8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 30, 2011

GIGGLES N HUGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-138944	20-1681362
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10250 Santa Monica Blvd., #155

Los Angeles, California 90067

(Address of Principal Executive Offices, including zip code)

(310) 553-4847

(Registrant’s telephone number, including area code)

1000 N. Green Valley Pkwy, Suite 440-484, Henderson, NV 89074

(Former name or former address, if changed since last report.)

Copies of Communications to:

Stoecklein Law Group

Emerald Plaza

402 West Broadway

Suite 690

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-0556

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 30, 2011, the Registrant completed the reverse triangular merger by and among Giggles N Hugs Sub Co. (“Sub Co”), a Nevada corporation and wholly owned subsidiary of the Registrant, and GNH, Inc. (“GNH”), a Nevada corporation, whereby GNH became a wholly owned subsidiary of the Registrant.

Additionally, pursuant to the terms of the Merger Agreement, the Registrant 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 Registrant effective December 30, 2011.

Pursuant to the conditions to closing of the Merger, the Registrant issued 18,289,716 shares of common stock in exchange for 100% of GNH’s outstanding common stock and obtained cancellation of a total of 47,607,250 shares of common stock.

As a result of the closing of the Merger, the Registrant’s main focus has been redirected to the operations of GNH.  The Registrant 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, the Registrant obtained ownership to all intellectual property rights for Giggles N Hugs facilities in the future.

The Registrant intends to file an amendment to this Form 8-K within the 4 day deadline to include Form 10 type information of the acquired company pursuant to Item 2.01(f) of Form 8-K, audited financial statements of the business acquired pursuant to Item 9.01(a), and pro forma financial information pursuant to Item 9.01(b).

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
2.1	Acquisition Agreement and Plan of Merger by and among Giggles ‘N’ Hugs, Inc., Giggles ‘N’ Hugs Sub Co, and GNH, Inc. dated September 23, 2010 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on September 24, 2010)
2.4	Addendum No. 3 to Acquisition Agreement and Plan of Merger by and among Giggles N Hugs, Inc., Giggles N Hugs Sub Co, and GNH dated December 30, 2011.
2.5	Articles of Merger dated December 30, 2011

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SIGNATURES

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 hereunto duly authorized.

GIGGLES N’ HUGS, INC.

By: /S/ Joey Parsi

Joey Parsi, President

Date:  December 30, 2011

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EX-2.4

ADDENDUM NO. 3 TO

ACQUISITION AGREEMENT AND PLAN OF MERGER

BY AND AMONG

GIGGLES N HUGS, INC.,

GIGGLES N HUGS SUB CO.,

AND

GNH, INC.

THIS ADDENDUM NO. 3 TO ACQUISITION AGREEMENT AND PLAN OF MERGER (“Addendum No. 3”) is made and entered into effective this 30th day of December, 2011, by and among GIGGLES N HUGS, INC., a Nevada Corporation (“Giggles N Hugs”), GIGGLES N HUGS SUB CO, a Nevada Corporation and wholly owned subsidiary of Giggles N Hugs (“Giggles N’ Hugs Sub Co”) and GNH, INC., a Nevada Corporation (“GNH”).

RECITALS

A.On September 23, 2010, Giggles N Hugs entered into a reverse triangular merger by and among Giggles N Hugs Sub Co., and GNH (collectively the “Parties”), Giggles N Hugs Sub Co and GNH being the constituent entities in the merger, whereby Giggles N Hugs intends to issue 14,000,000 shares of its 144 restricted common stock in exchange for 100% of GNH’s outstanding common stock in addition to cancelling 45,000,000 shares of common stock. Pursuant to the terms of the merger, Giggles N Hugs Sub Co will be merged with GNH wherein Giggles N Hugs Sub Co shall cease to exist and GNH will become a wholly owned subsidiary of Giggles N Hugs.

B.The Acquisition Agreement and Plan of Merger contains conditions to closing which include: (i) GNH obtaining 100% of the membership interest of Giggles N Hugs LLC (“Giggles LLC”), a California limited liability company who owns and operates kid friendly restaurants named Giggles N Hugs, and (ii) audited financial statements of Giggles N Hugs LLC.

C.On November 15, 2010, the Parties entered into an Addendum No. 1 to the Acquisition Agreement and Plan of Merger to extend the effective date to March 31, 2011.

D.As of March 31, 2011, the conditions to closing had not been met by all Parties.

E.On November 16, 2011, the Parties entered into an Addendum No. 2 to the Acquisition Agreement and Plan of Merger to extend the effective date to November 16, 2011 and to include the closing condition that all membership interest holders of Giggles LLC shall have converted their membership interest into shares of common stock of GNH prior to the effective date.

F.Subject to the terms and conditions set forth in the Addendum No. 1 and 2 to the Acquisition Agreement and Plan of Merger, the Merger was anticipated to become effective on November 16, 2011.

