Annual report pursuant to Section 13 and 15(d)

Convertible Notes Payable (Tables)

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Convertible Notes Payable (Tables)
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Schedule of Convertible Notes Payable

Convertible Notes payable are summarized as follows:

 

    December 31, 2017     December 31, 2016  
             
6% Convertible notes payable due June 2018 (a)   $ 3,000,000     $ 3,000,000  
Convertible notes payable due March 2019 (b)     200,000       250,000  
Premium (discount) on above convertible note     12,256       (46,936
                 
8% Convertible notes payable due March 2019 (b)     -       475,000  
Total Convertible notes payable     3,212,256       3,678,064  
Current portion of convertible notes payable     3,000,000       -  
Convertible notes payable, less current portion   $ 212,256     $ 3,678,064  

 

(a) On August 2, 2013, the Company entered into an agreement with seven individual accredited investors, whereby the Company issued separate 6% Secured Subordinate Convertible Notes for a total of $3,000,000 in a private offering and is collateralized by the assets of the Hooters Nottingham restaurant and a subordinate position to all other assets of the Company. In connection with the Company’s agreement to conduct capital raise in 2016, the lenders agreed to waive certain existing defaults and extended the original note maturity by eighteen months from December 31, 2016 to June 30, 2018. The Note holders shall receive 10%, pro rata, of the net profit of the Nottingham, England Hooters restaurant, paid quarterly, and 10% of the net proceeds should the location be sold.

 

(b) Pursuant to exchange agreements dated and effective March 10, 2017 by and between the Company and four existing note holders, the Company exchanged its 8% convertible notes in the aggregate principal amount of $725,000, which notes were in default, for new two-year 2% notes, in the aggregate principal amount of $820,107, representing $725,000 in principal and $95,107 unpaid accrued interest. The original convertible notes were canceled and new convertible notes issued that may be converted to common stock of the Company, at the option of the holder, at a conversion price of $3.00 per share. The notes have a two-year term, but may be called by the holder after the one-year anniversary of the exchange date. During March 2017, subsequent to the exchange agreements, convertible notes in the amount of $150,000 were converted by the holders into 50,000 shares of common stock. During April and May 2017, convertible notes in the amount of $475,000, plus related accrued interest balances, were converted by the holders into approximately 188,000 shares of common stock.