10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: June 30, 2014

Commission File Number: 001-35570

CHANTICLEER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-2932652
(State or Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

7621 Little Avenue, Suite 414, Charlotte, NC 28226

(Address of principal executive offices) (zip code)

(704) 366-5122

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ No x.

The number of shares outstanding of registrant’s common stock, par value $.0001 per share, as of August 5, 2014, was 6,719,433 shares.

Chanticleer Holdings, Inc. and Subsidiaries

INDEX

Part I	Financial Information
	Item 1:	Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	2
		Condensed Consolidated Statements of Operations – For the Three and Six Months Ended June 30, 2014 and 2013	3
		Condensed Consolidated Statements of Cash Flows – For the Six Months Ended June 30, 2014 and 2013	5
		Notes to Condensed Consolidated Financial Statements	7
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3:	Quantitative and Qualitative Disclosures about Market Risk	35
	Item 4:	Controls and Procedures	35
Part II	Other Information		37
	Item 1:	Legal Proceedings	37
	Item 1A:	Risk Factors	37
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 3:	Defaults Upon Senior Securities	37
	Item 4:	Mine Safety Disclosures	37
	Item 5:	Other Information	37
	Item 6:	Exhibits	37
Signatures			38

1

Part I: FINANCIAL INFORMATION

Item 1: FINANCIAL StatemenTS

Chanticleer Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2014			2013
ASSETS	(Unaudited)
Current assets:
Cash	$	273,378		$	442,694
Accounts receivable		118,354			227,181
Other receivable		45,210			50,380
Inventories		475,459			381,408
Due from related parties		113,481			116,305
Prepaid expenses and other current assets		552,490			495,165
TOTAL CURRENT ASSETS		1,578,372			1,713,133
Property and equipment, net		12,697,117			5,620,189
Goodwill		9,182,241			6,496,756
Intangible assets, net		3,608,516			3,424,632
Investments at fair value		35,362			55,112
Other investments		1,550,000			2,491,963
Deposits and other assets		517,526			285,821
TOTAL ASSETS	$	29,169,134		$	20,087,606
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt and notes payable	$	1,959,579		$	835,454
Current maturities of convertible note payable, net of discount of $210,083		289,917			-
Derivative liability		1,734,500			2,146,000
Accounts payable and accrued expenses		3,572,145			2,425,873
Current maturities of capital leases payable		58,630			59,162
Deferred rent		111,722			53,303
Loan payable		1,571,646			-
Due to related parties		12,181			12,191
TOTAL CURRENT LIABILITIES		9,310,320			5,531,983
Convertible notes payable, net of discount of $ 2,083,333 and
$2,583,333, respectively		916,667			416,667
Capital leases payable, less current maturities		73,033			105,918
Deferred rent		1,852,611			1,055,138
Deferred tax liabilities		1,275,317			1,340,000
Long-term debt, less current maturities		180,874			398,906
TOTAL LIABILITIES		13,608,822			8,848,612
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock:  $0.0001 par value; authorized 45,000,000
shares; issued and outstanding 6,499,433 and 5,387,897 shares at
June 30, 2014 and December 31, 2013, respectively		652			541
Additional paid in capital		31,159,996			25,404,994
Other comprehensive loss		(30,339	)		(88,370	)
Accumulated deficit		(17,334,191	)		(14,472,816	)
Non-controlling interest		1,764,184			394,645
TOTAL STOCKHOLDERS' EQUITY		15,560,302			11,238,994
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	29,169,124		$	20,087,606

See accompanying notes to condensed consolidated financial statements.

2

Chanticleer Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)      

	For the Three Months Ended
	June 30,
	2014			2013
Revenue:
Restaurant sales, net	$	6,818,932		$	1,641,043
Gaming sales, net		75,724			-
Management fee income - non-affiliates		25,151			25,000
Total revenue		6,919,807			1,666,043
Expenses:
Restaurant cost of sales		2,454,626			635,348
Restaurant operating expenses		4,012,399			932,250
Restaurant pre-opening expenses		260,981			10,201
General and administrative expenses		1,245,660			645,648
Depreciation and amortization		412,487			129,876
Total expenses		8,386,153			2,353,323
Loss from operations		(1,466,346	)		(687,280	)
Other income (expense)
Equity in losses of investments		-			(18,806	)
Realized gains		4,127			-
Miscellaneous income		4,552			1,263
Change in fair value of derivative liabilities		272,100			-
Interest expense		(350,760	)		(18,443	)
Total other expense		(69,981	)		(35,986	)
Loss from operations before income taxes		(1,536,327	)		(723,266	)
Expense for income taxes		1,379			12,106
Net loss		(1,537,706	)		(735,372	)
Less: Net loss attributable to non-controlling interest		126,642			28,428
Net loss attributable to Chanticleer Holdings, Inc.	$	(1,411,064	)	$	(706,944	)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities (none applies to
non-controlling interest)	$	(3,809	)	$	(13,202	)
Foreign translation income		15,419			41,400
Other comprehensive loss	$	(1,399,454	)	$	(678,746	)
Net loss attributable to Chanticleer Holdings, Inc. per common share, basic and diluted:	$	(0.22	)	$	(0.19	)
Weighted average shares outstanding, basic and diluted		6,329,406			3,701,928

See accompanying notes to condensed consolidated financial statements.

3

Chanticleer Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Six Months Ended
	June 30,
	2014			2013
Revenue:
Restaurant sales, net	$	12,365,870		$	3,283,165
Gaming income, net		131,235			-
Management fee income - non-affiliates		50,151			50,000
Total revenue		12,547,256			3,333,165
Expenses:
Restaurant cost of sales		4,437,907			1,263,236
Restaurant operating expenses		7,294,226			1,912,405
Restaurant pre-opening expenses		260,981			10,201
General and administrative expenses		2,860,453			1,365,848
Depreciation and amortization		777,375			244,100
Total expenses		15,630,942			4,795,790
Loss from operations		(3,083,686	)		(1,462,625	)
Other income (expense)
Equity in losses of investments		(40,694	)		(33,053	)
Gain on extinguishment of debt		-			70,900
Miscellaneous income		7,838			3,825
Realized gains		101,472			-
Change in fair value of derivative liabilities		704,200			-
Interest expense		(687,541	)		(55,386	)
Total other income (expense)		85,275			(13,714	)
Loss from operations before income taxes		(2,998,411	)		(1,476,339	)
(Provision) expense for income taxes		(7,509	)		21,197
Consolidated net loss		(2,990,902	)		(1,497,536	)
Less: Net loss attributable to non-controlling interest		129,528			52,759
Net loss attributable to Chanticleer Holdings, Inc.	$	(2,861,374	)	$	(1,444,777	)
Other comprehensive loss (income):
Unrealized loss on available-for-sale securities (none applies to
non-controlling interest)	$	(15,527	)	$	(36,966	)
Foreign translation income (loss)		51,165			54,916
Other comprehensive loss	$	(2,825,736	)	$	(1,426,827	)
Net loss per attributable to Chanticleer Holdings, Inc. per common share, basic and diluted:	$	(0.47	)	$	(0.39	)
Weighted average shares outstanding, basic and diluted		6,152,931			3,700,420

See accompanying notes to condensed consolidated financial statements.                

4

Chanticleer Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	June 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(2,990,902	)	$	(1,497,536	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization		777,375			244,100
Equity in losses of investments		40,694			33,053
Common stock issued for services		330,757			7,720
Amortization of debt discount		582,617			-
Derivative liability adjustment		(704,200	)		-
Decrease in deferred tax liability		(64,683	)		-
Amortization of warrants		44,750			85,879
Gain on debt extinguishment		-			(70,900	)
Changes in operating assets and liabilities:
Decrease in accounts and other receivables		76,323			40,902
Decrease (increase)  in prepaid expenses and other assets		437,228			(38,411	)
Decrease in inventory		100,730			57,796
Increase in accounts payable and accrued expenses		449,993			1,687
Increase in deferred rent		12,693			10,262
Advance from related parties for working capital		-			(19,525	)
Net cash used in operating activities		(906,625	)		(1,144,973	)
Cash flows from investing activities:
Franchise costs		-			(75,000	)
Cash acquired in acquisitions		27,527			-
Restricted cash		-			(2,750,000	)
Repayments of investments		-			95,815
Purchase of property and equipment		(1,629,359	)		(44,186	)
Net cash used in investing activities		(1,601,832	)		(2,773,371	)
Cash flows from financing activities:
Loan proceeds, net		1,458,308			342,000
Advances from investors and partners		681,801			2,750,000
Decrease in other liabilities		-			(265,932	)
Proceeds from common stock issuances		200,000			-
Subsidiary capital received		33,500			-
Capital lease payments		(85,633	)		(25,541	)
Net cash provided by financing activities		2,287,976			2,800,527
Effect of exchange rate changes on cash		51,165			54,564
Net change in cash		(169,316	)		(1,063,253	)
Cash, beginning of period		442,694			1,223,803
Cash, end of period	$	273,378		$	160,550

See accompanying notes to condensed consolidated financial statements.                

5

Chanticleer Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows, continued

(Unaudited)      

	Six Months Ended
	June 30,
	2014			2013
Supplemental cash flow information:
Cash paid for interest and income taxes:
Interest	$	63,503		$	29,606
Income taxes		1,776			-
Non-cash investing and financing activities:
Purchases of businesses:
Current assets excluding cash and cash equivalents	$	579,191		$	-
Property and equipment		6,056,800			-
Goodwill		2,671,649			-
Trade name/trademarks/franchise fees		338,804			-
Deposits and other assets		115,839			-
Liabilities assumed		(2,788,756	)		-
Non-controlling interest		(993,999	)
Chanticleer equity		(1,028,749	)
Common stock and warrants issued		(4,978,306	)		-
Cash received in excess of cash paid in acquisition	$	27,527		$	-

See accompanying notes to condensed consolidated financial statements.

6

Chanticleer Holdings, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Business

Organization

Chanticleer Holdings, Inc. (the “Company”) was organized on October 21, 1999, under its original name, Tulvine Systems, Inc., under the laws of the State of Delaware. Tulvine Systems, Inc. had limited operations and was considered a development stage company until July 2005. On April 25, 2005, Tulvine Systems, Inc. formed a wholly owned subsidiary, Chanticleer Holdings, Inc. On May 2, 2005, Tulvine Systems, Inc. merged with and changed its name to Chanticleer Holdings, Inc.