G.As of the date of this Addendum No. 3, the conditions to closing have not been met by all Parties.

H.The Parties have determined to extend the effective date to December 30, 2011 and to remove the additional closing condition that all membership interest holders of Giggles LLC shall have converted their membership interest into shares of common stock of GNH prior to the effective date.

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I.The Parties have determined that it is in the best interest of GNH to acquire all of the assets, liabilities and operations of the Century City Location of Giggles LLC instead of obtaining 100% of the membership interest of Giggles LLC.

NOW, THEREFORE, for and in consideration of the foregoing, and of the mutual covenants, agreements, undertakings, representations and warranties contained herein, the parties hereto agree as follows:

1.The Effective Time described and defined in Section 1.2 of the Acquisition Agreement and Plan of Merger is hereby extended to December 30, 2011. This section is revised to provide that despite the date in which the Certificate of Merger is delivered to the Secretary of the State of Nevada for filing, the closing date is December 30, 2011.

2.Section 1.3 Closing of the Merger is revised to reflect that the Merger (the “Closing”) will take place on December 30, 2011.

3.   Section 1.7 Conversion of Shares, has been revised as follows;

 (a) At the Effective Time, each share of common stock, par value $0.001 per share of GNH (individually a "GNH Share" and collectively, the "GNH Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GNH, Giggles ‘N’ Hugs, or the holder thereof, be converted into and shall become fully paid and nonassessable Giggles ‘N’ Hugs common shares determined by dividing (i) Eighteen Million Two Hundred Eighty Nine Thousand Seven Hundred Sixteen (18,289,716), by (ii) the total number of shares of GNH, Fourteen Million Five Hundred Twenty Nine Thousand (14,529,000) outstanding immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more shares of GNH common stock shall be entitled to receive in exchange therefore a number of shares of Giggles ‘N’ Hugs Common Stock equal to the product of (x) (the number of shares of GNH common stock (14,529,000)), times (y) (the Exchange Ratio. Giggles ‘N’ Hugs Shares and GNH Shares are sometimes referred to collectively herein as "Shares." By way of example, 18,289,716 / 14,529,000 = 1.26 (the Exchange Ratio). The number of shares of GNH common stock held by a stockholder (assume 100,000 shares) times the Exchange Ratio of 1.26 equals 126,000 shares of Giggles ‘N’ Hugs Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Giggles ‘N’ Hugs Common Stock or GNH Common Stock are changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of Giggles ‘N’ Hugs Common Stock into which each share of GNH Common Stock will be converted as a result of the Merger will be adjusted appropriately.

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4.Section 2.2 Capitalization of Giggles ‘N’ Hugs, is revised as follows;

 (a) The authorized capital stock of Giggles ‘N’ Hugs consists of: (i) One Billion, One Hundred Twenty-five Million (1,125,000,000) Giggles ‘N’ Hugs Common Shares, par value $0.001 per share, of which, as of December 30, 2011, approximately 52,179,929 Giggles ‘N’ Hugs Shares were issued and outstanding. At or prior to the Effective Time the total issued and outstanding shares of Giggles ‘N’ Hugs will be approximately 22,862,145 (pursuant to Section 5.3(d) the cancellation of 45,000,000 shares held by Tracie Hadama and pursuant to Section 1.7(a) the issuance of 14,539,000 shares to GNH). The authorized capital stock of Giggles ‘N’ Hugs Sub Co consists of One Million (1,000,000) shares of common stock ("Giggles ‘N’ Hugs Sub Co Shares"), of which, at the Effective Time, One thousand (1,000) shares will be issued and outstanding.  All of the outstanding Giggles ‘N’ Hugs Shares and Giggles ‘N’ Hugs Sub Co Shares have been or at the Effective Time will be duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth herein, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of Giggles ‘N’ Hugs or Giggles ‘N’ Hugs Sub Co, (ii) securities of Giggles ‘N’ Hugs convertible into or exchangeable for shares of capital stock or voting securities of Giggles ‘N’ Hugs or Giggles ‘N’ Hugs Sub Co, (iii) options or other rights to acquire from Giggles ‘N’ Hugs or Giggles ‘N’ Hugs Sub Co and, except as described in the Giggles ‘N’ Hugs SEC Reports (as defined below), no obligations of Giggles ‘N’ Hugs or Giggles ‘N’ Hugs Sub Co to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Giggles ‘N’ Hugs or Giggles ‘N’ Hugs Sub Co, and (iv) equity equivalents, interests in the ownership or earnings of Giggles ‘N’ Hugs or Giggles ‘N’ Hugs Sub Co or other similar rights (collectively, “Giggles ‘N’ Hugs Securities”). As of the date hereof, except as set forth on Schedule 2.2(a) of the Giggles ‘N’ Hugs Disclosure Schedule there are no outstanding obligations of Giggles ‘N’ Hugs or its subsidiaries to repurchase, redeem or otherwise acquire any Giggles ‘N’ Hugs Securities or stockholder agreements, voting trusts or other agreements or understandings to which Giggles ‘N’ Hugs is a party or by which it is bound relating to the voting or registration of any shares of capital stock of Giggles ‘N’ Hugs. For purposes of this Agreement, ‘‘Lien” means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

