gigl10q630.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53948

LOGO

GIGGLES N HUGS, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
20-1681362
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

10250 Santa Monica, #155, Los Angeles, CA
 
90067
(Address of principal executive offices)
 
(Zip Code)

(310) 553-4847
(Registrant’s telephone number, including area code)

Copies of Communications to:
Stoecklein Law Group
401 West A Street
Suite 1150
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

Large accelerated filer  ¨
Accelerated filer  ¨
   
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨    No x

The number of shares of Common Stock, $0.001 par value, outstanding on August 20, 2012 was 22,894,145 shares.

 
1

 

GIGGLES N HUGS, INC.
QUARTERLY PERIOD ENDED JUNE 30, 2012

Index to Report on Form 10-Q



     
Page No.
   
PART I - FINANCIAL INFORMATION
 
       
Item 1.
 
Financial Statements
3
       
Item 2.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
17
       
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
25
       
Item 4T.
 
Controls and Procedures
25
       
   
PART II - OTHER INFORMATION
 
       
Item 1.
 
Legal Proceedings
26
       
Item1A.
 
Risk Factors
26
       
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
26
       
Item 3.
 
Defaults Upon Senior Securities
27
       
Item 4.
 
Mine Safety Disclosure
27
       
Item 5.
 
Other Information
27
       
Item 6.
 
Exhibits
28
       
   
Signature
29

 
2

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

GIGGLES N HUGS, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(unaudited)
 
             
   
June 30, 2012
   
December 31, 2011
 
Assets
           
             
Current assets:
           
Cash and equivalents
  $ 109,864     $ 608,309  
Inventory
    14,959       14,297  
Prepaid expenses
    4,469       -  
Total current assets
    129,292       622,606  
                 
Fixed assets:
               
Total fixed assets, net
    973,705       880,999  
                 
Other assets:
               
Security deposits
    32,500       30,000  
                 
Total assets
  $ 1,135,497     $ 1,533,605  
                 
Liabilities and Stockholders' Equity
               
                 
Current liabilities:
               
Accounts payable
  $ 112,680     $ 116,031  
Incentive from lessor – current portion
    47,151       44,406  
Accrued expenses
    16,852       15,888  
Deferred revenue
    10,151       16,942  
Total current liabilities
    186,834       193,267  
                 
Long-term liabilities:
               
Incentive from lessor – long-term
    510,307       490,059  
Total long-term liabilities
    510,307       490,059  
                 
Total liabilities
    697,141       683,326  
                 
Stockholders' equity:
               
Common stock, $0.001 par value, 1,125,000,000 shares authorized,
               
22,894,145 and 22,862,145 shares issued and outstanding
               
as of June 30, 2012 and December 31, 2011, respectively
    22,894       22,862  
Common stock payable (50,000 shares as of June 30, 2012)
    209,500       -  
Additional paid-in capital
    2,053,616       2,001,168  
Accumulated deficit
    (1,847,654 )     (1,173,751 )
Total stockholders' equity
    438,356       850,279  
                 
Total liabilities and stockholders' equity
  $ 1,135,497     $ 1,533,605  
See Accompanying Notes to Financial Statements.

 
3

 



GIGGLES N HUGS, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(unaudited)
 
                         
                         
                         
                         
   
For the three months ended
   
For the six months ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenue
                       
Food and beverage sales
  $ 170,961     $ 173,608     $ 335,810     $ 328,697  
Private party rentals
    89,135       87,132       195,949       146,423  
Other sales
    65,692       57,621       133,890       113,818  
Allowances, returns and discounts
    (12,724 )     (25,900 )     (23,775 )     (55,168 )
Net sales
    313,064       292,461       641,874       533,770  
                                 
Costs and operating expenses
                               
Cost of sales including food and beverage
    71,251       70,168       138,805       135,315  
Labor
    100,239       120,762       232,376       257,587  
Occupancy cost
    64,137       60,424       119,467       126,263  
Depreciation
    25,666       25,313       51,532       50,613  
Total operating expenses
    261,293       276,667       542,180       569,778  
                                 
Other expenses
                               
Executive compensation
    109,488       38,269       209,675       38,269  
Stock-based executive compensation
    -       -       209,500       -  
Consulting expenses
    57,480       183,350       67,480       391,589  
Professional expenses
    89,357       71,711       155,029       130,770  
General and administrative expenses
    64,957       35,629       130,313       104,948  
                                 
Total costs and operating expenses
    582,575       605,626       1,314,177       1,235,354  
                                 
Loss before provision for income taxes
  $ (269,511 )   $ (313,165 )   $ (672,303 )   $ (701,584 )
                                 
Provision for income taxes
  $ (1,600 )   $ -     $ (1,600 )   $ -  
                                 
Net loss
  $ (271,111 )   $ (313,165 )   $ (673,903 )   $ (701,584 )
                                 
Net loss per share - basic
  $ (0.01 )   $ (0.04 )   $ (0.03 )   $ (0.02 )
                                 
Weighted average number of common shares outstanding - basic
    22,866,365       18,742,248       22,866,365       18,633,896  

See Accompanying Notes to Financial Statements.

 
4

 


GIGGLES N HUGS, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(unaudited)
 
             
             
   
For the six months ended
 
   
June 30,
 
   
2012
   
2011
 
             
Cash flows from operating activities
           
Net loss
  $ (673,903 )   $ (701,584 )
Adjustments to reconcile net loss to net cash
               
used in operating activities:
               
Depreciation and amortization
    51,532       50,614  
Stock based compensation
    52,480       -  
Shares issued for executive compensation
    209,500       -  
Changes in operating assets and liabilities:
               
Increase in prepaid expenses and deposits
    (6,969 )     -  
Increase in inventory
    (662 )     (577 )
Decrease in accounts payable
    (3,351 )     (58,871 )
Increase (decrease) in lease incentive liability
    22,993       (14,230 )
Increase in accrued expenses
    964       1,968  
Increase (decrease) in deferred revenue
    (6,791 )     3,516  
Net cash used in operating activities
    (354,207 )     (719,164 )
                 
Cash flows from investing activities
               
Acquisition of fixed assets
    (144,238 )     (31,289 )
Net cash used in investing activities
    (144,238 )     (31,289 )
                 
Cash flows from financing activities
               
Proceeds from note payable
    -       (3,000 )
Members' distribution
    -       (20,836 )
Proceeds from reverse merger
    -       769  
Proceeds from shares issued
    -       1,688,142  
Proceeds from common stock payable
    -       35,000  
Net cash provided by financing activities
    -       1,700,075  
                 
NET INCREASE (DECREASE) IN CASH
    (498,445 )     949,622  
                 
CASH AT BEGINNING OF PERIOD
    608,309       15,584  
                 
CASH AT END OF PERIOD
  $ 109,864     $ 965,206  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Interest paid
  $ -     $ -  
Income taxes paid
  $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
Incentive from lessor
  $ -     $ 590,000  
Liabilities assumed with the merger
  $ -     $ 79,725  

See Accompanying Notes to Financial Statements.