The consolidated financial statements include the accounts of Chanticleer Holdings, Inc. and its subsidiaries, Chanticleer Advisors, LLC, (“Advisors”), Avenel Ventures, LLC ("Ventures"), Chanticleer Holdings Limited ("CHL"), Chanticleer Holdings Australia Pty, Ltd. (“CHA”), Chanticleer Investment Partners, LLC (“CIP”), DineOut SA Ltd. ("DineOut”), Chanticleer and Shaw Foods (Pty) Ltd. (“C&S”), Kiarabrite (Pty) Ltd (“KPL”), Dimaflo (Pty) Ltd (“DFLO”), Tundraspex (Pty) Ltd (“TPL”), Civisign (Pty) Ltd (“CPL”), Dimalogix (Pty) Ltd (“DLOG”), Pulse Time Trade (Pty) Ltd. (“PTT”), Crown Restaurants Kft. (“CRK”), American Roadside Burgers, Inc. (“ARB”), West End Wings Ltd. (“WEW”), JF Restaurants, L.L.C (“JFR”), JF Franchising Systems, L.L.C. (“JFFS”), Tacoma Wings, LLC, Jantzen Beach Wings, LLC, Oregon Owl’s Nest, LLC, Dallas Spoon, LLC, Dallas Spoon Beverage, LLC, Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd. (collectively referred to as the “Company”). On July 11, 2013, the names of DFLO, CPL and DLOG were changed in South Africa to Hooters Umhlanga (Pty.) Ltd., Hooters CapeTown (Pty.) Ltd., and Hooters Emperors Palace (Pty.) Ltd., respectively. On August 30, 2013, January 8, 2014, and June 4, 2014 the names of KPL, C&S and PTT were changed to Hooters SA (Pty) Ltd., Chanticleer South Africa (Pty) Ltd. and Hooters PE, respectively. On April 1, 2014, the Company increased our ownership in the Australian Hooters entities, Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd., from 49% to 60%. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

The Company has a calendar year-end reporting date of December 31. The accounts of two of its subsidiaries, JFR and WEW, are consolidated based on either a 52- or 53-week period ending on the Sunday closest to each December 31. No events occurred related to the difference between the Company’s reporting calendar year-end and the Company’s two subsidiaries year-end of December 29, 2013 that materially affected the Company’s financial position, results of operations, or cash flows. For the quarter ended June 30, 2013, the Company and all of its consolidated subsidiaries reported on a calendar quarter-end. For the quarter ended June 30, 2014, the Company and all subsidiaries reported on a calendar quarter-end with the exception of two non-calendar year-end subsidiaries, whose fiscal quarter each consisted of operations commencing December 30, 2013 and ending June 15, 2014 and June 29, 2014, respectively. No events occurred from these periods to June 30, 2014 that materially affect the Company’s financial position, results of operations, or cash flows.

GENERAL

The accompanying condensed consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed consolidated financial statements have not been audited. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the operating results for the full year.

7

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014. Certain amounts for the prior year have been reclassified to conform to the current year presentation.

LIQUIDITY, MANAGEMENT’S PLANS AND GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2014, the Company had current assets of $1,578,372, current liabilities of $9,310,320, and a working capital deficit of $7,731,948. The Company incurred a loss of $2,861,374 during the six months ended June 30, 2014 and had an unrealized loss from available-for-sale securities of $15,527 and foreign currency translation gains of $51,165, resulting in a comprehensive loss of $2,825,736. The Company has historically met its liquidity requirements through the sale of equity and debt securities, sale of certain investments, and has also obtained funding at the subsidiary level for certain locations and joint ventures. The Company anticipates raising additional capital from one or more such sources during the remainder of 2014, although there can be no assurance that it will be able to do so.

The Company's corporate general and administrative expenses were $2,860,453 for the first six months of 2014, including $375,507 non-cash expenses comprised of common stock issued for services and amortization of warrants. The expenses averaged approximately $1.0 million per quarter in 2013. Also, the Company had approximately $1.1 million of non-cash expenses. The Company expects costs to remain flat for the second half of 2014 as we continue to expand our footprint domestically and internationally for 2014 and beyond, however we expect costs to decrease as a percent of sales. Effective October 1, 2011, the Company acquired majority control of the initial three restaurants in South Africa and began consolidating these operations. In August 2012, the Company opened a restaurant in Budapest, Hungary, and earns 80% of the operating results with our operating partner earning 20%. Domestically in 2013 the Company purchased 100% of ARB on September 30, 2013, and 56% of JFR and JFFS, owners of Just Fresh, a Charlotte, North Carolina-based casual dining concept, in December 2013. Effective November 7, 2013, the Company acquired 100% of an existing Hooters restaurant in Nottingham, England. On January 31, 2014, the Company closed the purchases of 100% of two Hooters restaurants in the states of Washington and Oregon and a gaming facility operated through the Oregon Lottery system, as well as Spoon Bar and Kitchen in Dallas, Texas. In March 2013, the Company closed its investment management business, which saved us approximately $50,000 per quarter starting fully in the third quarter of 2013. Historically, the Company also has earned 49% of the operating results with our operating partner earning 51% in our Hooters location opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. During April 2014, the Company purchased an additional 11% of the Hooters location in Campbelltown from our Australian partner, increasing our ownership to 60%. Construction is also recently completed or underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each). The first site in Surfers Paradise opened to the public on July 14, 2014 and the second site in Townsville is expected to open late in the third quarter of 2014. The Company also has a 5% interest in Beacher’s Madhouse, a variety show, which opened in Las Vegas, Nevada at the end of 2013.

8

The Company has a note with a balance at June 30, 2014 of $197,416 owed to its bank which is due on October 10, 2018 with monthly principal and interest payments of $4,406. In April 2013, the Company secured a $500,000 line of credit which became due on August 10, 2014 for which an extension is currently being negotiated and the lender has not demanded payment. As of June 30, 2014, the balance on the line of credit is $500,000. In February 2014 the Company secured a note with a bank for $500,000 which became due on August 10, 2014 for which an extension is currently being negotiated and the lender has not demanded payment. The Company also has $3,000,000 of convertible debt which the Company used for our purchase of the Hooters Nottingham (United Kingdom) location. 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. These investors received 3 year warrants to purchase 300,000 shares of the Company’s common stock at $3.00 per share. The conversion feature of the convertible debt and warrants was recorded as a derivative liability. The Company closed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013. In March 2014, the Company received proceeds of $500,000 from convertible debt which was used for continuing the Company’s growth and for working capital. The investor was issued 15% Secured Subordinate Convertible Notes and received five year warrants to purchase up to 30% of the number of shares of common stock issued upon conversion of the 2014 note exercisable at $5.25 per share. The conversion feature of the convertible debt was recorded as a derivative liability. In addition the Company has notes with a balance at June 30, 2014 of $225,000 owed to two outside companies which have matured, an extension for both notes are currently being negotiated and payment has not been demanded. The Company’s South African subsidiaries have bank overdraft and term facilities of $707,700, including a mortgage for a site we purchased in Port Elizabeth for our next Hooters location. ARB had a bank note payable of $10,249 due on August 5, 2014 which has been repaid in full. The Company plans to continue to use limited partnerships or other financing vehicles, if necessary, to fund its share of costs for additional Hooters and other restaurants.

On October 17, 2013, the Company raised $2,500,000 in a private placement, pursuant to which the Company sold to the investors an aggregate of 666,667 Units at a purchase price of $3.75 per unit. Each Unit consists of one share of the Company’s common stock and one five-year warrant, exercisable after twelve months, to purchase one share of common stock at an initial exercise price of $5.00. The Company employed a placement agent for the purpose of the private placement, and paid to the placement agent commissions in the total amount of $150,000 and five year warrants convertible into an aggregate of 40,000 shares.

On November 7, 2013, the Company entered into a Subscription Agreement with three accredited investors, pursuant to which the Company sold to the investors an aggregate of 160,000 Units at a purchase price of $5.00 per Unit, closing a $800,000 private placement. Each Unit consists of one share of the Company’s common stock, $0.001 par value per share and one five- year warrant to purchase one share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of $5.50, while the remaining half (80,000) of the warrants are available at an initial exercise price of $7.00. The Company employed a placement agent for the purpose of the private placement, and has paid to the placement agent commissions in the total amount of $32,000 and five-year warrants subject to the same terms as those issued under the above transaction, convertible into an aggregate of 6,400 shares of common stock.

On January 31, 2013, the Company settled outstanding liabilities of approximately $170,000 from a South African bank, previously presented in our consolidated balance sheets in “other liabilities”. Upon making a payment of approximately $99,000, the Company received a release from all other bank liabilities, resulting in a total gain on extinguishment of debt of approximately $71,000, which is presented in our financial statements as other income.

During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to June 30, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share.

In order to execute the Company’s long-term growth strategy, which includes continued expansion of the Company’s business by acquisition or developing or constructing, the Company will need to raise additional funds through public or private equity offerings, debt financings, or other means.

The current constraints of cash flow from operations and the requirements to raise funds raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

9

2. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition—In accordance with gaming industry practice, we recognize gaming revenues as the net win from gaming activities, net of taxes.

Business combination - For a business combination with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquire are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquire, that excess in earnings was recognized as a gain attributable to the Company.

Except for the above changes, there have been no material changes to our significant accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

LOSS PER COMMON SHARE

The Company is required to report both basic earnings per share, which is based on the weighted-average number of shares outstanding and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all diluted shares outstanding.

The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of June 30, 2014 and 2013, that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive.

	As of June 30,
	2014		2013
Warrants		8,279,752		5,201,458
Convertible notes payable		1,471,089		-
Convertible interest		69,252		-
Totals		9,820,093		5,201,458

RECLASSIFICATIONS

Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

Recent Accounting Pronouncements

In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters" ("ASU 2013-05"). The amendments in ASU 2013-05 resolve the diversity in practice about whether current literature applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments in ASU 2013-05 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years, beginning after December 15, 2013.

10

Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with ASC Topic 740, “Income Taxes”.

The FASB has issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which includes amendments that change the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance is effective for annual periods beginning on or after December 15, 2014. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

There are several other new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements has been or will be adopted, as applicable, by the Company. At June 30, 2014, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company.

3. ACQUISITIONS

The Company completed the following acquisitions:

· American Roadside Burgers, effective September 30, 2013;

· West End Wings, LTD (Hooters Nottingham), effective November 7, 2013;

· Just Fresh, effective December 10, 2013;

· Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, effective January 31, 2014; and

· Dallas Spoon, LLC and Dallas Spoon Beverage, LLC, effective January 31, 2014.

· Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd., step acquisition from 49% to 60% effective April 1, 2014.

American Roadside Burgers (“ARB”)

On September 30, 2013, the Company entered into an agreement and plan of merger with ARB, whereby the Company acquired 100% of the outstanding shares of ARB. In exchange, the Company issued 740,000 shares of its common stock and warrants to acquire 740,000 shares of common stock for $5.00 per share. The warrants are exercisable beginning October 1, 2014 until September 30, 2018. In connection with this acquisition and the related management team, the Company acquired a strategic opportunity to participate in a high-growth space with an already established brand. The Company’s plan is to continue to expand the American Roadside chain as future opportunities are presented, which has the potential to bring additional revenue and profits to the Company in the future. During March and April 2014, the Company began doing business as American Burger Co. at the two Charlotte ARB locations.

