NOTE 7 - MERGER | On April 6, 2015, Pretoria Resources, Inc. (a public shell company; later changed its name to Its Burger Time Restaurant Group, Inc.) entered into an Agreement and Plan of Merger (Agreement) with BTND, LLC and Titan Asset Advisors LLC, (as to certain limited provisions). BTND Merger Sub, LLC (a wholly-owned subsidiary of Pretoria Resources, Inc.) merged with and into the BTND, LLC, with the BTND, LLC remaining as the surviving entity and becoming a wholly-owned operating subsidiary of Pretoria Resources, Inc. At the effective time of the merger, the legal existence of BTND Merger Sub LLC ceased and all of the outstanding membership interests in the Company immediately prior to the effective time of merger were cancelled, and a membership interest in BTND, LLC was issue to Pretoria Resources, Inc. Simultaneously, Pretoria Resources, Inc. issued to the former members of BTND, LLC, in consideration of the cancellation of their membership interests, an aggregate of 9,911,000 restricted shares of Pretoria Resource, Inc.s common stock, par value $0.0001 per share, equal to 90.1% of the total number of shares of common stock outstanding after giving effect to the merger. Under the Agreement, the merger may be unwound and the merger agreement terminated and cancelled in the event that the Company has not received gross proceeds from an offering of its securities equal to at least $2 million by a date that is 90 days after the closing of the merger, upon the determination of the members of the Company. The Agreement has since been modified to allow until September 4, 2015 for the Company to receive the gross proceeds of said offering of its securities equal to at least $2 million. Under the Agreement, BTND, LLC issued to Titan a promissory note in the principal amount of $199,000 as additional consideration. This note is payable from proceeds received by the Company from the first sale of securities by the Company after the effective time (as defined in the Agreement) from which it receives gross proceeds equal to at least $2 million. The note bears interest at the rate of 1% per annum. Because BTND, LLC owners as a group retained or received the larger portion of the voting rights in the consolidated entity and the Companys management represents a majority of the management of the consolidated entity, BTND, LLC is considered the acquirer for accounting purposes and the Company accounted for the transaction as a reverse acquisition. The acquisition is accounted for as a recapitalization, since at the time of the transaction, Pretoria Resources, Inc. was a company with no or nominal operations, assets and liabilities. Consequently, the assets and liabilities and the historical operations reflected in future consolidated financial statements will be those of BTND, LLC at its historical cost basis. The effect of the merger on earnings per share as presented on the consolidated statements of operations is based on the conversion rate of common stock for the membership interests of the Company and additional shares issued, retrospectively adjusted for presentation purposes, for the periods ended June 29, 2014. |