 
5

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)


NOTE 1 – HISTORY AND ORGRANIZATION

Giggles N’ Hugs, Inc. (“GIGL Inc”) was originally organized September 17, 2004 (Date of Inception) under the laws of the State of Nevada, as Teacher’s Pet, Inc.  GIGL Inc was organized to sell teaching supplies and learning tools.  On August 20, 2010, GIGL Inc filed an amendment to its articles of incorporation to change its name to Giggles N’ Hugs, Inc.  The Company is authorized to issue 1,125,000,000 shares of its $0.001 par value common stock.

On December 30, 2011, GIGL Inc completed the acquisition of all the issued and outstanding shares of GNH, Inc. (“GNH”), a Nevada corporation, pursuant to a Stock Exchange Agreement (the "SEA").  Under the SEA, GIGL Inc issued 18,289,716 shares of its common stock to in exchange for a 100% interest in GNH, Inc.  Additionally under the SEA, the former officer, director and shareholders of GIGL Inc agreed to cancel a total of 47,607,500 shares of its common stock.  

For accounting purposes, the acquisition of GNH by GIGL Inc has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of GNH based on the factors demonstrating that GNH represents the accounting acquirer.  As part of closing of the merger between GNH and GIGL Inc, GNH obtained 100% of the restaurant operations of Giggles N Hugs in Westfield mall in Century City, California.  The restaurant operations of Giggles N Hugs in Westfield mall in Century City, California was originally formed April 30, 2010 and opened for operation December 3, 2010.  Consequently, the historical financial information in the accompanying consolidated financial statements is that of GNH and the restaurant operations of Giggles N Hugs located in Century City, California.  As a result of the Merger, GIGL Inc now owns all of the assets, liabilities and operations of a kid friendly restaurant named Giggles N Hugs in Westfield mall in Century City, California. Additionally, GIGL Inc obtained ownership to all intellectual property rights for Giggles N Hugs facilities in the future.

On December 30, 2011, the transactions were completed and resulted in a change in control of the Company.  Pursuant to the terms of the Agreement, the Company accepted the resignation of its prior officer and director, Tracie Hadama and appointed Mr. Joey Parsi as President, Chief Executive Officer, Treasurer, and Secretary of the Company.


 
6

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)



NOTE 2 – BASIS OF PRESENTATION

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2011and notes thereto included in the Company's Form 10-K annual report.  The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

NOTE 3– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation
For the three months ended June 30, 2012 and 2011, the consolidated financial statements include the accounts of Giggles N’ Hugs, Inc., GNH, Inc., GNH Topanga, Inc. and restaurant operations of Giggles N Hugs in Westfield mall in Century City, California.   All significant intercompany balances and transactions have been eliminated.   Giggles N’ Hugs, Inc., GNH, Inc., GNH Topanga, Inc. and restaurant operations of Giggles N Hugs in Westfield mall in Century City, California will be collectively referred herein to as the “Company”.

Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.


 
7

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)




NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories
Inventories are stated at the lower of cost or market on a first-in, first-out basis and consist of restaurant food and other supplies.

Property and equipment
The Company records all property and equipment at cost less accumulated depreciation.  Improvements are capitalized while repairs and maintenance costs are expensed as incurred.  Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter.  Leasehold improvements include the cost of the Company’s internal development and construction department.  Depreciation periods are as follows:
 

Leasehold improvements
 
10 years
Restaurant fixtures and equipment
 
10 years
Computer software and equipment
 
3 to 5 years

Leases
The Company currently leases its restaurant location.  The Company evaluates the lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. 

Minimum base rent for the Company’s operating leases, which generally have escalating rentals over the term of the lease, is recorded on a straight-line basis over the lease term.  The initial rent term includes the build-out, or rent holiday period, for the Company’s leases, where no rent payments are typically due under the terms of the lease. Deferred rent expense, which is based on a percentage of revenue, is also recorded to the extent it exceeds minimum base rent per the lease agreement.
 
The Company disburses cash for leasehold improvements and furniture, fixtures and equipment to build out and equip its leased premises.  The Company also expends cash for structural additions that it makes to leased premises of which $590,000 were reimbursed to Century City by its landlords as construction contributions pursuant to agreed-upon terms in the lease agreements.  Landlord construction contributions usually take the form of up-front cash.  Depending on the specifics of the leased space and the lease agreement, amounts paid for structural components are recorded during the construction period as leasehold improvements or the landlord construction contributions are recorded as an incentive from lessor.


 
8

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)




NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets
The Company assesses potential impairment of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable.  Factors considered include, but are not limited to, significant underperformance relative to historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends.  The Company regularly reviews the restaurant if it is cash flow negative for the previous four quarters to determine if impairment testing is warranted.  At any given time, the Company may monitor its operations, and impairment charges could be triggered in the future if the restaurant performance does not improve.
 
The Company has identified leasehold improvements as the primary asset because it is the most significant component of our restaurant assets, it is the principal asset from which the Company derives cash flow generating capacity and has the longest remaining useful life.  The recoverability is assessed in most cases by comparing the carrying value of the assets to the undiscounted cash flows expected to be generated by these assets.  Impairment losses are measured as the amount by which the carrying values of the assets exceed their fair values.
 
During the six months ended June 30, 2012 and 2011 we did not record an impairment charge against the carrying value of the restaurant located in Century City, California.

Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 
 
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.


 
9

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)



NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loss per common share
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations.  Basic EPS is computed by dividing reported losses by the weighted average shares outstanding.  Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year.