The acquisition was accounted for using the purchase method in accordance with ASC 805 “Business Combinations”. The condensed consolidated statements of operations include the results of the ARB operations beginning October 1, 2013. The assets acquired and the liabilities assumed were recorded at September 30, 2013 at estimated fair values based on information currently available and based on certain assumptions as to future operations.

West End Wings (“WEW” or “Hooters Nottingham”)

On November 6, 2013, the Company closed the purchase of West End Wings LTD, which is the owner of the Nottingham, England Hooters restaurant location. The purchase price paid by the Company for WEW was $3,150,000.

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The acquisition was accounted for using the purchase method in accordance with ASC 805 “Business Combinations”. The condensed consolidated statements of operations include the results of the Hooters Nottingham operations beginning November 7, 2013. The assets acquired and the liabilities assumed were recorded at November 6, 2013 at estimated fair values as determined by the Company’s management.

Just Fresh (“JF”)

On November 5, 2013, the Company entered into a Subscription Agreement with JFR and JFFS, for the purchase of a 51% ownership interest in each entity, for a total purchase price of $560,000. The transaction closed on December 10, 2013 with the execution of an Assignment, Assumption, Joinder, and Amendment Agreement with both JFR and JFFS. On December 11, 2013, the Company purchased an additional 5% interest in both JFR and JFFS from an original interest holder for the total purchase price of $30,000, increasing the Company’s ownership interest in JFR and JFFS to a total of 56%.

Just Fresh currently operates six restaurants in the Charlotte, North Carolina area that offer fresh-squeezed juices, gourmet coffee, fresh-baked goods and premium-quality, made-to-order sandwiches, salads and soups.

Tacoma Wings, Jantzen Beach Wings and Oregon Owl’s Nest (“Hooters Pacific NW”)

On January 31, 2014, pursuant to an Agreement and Plan of Merger executed on December 31, 2013, the Company completed the acquisition of all of the outstanding shares of each of Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, which owned and operated the Hooters restaurant locations in Tacoma, Washington and Portland, Oregon, respectively. These entities were purchased from Hooters of Washington, LLC and Hooters of Oregon Partners, LLC (collectively, the “Hooters Sellers”) for a total purchase price of 680,272 Company units, with each unit consisting of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, the Hooters Sellers were granted registration rights with respect to the Company’s common stock issued and underlying the warrants, and franchise rights and leasehold rights to the locations were transferred to the Company.

Dallas Spoon and Dallas Spoon Beverage (“Spoon”)

Also on January 31, 2014, pursuant to an Agreement and Plan of Merger executed on January 14, 2014, the Company completed the acquisition of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC from Express Restaurant Holdings, LLC and Express Restaurant Holdings Beverage, LLC. The purchase price of 195,000 Company units was paid to Express Working Capital, LLC (“EWC”); the units consist of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, EWC was granted registration rights with respect to the Company’s common stock issued and underlying the warrants, and all leaseholds and other rights were transferred to the Company.

Campbelltown, Surfers Paradise, and Townsville (“Hooters Australia”)

On April 1, 2014, the Company completed the step acquisition of Hooters Australia, increasing the Company’s ownership percentage from 49% to 60%. The location in Campbelltown, a suburb of Sydney, opened in January, 2012, the location in Surfers Paradise, an iconic coastal tourist destination, opened on July 14, 2014 and we expect the location in Townsville, in the northeast part of Australia, to open in late September 2014.

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The acquisitions were accounted for using the purchase method of accounting and, accordingly, the condensed consolidated statements of operations include the results of these operations from the dates of acquisition. The assets acquired and the liabilities assumed were recorded at estimated fair values based on information currently available and based on certain assumptions as to future operations as follows:

	2013 Acquisitions									2014 Acquisitions
										Hooters						Hooters
	ARB			WEW			JF			Pacific NW			Spoon			Australia			Total
Consideration paid:
Common stock	$	3,611,126		$	-		$	-		$	2,891,156		$	828,750		$	-		$	7,331,032
Warrants		1,710,077			-			-			978,000			280,400			-			2,968,477
Cash		-			3,150,000			590,000			-			-			100,000			3,840,000
Total consideration paid		5,321,203			3,150,000			590,000			3,869,156			1,109,150			100,000			14,139,509
Current assets, excluding cash		281,574			151,546			42,206			112,078			89,817			377,296			1,054,517
Property and equipment		3,000,122			20,493			242,531			2,731,031			391,462			2,934,307			9,319,946
Goodwill		2,550,611			3,159,500			425,151			1,951,909			698,583			-			8,785,754
Trademark/trade name/franchise fee		1,784,443			-			1,010,000			60,937			-			277,867			3,133,247
Deposits and other assets		98,035			-			-			20,275			5,193			90,371			213,874
Total assets acquired, less cash		7,714,785			3,331,539			1,719,888			4,876,230			1,185,055			3,679,841			22,507,338
Liabilities assumed		(1,490,288	)		(372,824	)		(282,317	)		(1,009,348	)		(97,541	)		(1,560,710	)		(4,813,028	)
Deferred tax liabilities		(956,000	)		-			(384,000	)		-			-			-			(1,340,000	)
Non-controlling interest		-			-			(463,571	)		-			-			(993,999	)		(1,457,570	)
Chanticleer equity		-			-			-			-			-			(1,028,749	)		(1,028,749	)
Common stock and warrants issued		(5,321,203	)		-			-			(3,869,156	)		(1,109,150	)		-			(10,299,509	)
Cash paid		-			(3,150,000	)		(590,000	)		-			-			(100,000	)		(3,840,000	)
Cash received in excess of cash paid	$	52,706		$	191,285		$	-		$	2,274		$	21,636		$	3,617		$	271,518

Unaudited pro forma results of operations for the three and six months ended June 30, 2014 and 2013, as if the Company had acquired majority ownership of the operation on January 1 of each year is as follows. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Net revenues	$	6,919,807		$	6,534,799		$	13,536,012		$	12,820,160
Loss from continuing operations		(1,235,639	)		(1,062,637	)		(2,790,739	)		(2,150,883	)
Loss attributable to non-controlling interest		(126,642	)		(70,029	)		(162,747	)		(128,910	)
Net loss	$	(1,362,281	)	$	(1,132,666	)	$	(2,953,486	)	$	(2,279,793	)
Net loss per share, basic and diluted	$	(0.22	)	$	(0.31	)	$	(0.48	)	$	(0.62	)
Weighted average shares outstanding, basic and diluted		6,327,071			3,701,928			6,137,597			3,700,420

Income from operations of unconsolidated affiliates

Effective April 1, 2014, we completed the step acquisition of a 60% controlling interest in our Hooters Australia joint venture resulting in the consolidation of these entities. Prior to the acquisition, we owned 49% of the entities and accounted for the Hooters Australia investment under the equity method of accounting and our share of earnings and losses was recorded in equity in losses from investments in our Consolidated Statements of Operations and Comprehensive Income. The Hooters Australia results of operations for the three months ended June 30, 2014 are reflected in the respective line items in our Consolidated Statements of Operations and Comprehensive Income.

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4. INVESTMENTS

OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT JUNE 30, 2014 AND DECEMBER 31, 2013.

	June 30,		December 31,
	2014		2013
Investments accounted for under the equity method	$	-	$	941,963
Investments accounted for under the cost method		1,550,000		1,550,000
Total	$	1,550,000	$	2,491,963

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Effective April 1, 2014, the Company increased its ownership stake in Hooters restaurant in Campbelltown, Australia from 49% to 60%. In addition, the Company increased its ownership stake to 60% in the two new stores recently completed or under construction in Surfers Paradise (which opened on July 4, 2014), Australia and Townsville, Australia which we expect to open late September 2014. The Company consolidated these entities beginning with the current quarterly report for the quarter ending June 30, 2014.

Also on July 1, 2014, the Company announced the acquisition of 60% of the two other Hooters restaurants in Australia, in Penrith and Parramatta, suburbs of Sydney, as well as 60% interest in the related Australian management company. These entities own, operate, and manage Australian Hooters restaurants and gaming operations. The purchase price was the assumption of $5 million in debt. Also as part of the transaction, the Company will receive 100% of all gaming revenue until the debt is repaid, and thereafter the Company will receive 60% of such revenue for the remainder of the lifetime of the gaming machines.

Activity in investments accounted for using the equity method is summarized as follows:

	Six Months			Year Ended
	Ended June 30,			December 31,
	2014			2013
Balance, beginning of year	$	941,963		$	1,066,915
Equity in losses		(40,694	)		(125,017	)
New investments		100,000			100,000
Step acquisition reclassification		(1,001,269	)		-
Return of capital		-			(99,935	)
Balance, end of period	$	-		$	941,963

Equity investments consist of the following at June 30, 2014 and December 31, 2013:

	June 30,		December 31,
	2014		2013
Carrying value:
Hoot Campbelltown Pty. Ltd. (49%) - Australia	$	-	$	483,603
Second Hooters location (49%) - Australia		-		384,605
Third Hooters location (49%) - Australia		-		73,755
	$	-	$	941,963

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The summarized balance sheets for the three locations in Australia of which we owned 49% at December 31, 2013 follows:

	December 31,
	2013
ASSETS
Current assets	$	362,085
Non-current assets		3,089,230
TOTAL ASSETS	$	3,451,315
LIABILITIES
Current liabilities	$	972,885
PARTNER'S EQUITY		2,478,430
TOTAL LIABILITIES AND PARTNERS' EQUITY	$	3,451,315

5. INTANGIBLE ASSETS, NET

GOODWILL

Goodwill is summarized by location as follows: 

	June 30,		December 31,
	2014		2013
South Africa	$	396,487	$	396,487
ARB		2,550,611		2,550,611
WEW (Nottingham)		3,159,500		3,124,507
JF		425,151		425,151
Hooters Pacific NW		1,951,909		-
Spoon		698,583		-
	$	9,182,241	$	6,496,756

Goodwill resulted from the excess paid over the fair value of the net assets acquired for the three operating restaurants in South Africa effective October 1, 2011, our ARB, Just Fresh and WEW acquisitions as of September 30, 2013, November 6, 2013 and December 10, 2013 respectively, and our acquisitions of Hooters Pacific NW and Spoon as of January 31, 2014.

