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NOTES PAYABLE
12 Months Ended
Dec. 31, 2013
NOTES PAYABLE [Abstract]  
NOTES PAYABLE
NOTE 5 - NOTES PAYABLE
 
Convertible Notes:

Beginning in October 2011, the Company began selling 5% promissory notes (the "Notes") along with shares of the Company's common stock. Investors received one share of common stock for each one dollar of principal amount loaned to the Company. The Notes bear interest at 5% per annum, they are unsecured, and their maturity dates are seven years from their issue date. The Company sold $3,086,388 of notes from 2011 through November 2012. Quarterly payments are applied against accrued interest first, then principal. The minimum aggregate quarterly payment to Note holders is 2.5% of the Company's portion of gross quarterly revenues from each restaurant. The first minimum quarterly payment of $7,297 was paid in May 2013 (45 days after the first calendar quarter in which the Denver restaurant opened which occurred on February 21, 2013).  Payments made in the years ended December 31, 2013 and 2012, were $21,600 and $0, respectively.

By their original terms, the Notes and accrued interest became convertible, at the option of the holder, upon the Company's common stock becoming publicly traded on November 13, 2012. The conversion price is 80% of the 20-day average closing sales price on the date conversion is elected, but not less than $0.50 per share. The Company determined that there was a beneficial conversion feature associated with the Notes in the amount of $283,500 related to the intrinsic value of the conversion feature before the Company's stock became public.  The Company recorded the beneficial conversion feature as a discount to the note and is amortizing the amount to interest over the term of the notes.  Approximately $82,273 and $7,900 has been amortized for the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, there were and $830,984 of Notes and accrued interest converted into 417,828 common shares at conversion prices between $1.82 and $2.30 per share.  The unamortized debt discount and beneficial conversion feature that was expensed upon these conversions was $263,402 and $71,006, respectively.

 
Promissory Note:

During the year ended December 31, 2013, the Company issued a promissory note with an aggregate face amount of $200,000, along with a warrant to purchase 50,000 shares of the Company's common stock. This note bears interest at 5% per annum, is unsecured, and has a maturity date which is concurrent with the date that the current common stock offering closes, which occurred in January 2014. The holder of the note received additional consideration in the form of a fully vested stock warrant for the purchase of 50,000 common shares at an exercise price of $0.50 per share exercisable for three years from the date of execution of the note.  The Company determined the relative fair value of the warrant to be approximately $44,000, which has been recorded as a discount to the note payable and was amortized over approximately three months (Note 8).

Related Party Promissory Note:

On August 1, 2013, the Company entered into an unsecured promissory note with BBHCLLC. The note is for $204,900 with a maturity date of February 1, 2014. The note includes a 5% annual interest rate and terms in case of default in which the loan maybe converted to common stock of the Company by the note holder at no less than $0.10 a share. The note and unpaid interest was extinguished on the date the Company and BBHCLLC successfully closed the BB Transaction (Note 10).