Fair Value of Financial Instruments
The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:
 
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).


 
10

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)



NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition
Our revenues consist of sales from our restaurant operations and sales of memberships entitling members unlimited access to our play areas for the duration of their membership.  As a general principle, revenue is recognized when the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred and services have been rendered, (iii) the price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured.

With respect to memberships, access to our play area extends throughout the term of membership.  The vast majority of memberships sold are for one month terms.  Revenue is recognized on a straight line basis over the membership period.  Century City receives payment from its customers at the start of the subscription period and Century City records deferred revenue for the unearned portion of the subscription period.

Revenues from restaurant sales are recognized when payment is tendered at the point of sale.  Revenues are presented net of sales taxes.  The obligation is included in other accrued expenses until the taxes are remitted to the appropriate taxing authorities.

We recognize a liability upon the sale of our gift cards and recognize revenue when these gift cards are redeemed in our restaurants.

For party rental agreements, we rely upon a signed contract between us and the customer as the persuasive evidence of a sales arrangement.  Party rental deposits are recorded as deferred revenue upon receipt and recognized as revenue when the service has been rendered.

Additionally, revenues are recognized net of any discounts, returns, allowances and sales incentives, including coupon redemptions and complimentary meals.

Recent pronouncements
The Company has evaluated the recent accounting pronouncements through August 2012 and believes that none of them will have a material effect on the company’s financial position, results of operations or cash flows.


 
11

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 
NOTE 4 – RECLASSIFICATION OF PRIOR YEAR PRESENTATION

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. In second quarter of fiscal 2012, the Company concluded that it was appropriate to classify its incentive from lessor as a long-term liability. Previously, the incentive from lessor had been classified as a current liability. Accordingly, the Company had revised the classification to report the incentive from lessor under the long-term liabilities caption, with the current portion thereof remaining in the current liabilities section. This change in classification does not materially affect the Company’s previously reported balance sheet, cash flows from operations or from financing activities in the Condensed Statement of Cash Flows, and had no effect on the previously reported Condensed Statement of Operations for any period.
 
As of June 30, 2012 and December 31, 2011, $510,307 and $490,059 of the incentive from lessor previously classified as current liabilities were reclassified as long-term liabilities.
NOTE 5 – GOING CONCERN
 
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has recently sustained operating losses and has an accumulated deficit of $1,847,654 at June 30, 2012.  In addition, the Company has negative working capital of $57,542 at June 30, 2012.
 
The Company has and will continue to use significant capital to grow and acquire market share.    These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of their common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

NOTE 6 – INVENTORY

Inventory consisted of the following at:

   
June 30,
   
December 31,
 
 
2012
 
2011
 
Restaurant food and supplies
  $ 14,959     $ 14,297  
Total
  $ 14,959     $ 14,297  

NOTE 7 – FIXED ASSETS

Fixed assets consisted of the following at:

   
June 30,
   
December 31,
 
   
2012
   
2011
 
Leasehold improvements
  $ 1,098,273     $ 958,538  
Fixtures and equipment
    24,137       21,887  
Computer software and equipment
    12,162       9,909  
                 
Property and equipment, total
    1,134,572       990,334  
Less: accumulated depreciation
    (160,867 )     (109,336 )
Property and equipment, net
  $ 973,705     $ 880,999  
 
Repair and maintenance expenses for the six months ended June 30, 2012 and 2011 were $8,803 and $8,722, respectively. Depreciation expenses for the three and six months ended June 30, 2012 were $25,666 and $51,532, respectively, and for the three and six months ended June 30, 2011 were $25,313 and $50,614, respectively.


 
12

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)



NOTE 8 – DEFERRED REVENUE

Deferred revenue consisted of the following at:

   
June 30,
   
December 31,
 
2012
 
2011
Membership cards
$
5,202
 
$
2,225
Gift cards
 
4,087
   
3,001
Party deposits
862
 
11,716
Total
$                   10,151
 
$                   16,942

NOTE 9 – INCENTIVE FROM LESSOR

Landlord construction contributions usually take the form of up-front cash.  Depending on the specifics of the leased space and the lease agreement, amounts paid for structural components are recorded during the construction period as leasehold improvements or the landlord construction contributions are recorded as an incentive from lessor.  The incentive from lessor is amortized over the life of the lease which is 10 years.  

The Company received $590,000 from the Company's landlords as construction contributions pursuant to agreed-upon terms in its lease agreement with Westfield Century City.  

The Company is currently building out its Topanga location.  As of June 30, 2012, the Company received a total of $47,500 from the landlords as construction contributions related to the Topanga lease.

Amortization of the incentive from lessor was $24,507 and $23,851 for the three months ended June 30, 2012 and 2011, respectively.  



 
13

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)



NOTE 10 – STOCKHOLDERS’ EQUITY

On July 15, 2010, the Company amended its articles of incorporation to increase the authorized capital from 75,000,000 common shares to 1,125,000,000 common shares.  The Company has only one class of stock.  All rights and privileges normally associated with stock ownership are vested in that single class of stock.

During the three months ended March 31, 2012, the Company authorized the issuance of 50,000 shares of common stock to Sean Richards related to his appointment as Chief Operating Officer of the Company.  The fair value of the shares of common stock was $209,500 which is recorded to common stock payable.  As of the date of this filing, the shares have not been issued.

On June 11, 2012, the Company authorized the issuance of 25,000 shares of common stock to a third party entity in exchange for consulting services.  The fair value of the shares of common stock was $41,000, based upon the closing market price of the Company’s common stock at the date the service was rendered.

On June 11, 2012, the Company authorized the issuance of 7,000 shares of common stock to a third party entity for internet design and consulting services.  The fair value of the shares of common stock was $11,480, based upon the closing market price of the Company’s common stock at the date the service was rendered.

As of June 30, 2012, there have been no other issuances of common stock.

NOTE 11 – WARRANTS AND OPTIONS

As of June 30, 2012, there were no warrants or options outstanding to acquire any additional shares of common stock.