OTHER INTANGIBLE ASSETS

Franchise cost for the Company’s Hooters restaurants and trademark/trade name for the Company’s Just Fresh and ARB entities consists of the following at June 30, 2014 and December 31, 2013. The Company is amortizing these franchise costs from the opening of each restaurant for the 20-year term of the franchise agreement with HOA and the trademark/trade name over its estimated 10-year useful lives.

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	June 30,			December 31,
	2014			2013
Franchise cost:
South Africa	$	448,888		$	448,888
Brazil *		135,000			135,000
Australia *		277,867			-
Hungary		106,506			106,506
Hooters Pacific NW		60,937			-
		1,029,198			690,394
Trade name/trademark:
Just Fresh		1,010,000			1,010,000
ARB		1,784,220			1,784,327
		2,794,220			2,794,327
Total intangible cost		3,823,418			3,484,721
Accumulated amortization		(214,902	)		(60,089	)
Intangible assets, net	$	3,608,516		$	3,424,632
Three months ended June 30, 2014 and 2013:
Amortization expense	$	77,700		$	5,398
Six months ended June 30, 2014 and 2013:
Amortization expense	$	153,920		$	10,531

Amortization for franchise costs and trade name/trademarks are as follows:

June 30,	Franchise fee		Trade name		Total
2014	$	39,770	$	279,427	$	319,197
2015		39,770		279,427		319,197
2016		39,770		279,427		319,197
2017		39,770		279,427		319,197
2018		39,770		279,427		319,197
Thereafter		742,198		1,270,333		2,012,531
Totals	$	941,048	$	2,667,468	$	3,608,516

* The Brazil franchise cost and the Australian franchise costs related to 2 restaurants are not being amortized until they are opened.                

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6. LONG-TERM DEBT AND NOTES PAYABLE

Long-term debt and notes payable are summarized as follows.

		June 30,		December 31,
		2014		2013
Note payable to a bank due in monthly installments of $4,406 including interest at Wall Street Journal Prime + 1% (minimum of 5.5%); remaining balance due October 10, 2018; collateralized by substantially all of the Company's assets and guaranteed by an officer of the Company	(a)	$	197,416	$	218,119
Line of credit to a bank, expires April 10, 2014, interest rate of Wall Street Journal Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5%	(b)		500,000		472,000
Note payable to a bank due interest only at a 5% rate; balloon principal payment due August 10, 2014; collateralized by substantially all of the Company's assets and guaranteed by an officer of the Company	(c)		500,088		-
Note payable to a bank, matured August 5, 2014, interest rate of Wall St. Journal Prime (3.25% as of March 31, 2014) plus 1%	(d)		10,249		38,614
Loan agreement with an outside company on December 23, 2013, interest at 1% per month, accrued interest and principal due February 23, 2014, unsecured	(e)		125,000		150,000
Loan agreement with an outside company on June 20, 2014, interest at 8% annual rate, accrued interest and principal due July 11, 2014, unsecured	(f)		100,000		-
Bank overdraft facility; unsecured; maximum facility $260,000; interest rate 11% at June 30, 2014, subject to annual renewal in December 2014	(g)		132,930		79,372
Term facility with monthly payments of $5,000, including interest at 10.3% at March 31, 2014; due June 14, 2016	(h)		112,291		133,448
Term facility dated April 2014, interest at 2.6 % over South African prime rate (prime currently 9.25%); due April 2024; secured by a bond on all assets at our Port Elizabeth, South Africa location and partially guaranteed by our CEO and South African COO	(i)		330,220		-
Term facility dated December 1, 2013; monthly payments of $3,172 including interest at 12.5%; due December 1, 2018; secured by a bond on all moveable assets at our Pretoria, South Africa location and partially guaranteed by our CEO	(j)		132,259		142,807
			2,140,453		1,234,360
Current portion of long-term debt			1,959,579		835,454
Long-term debt, less current portion		$	180,874	$	398,906

(a) On April 11, 2013, the Company and Paragon Commercial Bank (“Paragon”) entered into a credit agreement (the “Credit Agreement”). (b) The Credit Agreement provides for an additional $500,000 revolving credit facility with a one-year term from the closing date. The Credit Agreement is available to be drawn at the Company’s discretion to finance investments in new business ventures and for the Company’s general corporate working capital requirements in the ordinary course of business. The note payable originally matured on August 10, 2013 and on November 4, 2013 the note was extended to October 10, 2018 with monthly principal and interest payments of $4,406, whereas the new credit facility (b) expired on August 10, 2014. Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journal’s prime plus rate (3.25% as of June 30, 2014) plus 1.00%. All unpaid principal and interest are due one (1) year after the closing date. Any borrowings are secured by a lien on all of the Company’s assets. The obligations under the Credit Agreement are guaranteed by Mike Pruitt, the Company’s Chief Executive Officer.

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(c) In addition, in February 2014 the Company secured a note with Paragon for $500,088 due on August 10, 2014. The note bears interest at a 5% annual rate, payments of interest only are due monthly until the due date.

This increases the Company’s aggregate obligation to Paragon to approximately $1.2 million at June 30, 2014. The Company is currently negotiating with the lender to extend the above debts (b and c) with an expiration date of August 10, 2014. The lender has not issued a formal notice of default to the Company.

(d) ARB entered into a term note with TD Bank in 2008 for $300,000, which has a balance of $10,249 at June 30, 2014 and has a maturity date of August 4, 2014. The interest rate is 1.75% above the Wall Street Journal prime rate (3.25%), and the monthly principal and interest payment is $4,836, subject to adjustment by TD Bank, except for the last payment which shall be the unpaid balance at maturity. The term note is personally guaranteed by two former shareholders of ARB, and TD Bank has a first lien on all ARB’s assets.

(e) On December 23, 2013, the Company entered into a loan agreement with an outside company for $150,000, due on February 23, 2014. Interest is compounded monthly at a rate of 1%. As of February 23, 2014, the Company was not in compliance with the terms of this note due to non-payment of principal and interest. On March 21, 2014, the Company paid the note holder $25,000 of principal and $4,751 of accrued interest. However, the note holder has not issued a formal notice of default to the Company.

(f) On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000, due on July 11, 2014. Interest is at an 8% annual rate. The Company is currently negotiating with the lender to extend the above debt. The lender has not issued a formal notice of default to the Company.

(i) In April 2014, our South African subsidiary entered into a mortgage note with a South African bank for the purchase of the building in Port Elizabeth for our Hooters location. The 10-year note is for $330,220 with an annual interest rate of 2.6% above the South African prime rate (prime currently 9.25%). Monthly principal and interest payments of approximately $4,600 commence in August, 2014. The mortgage note is personally guaranteed by our CEO and South African COO and secured by the assets of the Port Elizabeth building.

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7. cONVERTIBLE NOTEs PAYABLE

Convertible notes payable at June 30, 2014 and December 31, 2013 are as follows:

	June 30,			December 31,
	2014			2013
6% Convertible notes payable issued in August 2013	$	3,000,000		$	3,000,000
Discounts on above convertible note		(2,083,333	)		(2,583,333	)
15% Convertible notes payable issued in March 2014		500,000			-
Discounts on above convertible note		(210,083	)		-
		1,206,584			416,667
Current portion of convertible notes payable		(241,134	)		-
Convertible notes payable, less current portion	$	965,450		$	416,667

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 (“Notes”) for a total of $3,000,000 in a private offering collateralized by the assets of the Hooters Nottingham restaurant. The funding from the private offering was used exclusively for the acquisition of the Hooters Nottingham restaurant location (acquisition described in Note 3). The Notes have the following principal terms:

· the principal amount of each Note shall be repaid within 36 months of the issuance date at a non-compounded 6% interest rate per annum payable qurarterly beginning on the original issue date and continuing thereafter until the maturity date;

· the Note holders shall receive 10%, pro rata, of the net profit of the Hooters Nottingham restaurant, paid quarterly for the life of the location, and 10% of the net proceeds should the location be sold;

· the consortium of investors received a total of 300,000 three-year warrants, exercisable at $3.00 per share;

· beginning six months after the original issue date and until this debenture is no longer outstanding, each Note holder may convert his or her Note into shares of the Company’s common stock (at 90% of the average closing price ten days prior to conversion, unless a public offering is pending at the time of the conversion notice, which would result in the conversion price being the same price as the offering).The conversion price is subject to a floor of $1.00 per share;

· each Note holder has the right to redeem the Note for a period of sixty days following the eighteen month anniversary of the issuance of the Note, unless a capital raise is conducted within eighteen months after the issuance of the Note. In connection with the issuance of the Note, the Company also issued warrants for the purchase of 300,000 shares of the Company’s common stock at an exercise price of $3.00 per share through August 2, 2016.

The Company completed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013.

The fair value of the embedded conversion feature and the warrants is $2,265,600 and $884,600, respectively, and the aggregated total equal $3,150,200. Consequently, upon issuance of the Note, a debt discount of $3,000,000 was recorded and the original difference of $150,200, representing the fair value of the conversion feature and the warrants in excess of the debt discount, was immediately charged to interest expense. The debt discount will be amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations.

made

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The fair value of the embedded conversion feature and the warrants each was estimated using the Black-Scholes option-pricing model which approximated the Binomial Lattice model. Key assumptions used to apply this pricing model during the three and six months ended June 30, 2014 were as follows:

Risk-free interest rate	0.15%-0.79%
Expected life	1-5 years
Expected volatility	62%-89%

The expected stock price volatility for the Company’s stock options was determined by the historical volatilities of comparable companies. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

In March 2014, the Company entered into an agreement whereby the Company issued a convertible promissory note for a total of $500,000. The note accrues monthly interest of 1.25% until the date the note is converted. The note is convertible into the Company’s common stock (at 85% if the offering price in future offering or 85% of the VWAP). The conversion price is subject to a floor of $3.00 per share. If not converted, the note matures one year from the issuance date.

In connection with the issuance of the March 2014 convertible promissory note, the Company also issued to the investors warrants to purchase up to 30% of the number of shares of Common Stock issued upon conversion of the 2014 note, exercisable at $5.25 per share for a period of up to 5 years from the Note's original issuance date.

The Company accounted for the issuance of the convertible promissory note and the warrants attached to the note in accordance with ASC 815 “Derivatives and Hedging.” Accordingly, the warrants and the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $9,442. The debt discount relates to the beneficial conversion feature embedded in the conversion option and the fair value of the warrants attached to the notes. The debt discount is charged back to interest expense ratably over the term of the convertible note.

8. loan payable

At June 30, 2014 the Company has an outstanding loan payable to its Australian partner of $1,571,646 in connection with Surfers Paradise and Townsville construction costs. The Company has agreed to repay the unsecured obligation before the end of 2014. Approximately $230,000 was repaid in July and August 2014.

9. Stockholders’ Equity

The Company has 45,000,000 shares of its $0.0001 par value common stock authorized at both June 30, 2014 and December 31, 2013, and 6,499,433 shares issued and 5,387,897 shares outstanding at June 30, 2014 and December 31, 2013, respectively.

