Statement of Ownership (sc 13g)
January 30 2017 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(AMENDMENT NO. ___) *
Giggles
N’ Hugs Inc.
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(Name of issuer)
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Common Stock. $0.001 value per share
(Title of class of securities)
37518A104
(CUSIP number)
January 26, 2017
(Date of Event Which Requires filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
* The remainder of this cover
page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (1-06)
CUSIP No. 37518A104
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13G
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Page
2
of 5 Pages
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1.
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Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities
only).
ICONIC HOLDINGS, LLC.
EIN: 46-1376153
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Reporting
Person
With:
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5.
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Sole Voting Power
10,227,653*
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6.
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Shared Voting Power
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7.
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Sole Dispositive Power
10,227,653*
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8.
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Shared Dispositive Power
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
10,227,653*
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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11.
9.99%*
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Percent of Class Represented by Amount in Row (9)
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12.
CO
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Type of Reporting Person (See Instructions)
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FOOTNOTES
*Iconic has rights, under a Convertible Promissory Note, to
own an aggregate number of shares of the Issuer’s common stock, which, except for a contractual cap on the amount of outstanding
shares of the Issuer’s common stock that Iconic may own, could exceed such a cap. Iconic’s ownership cap is 9.99%.
Thus, the number of shares of the Issuer’s common stock beneficially owned by Iconic as of the date of this filing was 10,227,653*
shares, as calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, which is 9.99% of the 102,378,905
shares that were outstanding on that date.
CUSIP No. 37518A104
|
13G
|
Page
3
of 5 Pages
|
Item 1
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(a)
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Name
of lssuer:
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Giggles N’ Hugs Inc.
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(b)
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Address Of Issuer's Principal Executive Offices:
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10250 Santa Monica Blvd. Suite
155, Los Angeles, CA 90067
Item 2
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(a)
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Name of Person Filing:
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ICONIC HOLDINGS, LLC.
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(b)
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Address of Principal Business Office, or, if none,
Residence:
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2251 San Diego Avenue, Suite B150,
San Diego CA 92110
Delaware
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(d)
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Title of Class of Securities:
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Common Stock, $0.001 value per
share
37518A104
Item 3
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If this statement is filed pursuant to §240.13d-I(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
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(a)
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¨
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Broker or dealer registered under
section 15 of the Act (15 U.S.C, 78o).
|
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(b)
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¨
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
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¨
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section
8 of the Investment Company Act (15 U.S.C.80a-8).
|
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(e)
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¨
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An investment adviser
in accordance with §240.13d-l(b)(l)(ii)(E).
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(f)
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¨
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An employee benefit
plan or endowment fund in accordance with §240.13d-l(b)(ii)(F).
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(g)
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¨
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A parent holding company
or control person in accordance with §240.13d-l(b)(l)(ii)(G).
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(h)
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¨
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A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813).
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group in accordance with §240.13d-l(b)(ii)(J).
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CUSIP No. 37518A104
|
13G
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Page
4
of 5 Pages
|
|
(a)
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Amount beneficially owned 10,227,653*
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(b)
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Percent of class: 9.99%*
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(c)
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Number of shares as to which the person has:
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(i) Sole power to vote or
to direct the vote 10,227,653*
(ii) Shared power to vote or to
direct the vote
(iii) Sole power to dispose or
to direct the disposition of 10,227,653*
(iv) Shared power to dispose or
to direct the disposition of
*Iconic has rights, under a Convertible Promissory Note, to
own an aggregate number of shares of the Issuer’s common stock, which, except for a contractual cap on the amount of outstanding
shares of the Issuer’s common stock that Iconic may own, could exceed such a cap. Iconic’s ownership cap is 9.99%.
Thus, the number of shares of the Issuer’s common stock beneficially owned by Iconic as of the date of this filing was 10,227,653*
shares, as calculated in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, which is 9.99% of the 102,378,905
shares that were outstanding on that date.
Item 5
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Ownership of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
¨
Item 6
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Ownership of More Than Five Percent on Behalf
Of Another Person
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Item 7
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Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Item 8
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Identification and Classification of Members
of The Group
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Item 9
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Notice of Dissolution of Group
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(a)
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The following certification
shall be included if the statement is filed pursuant to §240.13d-l (b):
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By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.
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(b)
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The following certification shall be included
if the statement is filed pursuant to §240.13d-l(c):
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By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
CUSIP No. 37518A104
|
13G
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Page
5
of 5 Pages
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SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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January
26, 2017
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Date
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/s/ Michael
Sobeck
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Signature
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|
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Michael Sobeck,
Manager
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Name/Title
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The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of
the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that
a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE
: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7 for other parties for whom
copies are to be sent.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)