 
14

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)



NOTE 12 – COMMITMENTS AND CONTINGENCIES

The Company leases its restaurant location under an operating lease, with the remaining term being 10 years.  Restaurant leases typically include land and building shells, require contingent rent above the minimum base rent payments based on a percentage of sales ranging from 7% to 10%, have escalating minimum rent requirements over the term of the lease and require various expenses incidental to the use of the property.  The lease also has a renewal option, which Century City may exercise in the future.  The Company’s current lease provides early termination rights, permitting the Company and its landlord to mutually terminate the lease prior to expiration if the Company does not achieve specified sales levels in certain years.

As of June 30, 2012, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows:
 
2012
 
$
91,958
 
2013
 
188,975
 
2014
 
194,644
 
2015
 
200,483
 
2016
 
206,498
 
2017
 
212,692
 
Thereafter
 
482,983
 
Total
 
$
1,578,233
 
 
Rent expense for the Company’s operating lease was $46,181 and $30,229 for the periods during the three months ended June 30, 2012 and 2011, respectively.

On March 23, 2012, GNH Topanga entered into a Lease Agreement with Westfield Topanga Owner, LP, a Delaware limited partnership, to lease approximately 5,900 square feet in the Westfield Topanga Shopping Center.  The lease includes land and building shells, provides a construction reimbursement allowance of up to $475,000, requires contingent rent above the minimum base rent payments based on a percentage of sales ranging from 7% to 10% and require other expenses incidental to the use of the property.  The lease also has a renewal option, which GNH Topanga may exercise in the future.  The Company’s current lease provides early termination rights, permitting the Company and its landlord to mutually terminate the lease prior to expiration if the Company does not achieve specified sales levels in certain years.  The lease is expected to commence on November 1, 2012 and expire on April 30, 2022.  Upon commencement, the aggregate minimum annual lease payments under operating leases, including amounts characterized as deemed landlord financing payments are as follows:

2013
 
$
212,400
 
2014
 
220,896
 
2015
 
229,732
 
2016
 
238,921
 
2017
 
248,478
 
Thereafter
 
1,714,073
 
Total
 
$
2,864,500
 
 
Rent expense for the Company’s operating lease was $0 and $0 for the period during the three months ended June 30, 2012 and 2011, respectively.

NOTE 13 – SUBSEQUENT EVENTS

The Company, the Company’s CEO, Joey Parsi, and a third party, were named in a complaint filed on July 19, 2012 in the Los Angeles Superior Court by Alex Nerush and Preferred Scan, Inc., that alleges fraud, negligent misrepresentation, sale of securities by unlicensed broker, sale of securities by means of false and misleading statements, and money had and received.

The Company does not believe there is any merit to the allegations and will vigorously defend this action.

Advisory Board

On July 1, 2012, the Board of Directors established an advisory board to serve as a valuable complement to the board of directors. The advisory members were appointed by the board for the purpose of offering advice and support on a wide range of issues relevant to the Company.

On July 1, 2012, the board appointed Joan Barnes to the advisory board, effectively immediately. Ms. Barnes is the co-founder and former CEO of Gymboree, an operator of approximately 900 specialty retail stores of children’s apparel as well as nearly 500 play and music centers worldwide.

On August 15, 2012, the board appointed Glenn Golenberg to the advisory board, effective immediately. Mr. Golenberg currently sits on many boards including the California Pizza Kitchen restaurant.


 
15

 
GIGGLES N’ HUGS, INC.
(FORMERLY TEACHER’S PET, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)



NOTE 13 – SUBSEQUENT EVENTS (CONTINUED)

Advisory Board Agreements

On July 1, 2012, we entered into an advisory board agreement with Joan Barnes. The term of the agreement is for a one-year period commencing the date of the agreement. As consideration the Company shall issue 20,000 shares of our restricted common stock to the Advisor. As of the date of this report the shares have not been issued.

On August 15, 2012, we entered into an advisory board agreement with Glenn Golenberg. The term of the agreement is for a one-year period commencing the date of the agreement. As consideration the Company shall pay the advisor $3,000 per month for three months upon signing the agreement and issue a total of 220,000 stock options of the Company’s stock incentive plan to be priced at the same strike price equal to the price of shares upon funding of a least $1million through the Advisors referrals. Funding must be secured by the Company from sources proved by Advisor within the first 120 days of signing the advisory board agreement in order for the options to be earned. Should the Company secure financing of at least $1million through the Advisors sources, we shall pay the Advisor an additional $5,000 per month for nine months plus an accrued amount of $6,000 for the first three months of the agreement.

Consulting Agreements

On July 1, 2012, we entered into a financial public investor relations agreement. As consideration we agreed to pay the consultant $3,000 per month and we shall issue 15,000 shares of our restricted common stock to the consultant. The initial term of the agreement is for 3 months and shall automatically renew every month thereafter unless terminated by either party. As of the date of this report the shares have not been issued.

On July 17, 2012, we entered into a consulting agreement, whereby we engaged the consultant to provide financial and governance reporting services, SEC reporting services, and other business related services. The term of the agreement may be terminated at any time. As consideration the Company shall issue the consultant 10,000 shares of our restricted common stock in exchange for up to 40 hours of services. Any hours in excess of the 40 hours will be paid at $200 per hour either in cash or stock. As of the date of this report the shares have not been issued.

The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes there are no further material subsequent events to report.


 
16

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements regarding:

·  
our ability to diversify our operations;
·  
inability to raise additional financing for working capital;
·  
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
·  
our ability to attract key personnel;
·  
our ability to operate profitably;
·  
deterioration in general or regional economic conditions;
·  
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
·  
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
·  
the inability of management to effectively implement our strategies and business plan;
·  
inability to achieve future sales levels or other operating results;
·  
the unavailability of funds for capital expenditures;
·  
other risks and uncertainties detailed in this report;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Giggles”, “the Company”, and similar terms refer to Giggles N’ Hugs, Inc. unless otherwise expressly stated or the context otherwise requires.

Overview

Giggles is a family-friendly restaurant with play areas for children 10 years and younger. The restaurant also features daily live entertainment and shows. The restaurant design is intended to create a fun, casual, family atmosphere where children can interact with parents and each other and where everyone enjoys freshly prepared, organic, nutritious and reasonably priced meals.

Currently, Giggles owns and operates one restaurant in the Westfield mall in Century City, California, and our second restaurant which is currently in development in the Westfield mall in Topanga, California. In the future, we plan to open a number of our Giggles N Hugs themed restaurants in high end malls throughout the country.

