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The Note is secured by a Pledge Agreement whereby the proceeds of the Loans are pledged as security for the repayment of the Note. During the interim period ended December 31, 2013, the Company received payment on and paid down $330,000 of the Loans. The $550,000 loan was reduced to $400,000 during the year ended June 30, 2014 with a corresponding reduction in the promissory note payable. The balance of $400,000 is being disputed by the property owner, but the Company is fully insured by Title Insurance for this amount.


Goodwill represents the increase in the consideration paid over the fair value of HVWC’s consolidated assets being acquired by the Company on the acquisition date as set forth in the Statement of Financial Accounting Standard ASC 350 Intangibles- Goodwill and Other and ASC 850 Subsequent Accounting and Disclosure for Goodwill. In order to fairly value the enterprise, the following assumptions were made for a base case:


As part of the April 21, 2015 purchase by HVWC of ABH, previous ABH convertible notes that were issued for the financing of the World of Beer location in West Hartford, Connecticut were transferred into two newly issued convertible notes payable from HVWC, one for $1,619,375 and the other one for $554,792, for a total of $2,174,167. The notes have a maturity date of April 21, 2017 and an interest rate of 10%. The conversion price for the principal and interest shall be equal to the lesser of (i) $0.0025, or (ii) fifty percent (50%) of the lowest Closing Price of HVWC’s Common Stock for the thirty (30) Trading Days preceding the Conversion Price. There have been no conversions of these notes.


Gain from debt restructuring

For the three months ended June 30, 2015, we implemented a restructuring program to address certain past due accounts payable and accrued salaries. As a result, we issued 733,175,168 shares of restricted common stock to certain vendors and previous employees as part of their agreement to settle these past due amounts. As such, we were able to write off total payables in the amount of $1,759,545. As the original amounts were settled at reduced amounts for the value of the stock, we recognized a gain for this debt restructuring in the amount of $1,612,910.


For the three months ended June 30, 2015, we implemented a debt restructuring program whereas we issued restricted shares of common stock to vendors and previous employees for the reduction of our accounts and one note payable for $118,559 and accrued payroll liabilities by $1,640,986. Through this restructuring program, we were able to record a gain to our statement of operations for the three months ended June 30, 2014 for $1,612,910. In addition for the six months ended September 30, 2015, the restructuring program resulted in a year to date gain to the statement of operations for approximately $5,834,709 and a total reduction of notes and loans payables of approximately $5,079,480, salaries payable of $3,546,669, accrued interest payable for $1,288,483 and accounts payable of $137,959.