2014 Transactions

On January 31, 2014, pursuant to an Agreement and Plan of Merger executed on December 31, 2013, the Company completed the acquisition of all of the outstanding shares of Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, which owned and operated the Hooters restaurant locations in Tacoma, Washington and Portland, Oregon and a gaming facility operated through the Oregon Lottery system (collectively “Hooters Pacific NW”) for a total purchase price of 680,272 Company units, valued at approximately $3.9 million, with each unit consisting of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As a part of this transaction, the sellers were granted registration rights with respect to the Company’s common stock issued and underlying the warrants.

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Also on January 31, 2014, pursuant to an Agreement and Plan of Merger executed on January 14, 2014, the Company completed the acquisition of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC from Express Restaurant Holdings, LLC and Express Restaurant Holdings Beverage, LLC. The purchase price of 195,000 Company units, valued at approximately $1.1 million, was paid to Express Working Capital, LLC (“EWC”); the units consist of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, EWC was granted registration rights with respect to the Company’s common stock issued and underlying the warrants.

During the first three and six months ended June 30, 2014 the Company issued 40,000 and 98,764 shares valued at $101,900 and $330,757, respectively, for investor relations services.

During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to June 30, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share.

2013 Transactions

On April 22, 2013, the Company issued 4,000 shares of the Company’s common stock in exchange for investor relations services to be performed over a 12 month period, valued at $7,720.

In September 2013, the Company issued 25,000 shares of common stock valued at $117,000 for services for a five month agreement. The Company has expensed $93,600, representing four of five months in 2013 and will expense the final month in 2014.

On September 30, 2013, the Company closed the purchase of ARB and issued 740,000 units which consisted of one share of common stock and one common stock warrant valued at $3,611,126 and $1,710,077, respectively.

On October 17, 2013, the Company raised $2,500,000 in a private placement, pursuant to which the Company sold to the Investors an aggregate of 666,667 Units at a purchase price of $3.75 per unit. Each unit consists of one share of the Company’s common stock, $0.001 par value per share and one five-year warrant, exercisable after twelve months, to purchase one share of common stock at an initial exercise price of $5.00.

The Company employed a placement agent for the purpose of the private placement, and has paid to the placement agent commissions in the total amount of $150,000 and five year warrants convertible into an aggregate of 80,000 shares valued at approximately $312,000 using the Black-Scholes model.

During October 2013, 15,000 common stock shares valued at $62,500 were issued for investor relations services.

On November 5, 2013, the Company entered into a Subscription Agreement with JFR and JFFS for the purchase of a 51% ownership interest in each entity, for a total purchase price of $560,000. The transaction closed on December 10, 2013 with the execution of an Assignment, Assumption, Joinder, and Amendment Agreement with both JFR and JFFS. On December 11, 2013, the Company purchased an additional 5% interest in both JFR and JFFS from an original interest holder for the total purchase price of $30,000, increasing the Company’s ownership interest in JFR and JFFS to a total of 56%.

On November 7, 2013, the Company entered into a Subscription Agreement with three accredited investors, pursuant to which the Company sold to the Investors an aggregate of 160,000 Units at a purchase price of $5.00 per Unit, closing an $800,000 private placement. Each unit consists of one share of the Company’s common stock, $0.001 par value per share and one five-year warrant to purchase one share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of $5.50, while the remaining half (80,000) of the warrants are available at an initial exercise price of $7.00. The Company has paid a placement fee by issuing an aggregate of 80,000 five- year warrants valued at approximately $312,000 using the Black-Scholes model.

On November 26, 2013, the Company finalized a Subscription Agreement (the “Beacher’s Subscription Agreement”) with Beachers’ LV, LLC (“Beachers”), whereby the Company subscribed for five units, with each Unit consisting of a 1% membership interest in Beachers. The total capital contribution made by the Company to Beachers was $500,000. In connection with the Subscription Agreement, the Company executed a Right to Purchase Agreement with Madhouse Worldwide Investments, LLC (“MWI”) whereby the Company issued fifty three thousand three hundred and thirty four (53,334) shares of the Company’s common stock, valued at approximately $260,000, to MWI or its assigns, in exchange for a two-year option to purchase up to 25% of any ownership interest in any future Beacher’s nightclub to be offered to third party investors, and a three-year exclusive option to propose funding, participate in funding, and open future Beacher’s nightclubs in South Africa, Australia, and the United Kingdom. The Company also issued an aggregate of 50,000 five-year warrants valued at approximately $176,000 using the Black-Scholes model.

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10. COMMITMENTS AND CONTINGENCIES

On October 12, 2012, Francis Howard (“Howard”), individually and on behalf of all others similarly situated, filed a lawsuit against the Company, Michael D. Pruitt, Eric S. Lederer, Michael Carroll, Paul I. Moskowitz, Keith Johnson (the “Individual Defendants”), Merriman Capital, Inc., Dawson James Securities, Inc. (the “Underwriter Defendants”), and Creason & Associates P.L.L.C. (“Creason”), in the U.S. District Court for the Southern District of Florida.  The class action lawsuit alleges violations of Section 11 of the Securities Act against all Defendants, violations of Section 12(a)(2) of the Securities Act against only the Underwriter Defendants, and violations of Section 15 against the Individual Defendants.  Howard seeks unspecified damages, reasonable costs and expenses incurred in this action, and such other and further relief as the Court deems just and proper.  On October 31, 2012, the Company and the Individual Defendants retained Stanley Wakshlag at Kenny Nachwalter, P.A. to represent them in this litigation. On December 12, 2012, Howard filed a Motion to Appoint himself lead Plaintiff and to approve his selection of The Rosen Law Firm, P.A. as his counsel.  An Order appointing Francis Howard and the Rosen Law Firm as lead Plaintiff and lead Plaintiff’s counsel was entered on January 4, 2013.   On February 19, 2013, Plaintiff filed an Amended Complaint alleging similar claims to those previously asserted.  On May 20, 2013, the Plaintiff filed a Notice of Voluntary Dismissal without prejudice of Defendants Dawson James Securities, Inc. and Merriman Capital, Inc. On September 17, 2013, Judge Cohn denied the Defendants’ Motions to Dismiss and ordered that Defendants file Answers to Plaintiff’s Amended Class Action Complaint by October 8, 2013, and that the trial be set for the two-week period commencing May 12, 2014. The Company and Individual Defendants filed an Answer to Plaintiff’s Amended Class Action Complaint on October 7, 2013.  A Scheduling Order was entered on October 8, 2013 after a Scheduling Conference was held, whereby a timeframe was set for Disclosures, Mediation, Joinder of Parties and Amendment of Pleadings, Discovery, and Pre-Trial Motions. The parties have made initial disclosures, and document requests and interrogatories have been served. On December 18, 2013, the parties filed a Joint Status Report Relating to Mediation, whereby the parties disclosed details of a class-wide settlement of this action. The parties have agreed on a total settlement amount of $850,000, with $837,500 to be paid by the Company’s insurance carrier and $12,500 to be paid by Creason, subject to court approval. All parties have executed a definitive settlement agreement consistent with terms previously disclosed, which was  filed with the court on March 31, 2014, along with a request seeking preliminary approval of the settlement. Preliminary approval was received from the court on April 23, 2014. The final hearing is set for August 14, 2014. The amount of $837,500 was paid by the Company’s insurance carrier into an escrow account. The Company has and will continue to vigorously defend itself in this matter.

On March 26, 2013, our South African operations received Notice of Motion filed in the Kwazulu-Natal High Court, Durban, Republic of South Africa, filed against Rolalor (PTY) LTD (“Rolalor”) and Labyrinth Trading 18 (PTY) LTD (“Labyrinth”) by Jennifer Catherine Mary Shaw (“Shaw”). Rolalor and Labyrinth were the original entities formed to operate the Johannesburg and Durban locations, respectively. On September 9, 2011, the assets and the then-disclosed liabilities of these entities were transferred to Tundraspex (PTY) LTD (“Tundraspex”) and Dimaflo (PTY) LTD (“Dimaflo”), respectively. The current entities, Tundraspex and Dimaflo are not parties in the lawsuit. Shaw is requesting that the Respondents, Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in the total amount of R4,082,636 (approximately $480,000). The two Notices were defended and argued in the High Court of South Africa (Durban) on January 31, 2014. Madam Justice Steryi dismissed the action with costs on May 5, 2014. Ms. Shaw has appealed this decision.

On April 1, 2013, the Company received a subpoena from the SEC, requesting various corporate documents relating to operations.  The Company intends to fully cooperate with the subpoena.

In connection with our 2011 acquisitions of the South African entities (whereby, on October 1, 2011, Rolalor, Alimenta 177(Pty.) Ltd. and Labyrinth transferred their respective net assets to the newly formed entities controlled by the Company), the Company believes the purchase and sale with the seller was accomplished in accordance with the laws and regulations of the taxing authorities in South Africa. However, there can be no absolute assurance as to whether the business acquired continues to have any outstanding tax and regulatory filing requirements, (i.e. not filed certain corporate tax returns for previous years) as well as whether the local authorities could seek to recover any unpaid taxes, interest, penalties, or other amounts due from the Company, its shareholders or others.  The Company is not aware of any existing obligations that remain outstanding for which the Company may be required to settle. In connection with acquiring the net assets of the business, the Company may be entitled to be reimbursed by the seller for any pre-acquisition obligations of the business that may arise post-acquisition.

In addition to the matters disclosed above, the Company may be involved in legal proceedings and claims which have arisen in the ordinary course of business. These actions, when ultimately concluded and settled, will not, in the opinion of management, have a material adverse effect upon the financial position, results of operations or cash flows of the company. 

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11. DISCLOSURES ABOUT FAIR VALUE

Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels.

	Fair Value Measurement Using
			Quoted prices
			in active		Significant
			markets of		other		Significant
			identical		observable		Unobservable
	Recorded		assets		inputs		Inputs
	value		(Level 1)		(Level 2)		(Level 3)
June 30, 2014
Assets:
Available-for-sale securities	$	35,362	$	35,362	$	-	$	-
Liabilities:
Embedded conversion feature	$	1,555,200	$	-	$	-	$	1,555,200
Warrant liability		179,300		-		-		179,300
	$	1,734,500	$	-	$	-	$	1,734,500
December 31, 2013
Assets:
Available-for-sale securities	$	55,112	$	55,112	$	-	$	-
Liabilities:
Embedded conversion feature	$	2,146,000	$	-	$	-	$	2,146,000

At June 30, 2014 and December 31, 2013, the Company's available-for-sale equity securities were valued using Level 1 inputs as summarized above. Level 1 inputs are based on unadjusted prices for identical assets in active markets that the Company can access.