 
17

 


RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended June 30, 2012 and June 30, 2011:

REVENUE

   
Three Months Ended
June 30,
   
Increase (Decrease)
 
   
2012
   
2011
   
$
     
%
 
Revenue:
                         
Food and beverage sales
 
$
170,961
   
$
173,608
   
$
 (2,647)
     
(1.52)
%
Private party rentals
   
89,135
     
87,132
     
2,003
     
2.30
%
Other sales
   
65,692
     
57,621
     
8,071
     
14.01
%
Allowances, returns and discounts
   
 (12,724
)
   
 (25,900
)
   
13,176
     
(50.87)
%
Net sales
 
$
313,064
   
$
292,461
   
$
20,603
     
7.04
%

Our food and beverage sales for the three months ended June 30, 2012 were $170,961 compared to $173,608 in the three months ended June 30, 2011. This resulted in a decrease in food and beverage sales of $2,647, or 1.52%, from the same period a year ago. We offer a healthy alternative to typical child friendly restaurants, offering appetizing menu options that incorporate nutritious ingredients some children would normally shy away from. We are continuously evaluating and modifying our menu to accommodate guest requests. During July 2011, we obtained our liquor license and began to offer alcoholic beverages. To date, we have realized modest sales volumes related to the purchases of alcoholic beverages by our customers.

Our private party rentals for the three months ended June 30, 2012 were $89,135 compared to $87,132 in the three months ended June 30, 2011. This resulted in an increase in private party rentals of $2,003, or 2.30%, from the same period a year ago. Party rentals range from as few as 15 guests up to 200 and contribute significantly to our revenues. Private party rentals accounted for over 28% of net sales during the three months ended June 30, 2012 and over 30% in the three months ended June 30, 2011. We believe that party revenue will continue to be a significant contributor to net sales and we plan to work diligently to advertise the availability of and attract future parties.  Management believes that party revenue will tend to be cyclical; the first fiscal quarter of the year is a typically slower period for parties, as there are fewer major holidays compared to the fourth quarter, for example.  As a result, management expects revenues from parties to increase during the summer months and winter, while the first and third quarters may experience some weakness.

Sales from other sources include the fee we charge for guests to access our over 2,000 square-foot children’s play area, sales of our one-, three- or six-month membership cards entitling entrance to the play area at a discounted price and sales from Giggles N Hugs-branded merchandise. Other sales for the three months ended June 30, 2012 were $65,692 compared to $57,621 in the three months ended June 30, 2011. This resulted in an increase in sales of $8,071, or 14.01%, from the same period a year ago.  Management attributes this to our own internal marketing efforts, as well as the Westfield Century City Mall holding periodic events to boost traffic to the mall, in general.

 
18

 


Allowances, returns and discounts for the three months ended June 30, 2012 were $12,724 compared to $25,900 in the three months ended June 30, 2011. This resulted in a decrease in allowances, returns and discounts of $13,176, or 50.87%, from the same period a year ago.  We believe 2011 allowances were higher primarily because we offered a greater number of coupons and discounts to attract customers to our location, which had only opened its doors in December 2010.  We hope to reduce our reliance on the use of coupons and discounts to attract customers in future periods.

COSTS AND OPERATING EXPENSES

   
Three Months Ended
June 30,
   
Increase (Decrease)
 
   
2012
   
2011
   
$
     
%
 
Costs and operating expenses:
                         
Cost of sales including food and beverage
 
$
71,251
   
$
70,168
   
$
1,083
     
1.54
%
Labor
   
100,239
     
120,762
     
 (20,523
)
   
(16.99)
%
Occupancy cost
   
64,137
     
60,424
     
3,713
     
6.14
%
Depreciation
   
25,666
     
25,313
     
353
     
1.39
%
Total operating expenses
 
$
261,293
   
$
276,667
   
$
 (15,374
)
   
(5.56)
%
                                 
Other Expenses
                               
Executive compensation
   
109,488
     
38,269
     
 71,219
     
186.10
%
Consulting expenses
   
57,480
     
183,350
     
 (125,870
)
   
(68.65)
%
Professional expenses
   
89,357
     
71,711
     
 17,646
     
24.61
%
General and administrative expenses
   
64,957
     
35,629
     
29,328
     
82.31
%
Total other expenses
   
321,282
     
328,959
     
7,677
 
   
(2.33)
%
                                 
Total costs and operating expenses
   
582,575
     
605,626
     
(23,051)
     
(3.81)
%
                                 
Net Loss
 
$
(271,111
)
 
$
(313,165
)
 
$
(42,054
)
   
(13.4)
%

Notes to Costs and Operating Expenses table:

Cost of sales. Costs related to food purchases, supplies and general restaurant operations totaled $71,251 during the three months ended June 30, 2012, which was 1.54% higher than cost of sales of $70,168 in the three months ended June 30, 2011. Food costs fluctuate regularly and are difficult to offset or minimize. Any increase in costs of certain commodities could adversely impact our operations unless we pass any such price increases to our guests.

Labor. Labor expenses for the three months ended June 30, 2012 was $100,239, a decrease of 16.99%, from the three months ended June 30, 2011. We are a customer service company and our primary variable cost is related to providing such services. As a result, labor costs comprised 38.3% of our total expenses during the three months ended June 30, 2012, compared to 43.6% in the comparable period ended June 30, 2011. Labor costs are constantly fluctuating and any changes to minimum wages payable could adversely impact our operations.

Occupancy Cost. Occupancy cost for the three months ended June 30, 2012 was $64,137, an increase of 6.14%, from the three months ended June 30, 2011. Rent and other related items should not materially vary from period to period.

 
19

 


Depreciation. Depreciation for the three months ended June 30, 2012 was $25,666, an increase of 1.39%, from the three months ended June 30, 2011. We depreciate and amortize purchases of our ongoing capital investments and the construction and leasehold improvements related to the development of our Century City store. On March 23, 2012, we entered into a lease to develop a new location in Topanga, California, for which we expect to incur further construction costs that will be depreciated and amortized in future periods.

Executive Compensation. During the three months ended June 30, 2012, executive compensation increased $71,219 or 186.10%, to $109,488 from $38,269 for the three months ended June 30, 2011.

