mar. 31, 2015 | Dec. 28, 2014 | |
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 | 3 Months Ended | 12 Months Ended | ||
Nov. 11, 2011 | Oct. 04, 2011 | Mar. 31, 2015 | Mar. 30, 2014 | 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 | $2,872 | $2,810 |
Judgments_in_Legal_Proceedings3
Judgments in Legal Proceedings (Detail Textuals 2) (USD $) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2015 | Apr. 30, 2012 | Jan. 31, 2014 | Mar. 31, 2015 | |
Loss Contingencies [Line Items] | ||||
Loss contingency, damages sought value | $194,000 | |||
J. David Eberle | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, damages sought value | 448.08 | |||
J. David Eberle | 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 | |||
Loss from litigation settlement | $27,142 |