5.   Section 3.2 Capitalization of GNH has been revised as follows;

(a) As of the date of this Agreement, the authorized capital stock of GNH consists of; (i) One Hundred Million (100,000,000) GNH Common Shares, par value $0.001 per share, of which, Fourteen Million Five Hundred Twenty Nine (14,529,000) common Shares were issued and were outstanding; and, (ii) Ten Million (10,000,000) GNH Preferred Shares, par value $0.001 per share, of which no shares are issued or outstanding. All of the outstanding GNH Shares have been duly authorized and validly issued, and are fully paid, non-assessable and free of preemptive rights.

6.The closing condition that all membership interest holders of Giggles LLC shall have converted their membership interest into shares of common stock of GNH prior to the Effective Time shall no longer be a condition to closing and should not be included in any section of Article 5 of the Acquisition Agreement and Plan of Merger.

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7.Section 5.2(e) of the Acquisition Agreement and Plan of Merger is hereby revised to state that GNH shall have obtained all of the assets, liabilities and operations of the Century City Location of Giggles ‘N’ Hugs LLC.

8.The closing condition found in Section 5.3(c) Conditions to the Obligations of GNH, that Giggles ‘N’ Hugs shall deliver, upon closing its bank accounts, with ho less than $500,000 is waived by the parties.

9.The closing condition found in Section 5.3(e) Conditions to Obligations of GNH, has been revised to reflect that Giggles ‘N’ Hugs shall have delivered 18,289,716 shares of Common Stock of Giggles ‘N’ Hugs.

10.Other than as specifically provided in this Addendum No. 3, all other provisions of the Acquisition Agreement and Plan of Merger shall remain in full force and effect, the Acquisition Agreement and Plan of Merger as amended by this Addendum No. 3 constituting the sole and entire agreement between the parties as to the matters contained herein, and superseding any and all conversations, letters and other communications which may have been disseminated by the parties relating to the subject matter hereof, all of which are void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.

Giggles N’ Hugs, Inc.,

a Nevada corporation

By: /S/Tracie Hadama

Name:Tracie Hadama

Title: President

Giggles N’ Hugs Sub Co.

a Nevada corporation

By: /S/ Tracie Hadama                                                                

Name: Tracie Hadama

Title: President

GNH, Inc.

a Nevada corporation

By: /S/ Joey Parsi                                                            

Name: Joey Parsi

Title: President

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EX-2.5

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

	Filed in the office of Ross Miller Secretary of State State of Nevada	Document Number 20110914668-88
Articles of Merger (PURSUANT TO NRS 92A.200) Page 1		Filing Date and Time 12/29/2011 11:00 am
		Entity Number E0440012010-9

Articles of Merger

(Pursuant to NRS Chapter 92A)

1)   Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

 If there are more than four merging entities, check box and attach an 8 ½ “ x 11” blank sheet containing the required information for each additional entity from article one.

GIGGLES N’ HUGS SUB CO.

Name of merging entity

NEVADA	CORPORATION
Jurisdiction	Entity type*

Name of merging entity

Jurisdiction Entity type*

and,

GNH, INC.

Name of surviving entity

NEVADA	CORPORATION
Jurisdiction	Entity type*

*Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

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ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

2)   Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger – NRS 92A.190):

Attn:	JOEY PARSI
c/o:	STOECKLEIN LAW GROUP 402 W. BROADWAY, SUITE 690 SAN DIEGO, CA 92101

3)   Choose one:

x The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

 The undersigned declares that a plan of merger has been adopted by the parent domestic Entity (NRS 92A.180).

4)   Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity:

 If there are more than four merging entities, check box and attach an 8 ½ “ x 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.

(a)   Owner’s approval was not required from

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or,

Name of surviving entity, if applicable

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ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

(b)   The plan was approved by the required consent of the owners of*:

GIGGLES N’ HUGS SUB CO

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or,

GNH, INC.

Name of surviving entity, if applicable

*Unless other provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial trust is a constituent entity in the merger.

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ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

(c)   Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or,

Name of surviving entity, if applicable

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ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684-5708

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

5)   Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

N/A

6)   Choose one:

 (a) The entire plan of merger is attached;

or,

x (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7)   Effective date (optional)**:  December 30, 2011  4:30pm                                                                                     

*Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent – Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

**A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

X /JOEY PARSI	PRESIDENT
Signature of Officer	Title

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

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