Consulting Expenses. In the three months ended June 30, 2012, we incurred consulting expense of $57,480, compared to $183,350 in the comparable period ended June 30, 2011. The consulting expense primarily related to the preparation for the December 2011 reverse merger, and we expect the majority of fees paid to consultants in 2011 were non-recurring. Our management expects consulting fees to continue to decline during the fiscal year 2012. Unfortunately, there can be no assurance we will experience any such decline in consulting expenses.

Professional Expenses. Professional fees for the three months ended June 30, 2012 was $89,357, an increase of 24.61%, from the three months ended June 30, 2011, in which we incurred $71,711 in professional fees. These fees primarily include accounting fees, fees related to the audit of our financial statements, legal fees and fees incurred from other professional service firms. We expect to continue to incur professional fees in relation to maintaining our public reporting status with the Securities and Exchange Commission.

General and Administrative. In the normal course of our operations, we incur various expenses, including, but not limited to, legal fees, accounting fees, advertising and promotion, utilities, office supplies and postage and shipping expenses. During the three months ended June 30, 2012, general and administrative expenses were $64,957, compared to $35,629 in the three months ended June 30, 2011.

Net Loss

Our net loss for the three months ended June 30, 2012 was $271,111, a decrease of $42,054, or 13.4%, from $313,165 for the three months ended June 30, 2011. We continue to have a net loss and believe the loss will be reduced and profitability will be attained in future quarters as the popularity of our restaurants increase.

Results of Operations for the Six Months Ended June 30, 2012 and June 30, 2011:

REVENUE

   
Six Months Ended
June 30,
   
Increase (Decrease)
 
   
2012
   
2011
   
$
     
%
 
Revenue:
                         
Food and beverage sales
 
$
335,810
   
$
328,697
   
$
7,113
     
2.16%
%
Private party rentals
   
195,949
     
146,423
     
49,526
     
33.82%
%
Other sales
   
133,890
     
113,818
     
20,072
     
17.64%
%
Allowances, returns and discounts
   
 (23,775
)
   
(55,168
)
   
(31,393)
     
(56.90)
%
Net sales
 
$
641,874
   
$
533,770
   
$
108,104
     
20.25%
%

 
20

 



Our food and beverage sales for the six months ended June 30, 2012 were $335,810 compared to $328,697 in the six months ended June 30, 2011. This resulted in an increase in food and beverage sales of $7,113, or 2.16%, from the same period a year ago. We offer a healthy alternative to typical child friendly restaurants, offering appetizing menu options that incorporate nutritious ingredients some children would normally shy away from. We are continuously evaluating and modifying our menu to accommodate guest requests. During July 2011, we obtained our liquor license and began to offer alcoholic beverages. To date, we have realized modest sales volumes related to the purchases of alcoholic beverages by our customers.

Our private party rentals for the six months ended June 30, 2012 were $195,949 compared to $146,423 in the six months ended June 30, 2011. This resulted in an increase in private party rentals of $49,526, or 33.82%, from the same period a year ago. Party rentals range from as few as 15 guests up to 200 and contribute significantly to our revenues. Private party rentals accounted for over 31% of net sales during the six months ended June 30, 2012 and over 27% in the six months ended June 30, 2011. We believe that party revenue will continue to be a significant contributor to net sales and we plan to work diligently to advertise the availability of and attract future parties.  Management believes that party revenue will tend to be cyclical; the first fiscal quarter of the year is a typically slower period for parties, as there are fewer major holidays compared to the fourth quarter, for example.  As a result, management expects revenues from parties to increase during the summer months and winter, while the first and third quarters may experience some weakness.

Sales from other sources include the fee we charge for guests to access our over 2,000 square-foot children’s play area, sales of our one-, three- or six-month membership cards entitling entrance to the play area at a discounted price and sales from Giggles N Hugs-branded merchandise. Other sales for the six months ended June 30, 2012 were $133,890 compared to $113,818 in the six months ended June 30, 2011. This resulted in an increase in sales of $20,072, or 17.64%, from the same period a year ago.  Management attributes this to our own internal marketing efforts, as well as the Westfield Century City Mall holding periodic events to boost traffic to the mall, in general.

Allowances, returns and discounts for the six months ended June 30, 2012 were $23,775 compared to $55,168 in the six months ended June 30, 2011. This resulted in a decrease in allowances, returns and discounts of $31,393, or 56.90%, from the same period a year ago.  We believe 2011 allowances were higher primarily because we offered a greater number of coupons and discounts to attract customers to our location, which had only opened its doors in December 2010.  We hope to reduce our reliance on the use of coupons and discounts to attract customers in future periods.

COSTS AND OPERATING EXPENSES

   
Six Months Ended
June 30,
   
Increase (Decrease)
 
   
2012
   
2011
   
$
     
%
 
Costs and operating expenses:
                         
Cost of sales including food and beverage
 
$
138,805
   
$
135,315
   
$
3,490
     
2.58
%
Labor
   
232,376
     
257,587
     
(25,211
)
   
(9.79)
%
Occupancy cost
   
119,467
     
126,263
     
(6,796
)
   
(5.38)
%
Depreciation
   
51,532
     
50,613
     
919
     
1.82
%
Total operating expenses
 
$
542,180
   
$
569,778
   
$
(27,598
)
   
(4.84)
%
                                 
Other Expenses
                               
Executive compensation
   
209,675
     
38,269
     
171,406
     
447.90
%
Stock-based executive compensation
   
209,500
     
-
     
209,500
     
*
 
Consulting expenses
   
67,480
     
391,589
     
(324,109
)
   
(82.77)
%
Professional expenses
   
155,029
     
130,770
     
24,259
     
18.55
%
General and administrative expenses
   
130,313
     
104,948
     
25,365
     
24.17
%
Total other expenses
   
771,997
     
665,576
     
106,421
     
15.99
%
                                 
Total costs and operating expenses
   
1,314,177
     
1,235,354
     
78,823
     
6.38
%
                                 
Net Loss
 
$
(673,903
)
 
$
(701,584
)
 
$
(27,681
)
   
(3.95)
%

Notes to Costs and Operating Expenses table:

* Not divisible by zero.