The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy.

Certain assets are not carried at fair value on a recurring basis, including investments accounted for under the equity and cost methods. Accordingly, such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the consolidated financial statements.

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The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the three and six months ended June 30, 2014. The Company did not have any warrants or conversion feature financial assets for the three and six months ended June 30, 2013.

				Conversion
	Warrants			Feature			Total
Balance at January 1, 2014	$	-		$	2,146,000		$	2,146,000
Change in fair value of derivative liability		(1,200	)		(703,000	)		(704,200	)
Amount included in debt discounts		111,300			181,400			292,700
Balance at June 30, 2014	$	110,100		$	1,624,400		$	1,734,500

12. SUBSEQUENT EVENTS

On July 1, 2014, pursuant to Purchase Agreements executed on June 30, 2014, the Company completed the acquisition of a sixty percent (60%) ownership interest in Hoot Parramatta Pty Ltd, Hoot Australia Pty Ltd, Hoot Penrith Pty Ltd, and TMIX Management Australia Pty Ltd (collectively, the “Australian Entities”), which own, operate, and manage Hooters restaurant locations and gaming operations in Australia. The ownership interest in the Australian Entities was purchased from the respective entities in exchange for the Company agreeing to assume a five million dollar ($5,000,000) debt and issuing two hundred fifty thousand (250,000) warrants to purchase shares of our common stock.

The Company is currently seeking to raise funds privately either through debt or equity financing. Subsequent to June 30, 2104, the Company has received $440,000 through the private sale of equity securities in transactions exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company anticipates raising additional capital from the sale of equity or debt securities as well as seeking funding related to its other investments during the remainder of 2014, although there can be no assurance that it will be able to do so.

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ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

Forward-looking statements appear in this report, including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other written and oral statements made by or on behalf of us. These forward-looking statements include, but are not limited to, statements relating to our goals, strategies, expectations, competitive environment, regulation, availability of resources, future events and future financial performance. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically can be identified by such words as “anticipate,” “estimate,” “forecast,” “project,” “intend,” “expect,” “believe,” “should,” “could,” “may” or other similar words or expressions. We caution readers that such forward-looking statements involve risks and uncertainties, including, but not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2013 and in other reports and statements that we file with the SEC. Such forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied herein, including, but not limited to, the following:

· Operating losses continuing for the foreseeable future; we may never be profitable;

· Inherent risks in expansion of operations, including our ability to acquire additional territories, generate profits from new restaurants, find suitable sites and develop and construct locations in a timely and cost-effective way;

· General risk factors affecting the restaurant industry, including current economic climate, costs of labor and food prices;

· Intensive competition in our industry and competition with national, regional chains and independent restaurant operators;

· Our rights to operate and franchise Hooters-branded restaurants are dependent on the Hooters’ franchise agreements;

· Our business depends on our relationship with Hooters;

· We do not have full operational control over the businesses of our franchise partners;

· Failure by Hooters to protect its intellectual property rights, including its brand image;

· Our business has been adversely affected by declines in discretionary spending and may be affected by changes in consumer preferences;

· Increases in costs, including food, labor and energy prices;

· Our business and the growth of our Company is dependent on the skills and expertise of management and key personnel;

· Constraints could effect our ability to maintain competitive cost structure, including, but not limited to labor constraints;

· Work stoppages at our restaurants or supplier facilities or other interruptions of production;

· Our food service business and the restaurant industry are subject to extensive government regulation;

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· We may be subject to significant foreign currency exchange controls in certain countries in which we operate;

· Inherent risk in foreign operations;

· We may not attain our target development goals and aggressive development could cannibalize existing sales;

· Current conditions in the global financial markets and the distressed economy;

· A decline in market share or failure to achieve growth;

· Unusual or significant litigation, governmental investigations or adverse publicity, or otherwise;

· Adverse effects on our operations resulting from the current class action litigation in which the Company is one of several defendants;

· Adverse effects on our results from a decrease in or cessation or clawback of government incentives related to investments; and

· Adverse effects on our operations resulting from certain geo-political or other events.

Our forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements (i) as these statements are neither a prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law.

Management’s Analysis of Business

Our business focus is operating Hooters franchises internationally and several restaurant and bar concepts domestically. We previously have operated in two business segments – Hooters franchise restaurants and investment management and consulting services businesses. However, we announced our intention to exit investment management and consulting services businesses in the first quarter of fiscal 2013 and we effectuated such exit during the second quarter of fiscal 2013. We own and operate Hooters franchises, both domestically and internationally, and various fast casual restaurant brands domestically, along with several other domestic restaurant and bar concepts, including the American Roadside Burgers (currently doing business as American Burger Co. at the two Charlotte ARB locations) chain and a majority interest in the Just Fresh restaurant chain.  Hooters restaurants are casual beach-themed establishments with sports on television, jukebox music, and the “nearly world famous” Hooters Girls.  The menu consists of spicy chicken wings, seafood, sandwiches and salads.  The menu of each location can vary with the local tastes.  Hooters began in 1983 with its first restaurant in Clearwater, Florida. From the original restaurant and licensee Mr. Robert Brooks, Hooters has become a global brand, with locations in 44 states domestically and over 430 Hooters restaurants worldwide. Besides restaurants, Hooters has also branched out to other areas, including licensing its name to a golf tour and the sale of packaged food in supermarkets. American Roadside Burgers (“ARB”) is a 10-year-old fast casual dining chain, known for its diverse menu featuring fresh salads, customized burgers, milk shakes, sandwiches, and beer and wine. Each restaurant features a nostalgic "made in America" theme. The first ARB location opened in 2006 in Smithtown, N.Y. and has since expanded to 2 locations in Charlotte, N.C. (currently doing business as American Burger Co.), 1 location in Columbia, S.C. and the newest location is in Greenville, S.C. The Just Fresh restaurant chain first opened in 1994 and currently operates six company owned locations throughout North Carolina that offer fresh-squeezed juices, gourmet coffee, fresh-baked goods and premium-quality, made-to-order sandwiches, salads and soups. The founders of Just Fresh modeled their concept around the idea that a fresher, more nutritional diet can have positive effects on physical health and overall wellness.

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We expect to either own 100% of the restaurant or franchise location, or partner with a local individual in the countries or regions we target.   We based this decision on what we believe to be the successful launch of our South African Hooters venture and believe we have aligned partners and operators in various domestic and international markets. We are focused on expanding our Hooters, ARB, and Just Fresh operations, and expect to invest in the United States, South Africa, Brazil, Australia and Europe.

Effective September 30, 2013, we acquired 100% of the outstanding shares of ARB pursuant to an agreement and plan of merger with ARB.

Effective November 7, 2013, we acquired 100% of an existing Hooters restaurant in Nottingham, England.

On December 10, 2013, we closed the purchase of a majority ownership interest in JF Restaurants, LLC and JF Franchising Systems, LLC, the owners of the Just Fresh Restaurant chain. On December 11, 2013, we purchased an additional 5% interest in the entities owning Just Fresh, bringing the Company’s ownership interest to 56% in each entity.

On January 31, 2014, we closed the purchases of 100% of two Hooters restaurants in the states of Washington and Oregon and a gaming facility operated through the Oregon Lottery system, as well as the seafood restaurant Spoon Bar and Kitchen in Dallas, Texas.

On April 1, 2014, we completed the step acquisition of Hooters Australia, increasing the Company’s ownership percentage from 49% to 60% for three Hooters Australia locations, two of which currently are open and the third location is under construction.

On July 1, 2014, we completed the acquisition of 60% of two additional Australian Hooters restaurants and gaming operations as well as 60% interest in the related Australian management company.

LIQUIDITY AND CAPITAL RESOURCES AND GOING CONCERN

Historical information:

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2014, the Company had current assets of $1,578,372, current liabilities of $9,310,320, and a working capital deficit of $7,731,948. The Company incurred a loss of $2,861,374 during the six months ended June 30, 2014 and had an unrealized loss from available-for-sale securities of $15,527 and foreign currency translation gains of $51,165, resulting in a comprehensive loss of $2,825,736. The Company has historically met its liquidity requirements through the sale of equity and debt securities, sale of certain investments, and has also obtained funding at the subsidiary level for certain locations and joint ventures. The Company anticipates raising additional capital from one or more such sources during the remainder of 2014, although there can be no assurance that it will be able to do so.

The Company's corporate general and administrative expenses were $2,860,453 for the first six months of 2014, including $375,507 non-cash expenses comprised of common stock issued for services and amortization of warrants. The expenses averaged approximately $1.0 million per quarter in 2013, including approximately $1.1 million non-cash expenses. The Company expects costs to remain flat for the second half of 2014 as we continue to expand our footprint domestically and internationally for 2014 and beyond, however we expect costs to decrease as a percent of sales. Effective October 1, 2011, the Company acquired majority control of the initial three restaurants in South Africa and began consolidating these operations. In August 2012, the Company opened a restaurant in Budapest, Hungary, and earns 80% of the operating results with our operating partner earning 20%. Domestically in 2013 the Company purchased 100% of ARB on September 30, 2013, and 56% of JFR and JFFS, owners of Just Fresh, a Charlotte, North Carolina-based casual dining concept, in December 2013. Effective November 7, 2013, the Company acquired 100% of an existing Hooters restaurant in Nottingham, England. On January 31, 2014, the Company closed the purchases of 100% of two Hooters restaurants in the states of Washington and Oregon and a gaming facility operated through the Oregon Lottery system, as well as Spoon Bar and Kitchen in Dallas, Texas. In March 2013, the Company closed its investment management business, which saved us approximately $50,000 per quarter starting fully in the third quarter of 2013. The Company also has earned 49% of the operating results with our operating partner earning 51% in our Hooters location opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. During April 2014, the Company purchased an additional 11% of the Hooters location in Campbelltown from our Australian partner, increasing our ownership to 60%. Construction is also recently completed or underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each). The first site in Surfers Paradise opened to the public on July 14, 2014 and the second site in Townsville site is expected to open late in the third quarter of 2014. The Company also has a 5% interest in Beacher’s Madhouse, a variety show, which opened in Las Vegas, Nevada at the end of 2013.

