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NOTE 8 - NOTES PAYABLE TO THIRD PARTIES
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
(8) NOTES PAYABLE TO THIRD PARTIES

(8) NOTES PAYABLE TO THIRD PARTIES

a) Future Receivables Sale Agreements

 

During 2017 and 2016, the Company entered into several agreements to obtain advances against future restaurant credit/debit card sales. The agreements provides for funding of various percentages of future qualified credit/debit merchant card receivables. Proceeds received from sales of future receivables during 2017 and 2016 totaled $46,082, and $131,490, respectively. At June 30, 2017 and December 31, 2016, the total payable balances inclusive of interest under the factoring agreements were $111,420 and $116,657, respectively.

 

b) One Year Note

 

In February 2016, the Company entered into a one year note with a third party for a loan of $88,000. This note was payable daily in the amount of $376.64 paid via ACH draft from the J&F Restaurants, LLC - El Senor Sol Evergreen bank account. This note carries interest at a 7% rate. This note was renewed on December 30, 2016, and the Company received $74,548 in cash, which is net of the $10,452 remaining balance. The new note is payable as a percentage of future qualified credit/debit merchant card receivables. The loan balance was $60,716 and $84,239 at June 30, 2017 and December 31, 2016, respectively.

 

c) Convertible One Year Notes

 

During 2015, the Company issued Convertible Promissory Notes to twelve individuals in exchange for $208,000 in cash. These notes all matured in one year from issuance and carried a 10% interest rate. All of the note holders agreed to convert their notes into shares of common stock at a conversion price of $0.10 per share.

 

In 2017, the Company issued two Convertible Promissory Notes to one entity in exchange for $30,000 in cash. These notes all mature in one year from issuance and carried a 10% interest rate.

 

d) Convertible Two Year Notes

 

In January 2016, the Company issued a convertible note in the amount of $51,221. At issuance of the note, the Company recorded a beneficial conversion feature discount of $51,221. This note is due in January 2018 and carries a 4% interest rate. At June 30, 2017, the unamortized discount is $14,937.

 

d) Third Party Note Payable

In March 2015, the Company entered into an agreement with a third party lender, who extended a $3,000,000 Senior Secured Note. Under the terms of this agreement a first draw was entered into in the amount of $375,000 as a Revolving Note. The lender retained $59,713 of this draw as fees. Under the terms of this Note, the Company was required to replace their credit card/debit card merchant processing to the lender. The lender retained 100% of the credit card/debit card transactions, and forwarded four wire transfers to the Company over a six week period. The credit card/debit card transactions for this six week period amounted to $84,534. The lender remitted $42,379 of this amount to the Company. Of the $42,155 retained by the lender, $14,861 was applied as principal reduction, $7,088 was applied to interest expense and the remaining $20,206 was charged as fees. The Senior Secured Note also called for the payment of a $75,000 investment banking fee.

In May 2015, when it was determined that this repayment structure was not practical for a restaurant operation, the lender agreed to restructure the Revolving Note into a Replacement Promissory Note. This Replacement Promissory Note carries interest at a stated rate of 18% with a maturity of June 1, 2016. The lender charged the Company a $25,000 penalty to convert the Revolving Note into a Replacement Promissory Note.

The Replacement Promissory Note called for interest only payments in June, July and August 2015. Starting in September 2015, the terms called for the payment of interest, principal starting at $33,649, increasing monthly to $38,474 in June 2016, as the interest on the then outstanding balance fell. In addition the Note called for the payment of a $10,600 Redemption Premium as part of the total monthly payment of $49,651.

As a direct result of delays in opening the new Writer Square location, the lender agreed to interest only payments via ACH draft every Monday. In June 2015, the Company paid $1,080 per week, which was increased to $1,200 per week for July 1 through October 15, 2015. It was then increased to $1,500 per week from October 16, 2015 through the third week of March 2016, when it was increased to $2,000 per week.

The Company is in a technical default on this Replacement Promissory Note. At June 30, 2017, December 31, 2016 and December 31, 2015, the principal balance of the loan is $322,220, $332,220 and $358,574. The Company also accrued the $25,000 conversion penalty, the $75,000 investment banking fee and the $106,000 redemption premiums as accrued interest because the Replacement Promissory Note allows for prepayment but all these “fees” are due upon prepayment.

Certain third parties have advanced funds to WCVC to fund its ongoing operations. These advances have been formalized into demand notes payable which, at June 30, 2017, amount to $53,372 and carry a 5% interest rate.

WCVC has a $250,000 note payable which is due in April 2018 and carries a 5% interest rate.

e) Capital Hill Purchase Notes Payable

In March 2016, as part of the closing on the Capital Hill location, the seller took back two promissory notes. One of these notes was for $25,000 and carried interest at a rate of 6% with a six month term with equal monthly payments. The balance of this note was $6,344 at December 31, 2016 and $0 at June 30, 2017. The second note was for $15,000 and carried no stated interest and was due in a single lump sum payment in May 2016. The second note was paid in full during 2016.