XML 37 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
NOTES PAYABLE
9 Months Ended
Sep. 30, 2014
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).

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 $12,500 and $37,900 have been amortized for the three and nine months ended September 30, 2014 and 65,900 and $206,800 amortized for the three and nine months ended September 20, 2013. There were no notes or accrued interest converted into common shares during the three or nine months ended September 30, 2014.

Beginning in August 2014, the Company began selling 6.5% promissory notes (the “2014 Notes”) along with warrants to purchase the Company's common stock. Investors received a warrant to purchase four shares of common stock for each one dollar of principal amount loaned to the Company. The 2014 Notes bear interest at 6.5% per annum, they are unsecured, and their maturity dates are five years from their issue date. The Company sold $300,000 of notes from August 2014 through September 2014.  By their original terms, the 2014 Notes and accrued interest become convertible, at the option of the holder, after two years from the issue date. The conversion price is the lower of 80% of the 20-day average closing sales price on the date conversion is elected or $0.25 per share.

The Company estimated the liability component of the convertible debt to be approximately $65,000 by discounting the convertible notes for the relative fair value of the warrants issued with the debt, of approximately $111,500.  The warrants were issued with the convertible debt and their relative fair value was determined using the Black-Scholes options pricing model.  Additionally, the convertible notes were further discounted as the Company determined that convertible debt contained a beneficial conversion feature and recorded an additional debt discount of approximately $123,000.

The assumptions used in the Black-Scholes model are as follows: (1) dividend yield of 0%, (2) expected volatility of 105%, (3) weighted average risk-free interest rate of 0.78%, (4) contractual life of 3.0 years, and fair value of the Company's ordinate shares of $0.23 to $0.30 per share.  The relative fair value attributable to the warrants and the beneficial conversion feature have been recorded as a discount and deducted from the face value of the convertible debt in the accompanying interim consolidated balance sheet.  The discount related to the warrants will be amortized over the period from the issuance to the contractual life of the warrants of three years.  The discount related to the beneficial conversion feature will be amortized over the life of the convertible notes of five years.

 

Promissory Note:

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 in 2013. 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 in approximately early 2015. 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 7).

 


Related Party Promissory Notes:


On August 1, 2013, the Company entered into an unsecured promissory note with BBHCLLC. The note was for $249,301 (a balance of $204,877 at December 31, 2013) with a maturity date of February 1, 2014. The note included a 5% annual interest rate and terms in case of default in which the loan could have been converted into 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. 

The Company issued short-term promissory notes totaling $90,000 in the third quarter 2014 to two of its current shareholders.  These notes bear interest at 10% per annum, are unsecured, and have a maturity date of 180 days after the date of execution.