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The Company has a note with a balance at June 30, 2014 of $197,416 owed to its bank which is due on October 10, 2018 with monthly principal and interest payments of $4,406. In April 2013, the Company secured a $500,000 line of credit which became due on August 10, 2014 for which an extension is currently being negotiated. As of June 30, 2014, the balance on the line of credit is $500,000. In February 2014 the Company secured a note with a bank for $500,000 due on August 10, 2014 for which an extension is currently being negotiated. The Company also has $3,000,000 of convertible debt which the Company used for our purchase of the Hooters Nottingham (United Kingdom) location 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. These investors received 3 year warrants to purchase 300,000 shares of the Company’s common stock at $3.00 per share. The conversion feature of the convertible debt and warrants was recorded as a derivative liability. The Company closed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013. In March 2014, the Company received proceeds of $500,000 from convertible debt which was used for continuing the Company’s growth and for working capital. The investor was issued 15% Secured Subordinate Convertible Notes and received five year warrants to purchase up to 30% of the number of shares of common stock issued upon conversion of the 2014 note exercisable at $5.25 per share. The conversion feature of the convertible debt was recorded as a derivative liability. In addition the Company has a note with at balance at June 30, 2014 of $225,000 owed to two outside companies which have matured, an extension for both notes are currently being negotiated and payment has not been demanded. The Company’s South African subsidiaries have bank overdraft and term facilities of $707,700, including a mortgage for a site we purchased in Port Elizabeth for our next Hooters location. ARB has a bank note payable of $10,249 due on August 5, 2014 which has been repaid in full. The Company plans to continue to use limited partnerships or other financing vehicles, if necessary, to fund its share of costs for additional Hooters and other restaurants.

On October 17, 2013, the Company raised $2,500,000 in a private placement, pursuant to which the Company sold to the investors an aggregate of 666,667 Units at a purchase price of $3.75 per unit. Each Unit consists of one share of the Company’s common stock and one five-year warrant, exercisable after twelve months, to purchase one share of common stock at an initial exercise price of $5.00. The Company employed a placement agent for the purpose of the private placement, and paid to the placement agent commissions in the total amount of $150,000 and five year warrants convertible into an aggregate of 40,000 shares.

On November 7, 2013, the Company entered into a Subscription Agreement with three accredited investors, pursuant to which the Company sold to the investors an aggregate of 160,000 Units at a purchase price of $5.00 per Unit, closing a $800,000 private placement. Each Unit consists of one share of the Company’s common stock, $0.001 par value per share and one five- year warrant to purchase one share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of $5.50, while the remaining half (80,000) of the warrants are available at an initial exercise price of $7.00. The Company employed a placement agent for the purpose of the private placement, and has paid to the placement agent commissions in the total amount of $32,000 and five-year warrants subject to the same terms as those issued under the above transaction, convertible into an aggregate of 6,400 shares of common stock.

On January 31, 2013, the Company settled outstanding liabilities of approximately $170,000 from a South African bank, previously presented in our consolidated balance sheets in “other liabilities”. Upon making a payment of approximately $99,000, the Company received a release from all other bank liabilities, resulting in a total gain on extinguishment of debt of approximately $71,000, which is presented in our financial statements as other income.

During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to July 1, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share.

In order to execute the Company’s long-term growth strategy, which includes continued expansion of the Company’s business by acquisition or developing or constructing, the Company will need to raise additional funds through public or private equity offerings, debt financings, or other means.

The current constraints of cash flow from operations and the requirements to raise funds raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

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RESULTS OF OPERATIONS

Comparison of three months ended June 30, 2014 and 2013

Revenue and expenses from operations are summarized below. 

	2014						2013
	Amount			% of Restaurant Net Sales			Amount			% of Restaurant Net Sales
Restaurant sales, net	$	6,818,932					$	1,641,043
Gaming income, net		75,724						-
Management fees -  non-affiliate		25,151						25,000
		6,919,807						1,666,043
Expenses:
Restaurant cost of sales		2,454,626			36.0	%		635,348			38.7	%
Restaurant operating expenses		4,012,399			58.8	%		932,250			56.8	%
Restaurant pre-opening expenses		260,981			3.8	%		10,201			0.6	%
General and administrative		1,245,660			18.3	%		645,648			39.3	%
Depreciation and amortization		412,487			6.0	%		129,876			7.9	%
Total expenses		8,386,153			123.0	%		2,353,323			143.4	%
Loss from operations	$	(1,466,346	)				$	(687,280	)

Revenue

Restaurant revenues increased $ 5,177,889 (315.5%) from the second quarter of 2013 to the second quarter of 2014. The increase was largely attributable to acquisitions as discussed in Note 3.

Gaming income, net increased by $75,724 from the second quarter of 2013 to the second quarter of 2014 as the result of the Company’s acquisition on January 31, 2014 of the Hooters restaurant and attached gaming facility in Oregon, run by the state’s lottery commission. On July 1, 2014, we announced the acquisition of 60% of the two other Hooters in Australia, in Penrith and Parramatta, suburbs of Sydney, as well as the Australian management company. The purchase price was the assumption of $5 million in debt. Also as part of the transaction, the Company receives 100% of the gaming revenue until the debt is repaid, and thereafter the Company will receive 60% for the remainder of the lifetime of the gaming machines.

We expect gaming income, net to increase significantly in the second half of 2014, however we have a limited history to be able to forecast a range.

Revenues for the management business were flat for the three months ended June 30, 2014 and June 30, 2013, amounting to $25,151 and $25,000, respectively.

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Restaurant cost of sales

Restaurant cost of sales amounted to $2,454,626, or 36.0% of restaurant net sales in the three months ended June 30, 2014 and $635,348, or 38.7% of restaurant net sales in the year earlier period. We expect the percentage to remain approximately the same in 2014 as we continue to expand our business both domestically and internationally.

Restaurant operating expenses

Restaurant operating expenses amounted to $4,012,399 or 58.8% of restaurant net sales in the three months ended June 30, 2014 as compared to $932,250, or 56.8% of restaurant net sales in the three months ended June 30, 2013. We expect the percentage of operating expenses to restaurant net sales to decline in the second half of 2014 as we open more restaurant locations, however we have a limited history to be able to forecast a range.

Restaurant pre-opening expenses

Restaurant pre-opening expenses for the three months ended June 30, 2014 and 2013 amounted to $260,981 and 10,201, respectively. The increase in 2014 was due primarily to rent expenses incurred before opening of the two newly constructed Hooters in Australia, one locations which opened in Surfers Paradise in July 2014 and the other in Townsville expected to open in late September 2014.

General and Administrative Expense (“G&A”)

G&A amounted to $1,245,660 or 18.3% of restaurant net sales in the three months ended June 30, 2014 and $645,648 or 39.3% of restaurant net sales in the year earlier period. The more significant components of G&A are summarized as follows:

	2014		2013
Professional fees	$	269,290	$	128,403
Payroll and benefits		435,921		206,954
Consulting and investor relation fees		225,915		124,953
Travel and entertainment		59,686		41,611
Shareholder services and fees		33,519		12,593
Other G&A		221,329		131,134
	$	1,245,660	$	645,648

G&A costs are expected to be approximately $1.4 million per quarter for the second half of 2014, including approximately $0.3 million of non-cash G&A costs. We expect the costs associated with the activities of the restaurant business and corporate activities continuing to grow, but we expect the G&A as a percentage of sales to decline.

Professional fees increased $140,887 in the second quarter of 2014 compared to the second quarter of 2013 because we expanded our footprint domestically and internationally, incurred costs both for legal fees related to our shareholder lawsuit and accounting fees related to our substantial growth.

Payroll and benefits increased $228,967 in the second quarter of 2014 compared to the second quarter of 2013 primarily due to the addition of restaurant management personnel starting in the fourth quarter of 2013 and additional corporate employees commencing employment with the Company in the last two quarters of 2013.

Consulting and investor relations fees increased $100,962 in the second quarter of 2014 compared to the second quarter of 2013 primarily due to the Company seeking to increase our footprint in the investment and restaurant arenas. Non-cash fees for services totaled $124,275 and $39,239 in the second quarter of 2014 and 2013, respectively.

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Travel and entertainment increased $18,075 in the second quarter of 2014 compared to the second quarter of 2013 as Company personnel, primarily the CEO and Director of Restaurant Training, traveled to increase our Company awareness, visit our restaurant locations, and secure financing and partners for the restaurant locales.

Shareholder services and fees increased $20,926 in the second quarter of 2014 compared to the second quarter of 2013 primarily from additional fees for issuances of securities and related filings with the SEC.

Depreciation and amortization

Depreciation expense for the three months ended June 30, 2014 and 2013 amounted to $334,981 and $124,478, respectively. Depreciation expense for the restaurant operations for the three months ended June 30, 2014 and 2013 amounted to $332,381 and $123,393, respectively. Corporate depreciation expense for the three months ended June 30, 2014 and 2013 amounted to $2,600 and $1,085, respectively.

Amortization expense for the three months ended June 30, 2014 and 2013 for the restaurant businesses related to franchise fees and trade names and trademarks was $77,506 and $5,398, respectively.

OTHER INCOME (EXPENSE)

Other income (expense) consisted of the following for the three months ended June 30, 2014 and 2013: 

	2014			2013
Other income (expense):
Equity in losses of investments	$	-		$	(18,806	)
Realized gains		4,127			-
Change in fair value of derivative liabilities		272,100			-
Interest expense		(350,760	)		(18,443	)
Miscellaneous income		4,552			1,263
	$	(69,981	)	$	(35,986	)

Income from operations of unconsolidated affiliates

Effective April 1, 2014, we completed the step acquisition of a 60% controlling interest in our Hooters Australia joint venture resulting in the consolidation of these entities. Prior to the acquisition, we owned 49% of the entities and accounted for the Hooters Australia investment under the equity method of accounting and our share of earnings and losses was recorded in equity in losses from investments in our Consolidated Statements of Operations and Comprehensive Income. The Hooters Australia results of operations for the three months ended June 30, 2014 are reflected in the respective line items in our Consolidated Statements of Operations and Comprehensive Income. 

Equity in Earnings of Investments

Equity in earnings of investments includes our share of earnings from investments in which we own at least 20% and are being accounted for using the equity method. This included losses from the Hoot Campbelltown partnership in the 2013 first quarter period of $18,806.

Change in Fair Value of Derivative Liability

Change in fair value of derivative liability increased by $272,100 from the second quarter of 2013 to the second quarter of 2014, related to the warrants issued with our convertible debt. The liability is a non-cash income or expense and will be adjusted quarterly based on the Company’s stock price.

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Interest Expense

Interest expense increased by $332,317 from the second quarter of 2013 to the second quarter of 2014, as the Company increased its debt obligations in the second half of 2013 to fund the Company’s growth.