 
21

 


Cost of sales. Costs related to food purchases, supplies and general restaurant operations totaled $138,805 during the six months ended June 30, 2012, which was 2.58% higher than cost of sales of $135,315 in the six months ended June 30, 2011. Food costs fluctuate regularly and are difficult to offset or minimize. Any increase in costs of certain commodities could adversely impact our operations unless we pass any such price increases to our guests.

Labor. Labor expenses for the six months ended June 30, 2012 was $232,376, a decrease of 9.79%, from the six months ended June 30, 2011. We are a customer service company and our primary variable cost is related to providing such services. As a result, labor costs comprised 42.8% of our total expenses during the six months ended June 30, 2012, compared to 45.2% in the comparable period ended June 30, 2011. Labor costs are constantly fluctuating and any changes to minimum wages payable could adversely impact our operations.

Occupancy Cost. Occupancy cost for the six months ended June 30, 2012 was $119,467, a decrease of 5.38%, from the six months ended June 30, 2011. Rent and other related items should not materially vary from period to period.

Depreciation. Depreciation for the six months ended June 30, 2012 was $51,532, an increase of 1.82%, from the six months ended June 30, 2011. We depreciate and amortize purchases of our ongoing capital investments and the construction and leasehold improvements related to the development of our Century City store. On March 23, 2012, we entered into a lease to develop a new location in Topanga, California, for which we expect to incur further construction costs that will be depreciated and amortized in future periods.

Executive Compensation. During the six months ended June 30, 2012, executive compensation increased $380,906 or 995.34%, to $419,175 from $38,269 for the six months ended June 30, 2011.  The comparative increase in executive compensation is primarily attributable to the $209,500 expense of non-cash stock compensation in conjunction with the addition of our chief operating officer during the period ended June 30, 2012.

Consulting Expenses. In the six months ended June 30, 2012, we incurred consulting expense of $67,480, compared to $391,589 in the comparable period ended June 30, 2011. The consulting expense primarily related to the preparation for the December 2011 reverse merger, and we expect the majority of fees paid to consultants in 2011 were non-recurring. Our management expects consulting fees to continue to decline during the fiscal year 2012. Unfortunately, there can be no assurance we will experience any such decline in consulting expenses.

Professional Expenses. Professional fees for the six months ended June 30, 2012 was $155,029, an increase of 18.55%, from the six months ended June 30, 2011, in which we incurred $130,770in professional fees. These fees primarily include accounting fees, fees related to the audit of our financial statements, legal fees and fees incurred from other professional service firms. We expect to continue to incur professional fees in relation to maintaining our public reporting status with the Securities and Exchange Commission.

General and Administrative. In the normal course of our operations, we incur various expenses, including, but not limited to, legal fees, accounting fees, advertising and promotion, utilities, office supplies and postage and shipping expenses. During the six months ended June 30, 2012, general and administrative expenses were $130,313, compared to $104,948 in the six months ended June 30, 2011.

 
22

 


Net Loss

Our net loss for the six months ended June 30, 2012 was $673,903, a decrease of $27,681, or 3.95%, from $701,584 for the six months ended June 30, 2011. We continue to have a net loss and believe the loss will be reduced and profitability will be attained in future quarters as the popularity of our restaurants increase.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2012, we had $109,864 in cash and equivalents, $14,959 in inventory and $4,469 in prepaid expenses. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Report. To date, we have financed our operations through the issuance of stock and borrowings, in addition to sales-generated revenue.

The following table sets forth a summary of our cash flows for the six months ended June 30, 2012 and 2011:

   
Six Months Ended
June 30,
 
   
2012
   
2011
 
Net cash used in operating activities
 
$
(354,207
)
 
$
(719,164
)
Net cash used in investing activities
   
(144,238
)
   
(31,289
)
Net cash provided by financing activities
   
-
     
1,700,075
 
Net (decrease) increase in Cash
   
(498,445)
     
949,622
 
Cash, beginning of period
   
608,309
     
15,584
 
Cash, end of period
 
$
109,864
   
$
965,206
 

Operating activities

Net cash used in operating activities was $354,207 for the six months ended June 30, 2012, as compared to $719,164 used in operating activities for the same period in 2011.

Investing activities

Net cash used in investing activities was $144,238 for the six months ended June 30, 2012, as compared to $31,289 used in investing activities for the same period in 2011.

Financing activities

Net cash provided by financing activities for the six months ended June 30, 2012 was $0, as compared to $1,700,075 for the same period of 2011.

We expect to use our cash to invest in our core businesses, including new product innovations, advertising and marketing, as well as the construction and build-out of additional restaurant locations. Other than normal operating expenses, cash requirements for fiscal 2012 are expected to consist primarily of capital expenditures for the build out of our Topanga, California stores and additional investments in advertising and marketing efforts.

 
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Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Operation Plan

Our overall business plan is to expand and grow our restaurants and increase revenues. Subject to availability of sufficient capital, our business and strategy will be directed toward the following approaches.

Company-Owned Restaurants.  One near term strategy is to explore opening company-owned and/or managed restaurants within the next twelve months. Currently, we are in discussions with The Westfield Group to potentially open new Giggles N Hugs restaurants at The Westfield Valencia Mall and The Westfield Santa Anita Mall. In March 2012, we signed a 10-year commercial lease for 5,900 square feet of space at The Westfield Topanga Shopping Center in the San Fernando Valley. We have signed a new lease for the Topanga Mall location. We anticipate each location costing a total of $1.1 million to open.

Franchising.  In addition to, or in lieu of our company-owned restaurants, we believe we can efficiently grow our operations by franchising our stores to a well-qualified and financed franchising group for large scale development. Currently, we have no plans to franchise our stores unless we get an experienced franchisor to do multiple locations and that will maintain the quality, atmosphere, and reputation of our brand.

Existing Services.  We plan to further market and promote our existing products and designs directly to consumers. In addition, we plan to constantly refine and improve our food products. This is ongoing. This initiative includes new menu items, new activities, and expanding our marketing through social networks like Facebook and Twitter.

New Products and Services.  We are currently expanding, and intend to further expand, our product and service offerings. Some of the new products and services include:

•Curb-side take-out.  As with many restaurants with no drive-thru, we have established a curb-side, take-out service for our customers. Since the majority of our patrons are parents, convenient take-out is a significant factor. The ease of not having to remove kids from their car-seats when purchasing food is a significant factor for return patronage. This service is now available at our Century City location.

•Drop-off service.  We offer “drop-off” service where parents can drop off their kids at our unique restaurant to play while they go shopping in the mall.  Parents must agree to remain on the premises of the mall, while we supervise their children.  Our play aides supervise and interact with up to four children at a time and the service costs $14.00 per hour. This service is now available at our Century City location.

 
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•Beer/Wine license.  Parents have enquired about beer and/or wine to accompany their meals. Since margins from alcoholic beverages are often high, we believe this would increase our revenues without a proportional increase in costs. We recently acquired our beer and wine license for the Century City location. This service is now available at out Century City location.

•Furniture and Equipment Referrals.  Parents frequently ask us where to purchase various furniture, fixtures, toys, and equipment inside our play area. We are in discussions with a baby products supplier to potentially receive commissions for each referral. We have been in active discussions with manufacturers but have not come to any definitive agreement.

•Baby food.  As part of our branding, we may add Giggles N Hugs baby foods for toddlers too young for solid foods. We already offer mashed bananas, and pureed butternut squash. Currently, we are not planning on the branding initiative at this time.

•Merchandising.  We intend to sell books, stuffed animals, toys, cups, t-shirts, and balls all with the Giggles N Hugs logo. We are in active discussions with potential manufacturers and licensing agencies but we are 6 to 12 months away from any products.

•Gift Certificates.  We offer gift certificates of different denominations for people of all ages.

Without sufficient cash flow from operations we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months.  We will require additional cash resources due to changed business conditions, implementation of our strategy to successfully expand our operations.  If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities.  The sale of additional equity securities will result in dilution to our stockholders.  The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business.  Financing may not be available in amounts or on terms acceptable to us, if at all.  Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

This item is not applicable as we are currently considered a smaller reporting company.

Item 4T. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, Joey Parsi, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on his evaluation, he concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 
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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company, the Company’s CEO, Joey Parsi, and a third party, were named in a complaint filed on July 19, 2012 in the Los Angeles Superior Court by Alex Nerush and Preferred Scan, Inc., that alleges fraud, negligent misrepresentation, sale of securities by unlicensed broker, sale of securities by means of false and misleading statements, and money had and received.

The Company does not believe there is any merit to the allegations and will vigorously defend this action.

As of the date of this Report, the Company was not subject to any other material legal proceedings. From time to time, however, the Company is named as a defendant in legal actions arising from normal business activities. Although the Company cannot accurately predict the amount of its liability, if any, that could arise with respect to currently pending legal actions, it is not expected that any such liability will have a material adverse effect on the Company’s financial position, operating results or cash flows.

Item 1A. Risk Factors

Our significant business risks are described in Item 1A to Form 10-K for the year ended December 31, 2011 to which reference is made herein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Stock Issuances

On June 11, 2012, we authorized the issuance of 25,000 shares of common stock to a consultant pursuant to a consulting agreement dated June 1, 2012. The shares were issued on June 20, 2012.

On June 11, 2012, we authorized the issuance of 7,000 shares of common stock to a consultant pursuant to a consulting agreement dated April 18, 2012.  The shares were issued on June 20, 2012.

 
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We believe that the issuance and sale of the above securities was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule. The securities were sold directly by us and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the securities, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the securities.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities from the time of our inception through the period ended June 30, 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On July 1, 2012, the Board of Directors established an advisory board to serve as a valuable complement to the board of directors. The advisory members were appointed by the board for the purpose of offering advice and support on a wide range of issues relevant to the Company.

On July 1, 2012, the board appointed Joan Barnes to the advisory board, effectively immediately. Ms. Barnes is the co-founder and former CEO of Gymboree, an operator of approximately 900 specialty retail stores of children’s apparel as well as nearly 500 play and music centers worldwide.

On August 15, 2012, the board appointed Glenn Golenberg to the advisory board, effective immediately. Mr. Golenberg currently sits on many boards including the California Pizza Kitchen restaurant.

Advisory Board Agreements

On July 1, 2012, we entered into an advisory board agreement with Joan Barnes. The term of the agreement is for a one-year period commencing the date of the agreement. As consideration the Company shall issue 20,000 shares of our restricted common stock to the Advisor. As of the date of this report the shares have not been issued.

 
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On August 15, 2012, we entered into an advisory board agreement with Glenn Golenberg. The term of the agreement is for a one-year period commencing the date of the agreement. As consideration the Company shall pay the advisor $3,000 per month for three months upon signing the agreement and issue a total of 220,000 stock options of the Company’s stock incentive plan to be priced at the same strike price equal to the price of shares upon funding of a least $1million through the Advisors referrals. Funding must be secured by the Company from sources proved by Advisor within the first 120 days of signing the advisory board agreement in order for the options to be earned. Should the Company secure financing of at least $1million through the Advisors sources, we shall pay the Advisor an additional $5,000 per month for nine months plus an accrued amount of $6,000 for the first three months of the agreement.

Consulting Agreements

On July 1, 2012, we entered into a financial public investor relations agreement. As consideration we agreed to pay the consultant $3,000 per month and we shall issue 15,000 shares of our restricted common stock to the consultant. The initial term of the agreement is for 3 months and shall automatically renew every month thereafter unless terminated by either party. As of the date of this report the shares have not been issued.

On July 17, 2012, we entered into a consulting agreement, whereby we engaged the consultant to provide financial and governance reporting services, SEC reporting services, and other business related services. The term of the agreement may be terminated at any time. As consideration the Company shall issue the consultant 10,000 shares of our restricted common stock in exchange for up to 40 hours of services. Any hours in excess of the 40 hours will be paid at $200 per hour either in cash or stock. As of the date of this report the shares have not been issued.

Item 6. Exhibits.

Exhibit No.
 
Description
31.1
 
Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS*
 
XBRL Instance Document
     
101.SCH*
 
XBRL Taxonomy Extension Schema
     
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase
     
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase
     
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase

*
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

   
GIGGLES N’ HUGS, INC.
       
       
Date: August 20, 2012
 
By:
/S/ Joey Parsi 
     
Joey Parsi
     
Chief Executive Officer
     
(Principal Executive Officer and duly authorized signatory)


 
 
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