Comparison of six months ended June 30, 2014 and 2013 

	2014						2013
	Amount			% of Restaurant Net Sales			Amount			% of Restaurant Net Sales
Restaurant sales, net	$	12,365,870					$	3,283,165
Gaming income, net		131,235						-
Management fees -  non-affiliate		50,151						50,000
		12,547,256						3,333,165
Expenses:
Restaurant cost of sales		4,437,907			35.9	%		1,263,236			38.5	%
Restaurant operating expenses		7,294,226			59.0	%		1,912,405			58.2	%
Restaurant pre-opening expenses		260,981			2.1	%		10,201			0.3	%
General and administrative		2,860,453			23.1	%		1,365,848			41.6	%
Depreciation and amortization		777,375			6.3	%		244,100			7.4	%
Total expenses		15,630,942			126.4	%		4,795,790			146.1	%
Loss from operations	$	(3,083,686	)				$	(1,462,625	)

Revenue

Revenue amounted to $12,547,256 for the six months ended June 30, 2014 and $3,333,165 for the six months ended June 30, 2013.

Restaurant revenues increased $ 9,082,705 (276.68%) from the six months ended June 30, 2013 to the first six months of 2014. The increase was largely attributable to acquisitions as discussed in Note 3.

Gaming income, net increased by $131,235 from the six months ended June 30, 2013 to the six months ended June 30, 2014 as the result of the Company’s acquisition on January 31, 2014 of the Hooters restaurant and attached gaming facility in Oregon, run by the state’s lottery commission. On July 1, 2014, we announced the acquisition of 60% of the two other Hooters in Australia, in Penrith and Parramatta, suburbs of Sydney, as well as the Australian management company. The purchase price was the assumption of $5 million in debt. Also as part of the transaction, the Company receives 100% of the gaming revenue until the debt is repaid, and thereafter the Company will receive 60% for the remainder of the lifetime of the gaming machines.

We expect gaming income, net to increase significantly in the second half of 2014, however we have a limited history to be able to forecast a range.

Revenues for the management business were flat for the six months ended June 30, 2014 and June 30, 2013, amounted to $50,151 and $50,000, respectively.

Restaurant cost of sales

Restaurant cost of sales amounted to $4,437,907, or 35.9% of restaurant net sales for the six months ended June 30, 2014 and $1,263,236, or 38.5% of restaurant net sales for the six months ended June 30, 2013. We expect the percentage to remain approximately the same in 2014 as we continue to expand our business both domestically and internationally.

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Restaurant operating expenses

Restaurant operating expenses amounted to $7,294,226, or 59.0% of restaurant net sales for the six months ended June 30, 2014 and $1,912,405, or 58.2% of restaurant net sales for the six months ended June 30, 2013. We expect the percentage of operating expenses to restaurant net sales to decline as we open more restaurant locations. However, our limited history prevents us from being able to forecast a range.

Restaurant pre-opening expenses

Restaurant pre-opening expenses for the six months ended June 30, 2014 and 2013 amounted to $260,981 and $410,201, respectively. The increase in 2014 was incurred primarily for the two openings in Australia, one location which opened in Surfers Paradise in July 2014 and the other location which is expected to open in Townsville in late September 2014.

General and Administrative Expense (“G&A”)

G&A amounted to $2,860,453 for the six months ended June 30, 2014 and $1,365,848 for the six months ended June 30, 2013. The more significant components of G&A are summarized as follows:

	2014		2013
Professional fees	$	635,017	$	336,536
Payroll and benefits		843,034		442,645
Consulting and investor relation fees		790,448		278,286
Travel and entertainment		134,305		58,709
Shareholder services and fees		74,486		34,756
Other G&A		383,163		214,916
	$	2,860,453	$	1,365,848

G&A costs are expected to be approximately $1.4 million per quarter for the remainder of 2014, including approximately $0.3 million of non-cash G&A costs. We expect the costs associated with the activities of the restaurant business and corporate activities to continue to grow, while we expect the G&A as a percentage of sales to decline.

Professional fees increased $298,481 in the first six months of 2014 compared to the first six months of 2013 because we expanded our footprint domestically and internationally, incurred costs both for legal fees related to our shareholder lawsuit and accounting fees related to our substantial growth.

Payroll and benefits increased $400,389 in the first quarter of from 2014 compared to the first six months of 2014 compared to the first six months of 2013 primarily due to the addition of restaurant management personnel starting in the fourth quarter of 2013 and additional corporate employees commencing employment with the Company in the last two quarters of 2013.

Consulting and investor relations fees increased $512,162 in the first six months of 2014 compared to the first six months of 2013 primarily due to the Company seeking to increase our footprint in the investment and restaurant arenas. Non-cash fees for services totaled $375,507 and $65,796 in the first six months of 2014 and 2013, respectively.

Travel and entertainment increased $75,596 in the first six months of 2014 compared to the first six months of 2013 as Company personnel, primarily the CEO and Director of Restaurant Training, traveled to increase our Company awareness, visit our restaurant locations, and secure financing and partners for the restaurant locales.

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Shareholder services and fees increased $39,730 in the first six months of 2014 compared to the first six months of 2013 primarily from additional fees for securities issuances and related filings with the SEC.

Depreciation and amortization

Depreciation expense for the six months ended June 30, 2014 and 2013 amounted to $622,649 and $233,569, respectively. The restaurant segment for the six months ended June 30, 2014 and 2013 amounted to $617,928 and $230,294, respectively, and the management business amounted to $4,721 and $3,275, respectively.

Amortization expense for the six months ended June 30, 2014 and 2013 for the restaurant businesses related to franchise fees was $154,726 and $10,531, respectively.

OTHER INCOME (EXPENSE)

Other income (expense) consisted of the following for the six months ended June 30, 2014 and 2013:

	2014			2013
Other income (expense):
Equity in losses of investments	$	(40,694	)	$	(33,053	)
Gain on extinguishment of debt		-			70,900
Realized gains		101,472			-
Change in fair value of derivative liabilities		704,200			-
Interest expense		(687,541	)		(55,386	)
Miscellaneous income		7,838			3,825
	$	85,275		$	(13,714	)

Equity in Earnings of Investments

Equity in earnings of investments includes our share of earnings from investments in which we own at least 20% and are being accounted for using the equity method. This included losses from the Hoot Campbelltown partnership in the six months ended June 30, 2013 and the first three months of 2014 prior to our step acquisition.

Gain on extinguishment of debt

Gain on extinguishment of debt of $70,900 was recorded upon settlement of certain debts related to our South African subsidiary.

Interest Expense

Interest expense increased by $632,155 from the first six months of 2013 compared to the first six months of 2014, as the Company increased its debt obligations in the second half of 2013 to fund the Company’s growth.

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Item 3: QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable. 

Item 4: Controls and Procedures

Evaluation of disclosure controls and procedures

Under the PCAOB standards, a control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit the attention by those responsible for oversight of the company's financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2014. Our management has determined that, as of June 30, 2014, the Company's disclosure controls and procedures were ineffective.

Management's report on internal control over financial reporting

Management Responsibility for ICOFR. Management is responsible for establishing and maintaining effective internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with the United States' generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management’s Evaluation of ICOFR. Management evaluated our internal control over financial reporting as of June 30, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. As a result of this assessment and based on the criteria in this framework, management has concluded that, as of June 30, 2014, our internal control over financial reporting was ineffective.

Material Weaknesses

A material weakness is a control deficiency, or a combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following material weaknesses in its internal controls over financial reporting:

● Lack of sufficient qualified personnel to design, implement, and maintain an effective control environment as it relates to financial reporting. Given the significant expansion of the business and all of our operations, primarily from September 30, 2013 forward, we did not create an effective control environment with a sufficient complement of personnel and with the appropriate level of accounting knowledge, experience, and training in U.S. GAAP to assess the completeness and accuracy of certain accounting and reporting matters.

● Period-end financial reporting process. Given the significant expansion of the business and all of our operations, we did not design or maintain effective controls over the period-end financial reporting process, including controls with respect to the preparation, review, supervision, and monitoring of accounting operations and financial reporting. More specifically, due to the expansion of our business, we did not yet prepare timely accounting reconciliations nor did we have adequate financial reporting personnel to prepare timely and accurate financial statements, including related disclosures.

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The material weaknesses described above could result in misstatements that would result in a material misstatement of the consolidated financial statements in a future annual or interim period that would not be prevented or detected.

Remediation Plans

We have initiated several steps and plan to continue to evaluate and implement measures designed to improve our internal control over financial reporting in order to remediate the material weaknesses, noted above.

While our evaluation of the appropriate remediation plans is still ongoing, efforts to date have included recruiting experienced accounting personnel, relating to our acquisitions during the year. As an interim measure, the Company utilizes third party consultants to assist in the preparation of financial reporting and other financial aspects of the business, as well as continuing to integrate the Company’s subsidiaries accounting personnel and processes.

Changes in Internal Control over Financial Reporting

As a result of the investigation into the Company’s South African subsidiaries financial and accounting functions as set forth above, the Audit Committee made several recommendations to the Board to address the identified material weaknesses in Company’s internal control over financial reporting. As a result of the acquisitions of ARB in September 2013, WEW in November 2013, Just Fresh in December 2013, Hooters Pacific NW in January 2014, Spoon in January 2014, and the Australian entities in April 2014, the Company is evaluating and implementing changes to processes, policies and other components of its internal control over financial reporting with respect to the consolidation of the newly acquired operations into the Company’s financial statements.  Management continues to be engaged in substantial efforts to evaluate the effectiveness of our internal control procedures and the design of those control procedures relating to the newly acquired companies.  Except for the activities described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2014, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

See Note 10—Commitments and Contingencies of the notes to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, for a description of material legal proceedings.

ITEM 1A: RISK FACTORS

There have been no material changes in our risk factors as previously disclosed in “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2013. Readers should carefully consider the factors discussed in “Risk Factors” in Item 1A of Part I of the Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in the Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Investor Relations Services

During the three and six months ended June 30, 2014, the Company issued an aggregate of 40,000 and 98,764 shares of the Company’s common stock, valued at $101,900 and $330,757 to several investor relations firms in exchange for investor relations services provided to the Company. These issuances were exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Convertible Debt

On March 19, 2014, the Company received $500,000 from the issuance of convertible debt to one accredited investor, and the proceeds were used for continuing the Company’s growth and for working capital purposes. The Company issued 15% Secured Subordinate Convertible Notes and five-year warrants, at a price of $5.25 per share, to purchase up to 30% of the number of shares of Company common stock issuable upon conversion of the 2014 note. This issuance was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Common Stock and Common Stock Warrant Issuances

During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to June 30, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS

The exhibits filed with this Quarterly Report on Form 10-Q are set forth in the Exhibit Index and are incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CHANTICLEER HOLDINGS, INC.
Date: August 14, 2014	By:	/s/ Michael D. Pruitt
		Michael D. Pruitt Chief Executive Officer
		/s/ Eric S. Lederer
		Eric S. Lederer
		Chief Financial Officer Principal Accounting Officer

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EXHIBIT INDEX

Exhibit Description

2.1	Purchase Agreements for Australian Entities dated June 30, 2014 (incorporated by reference to the exhibit filed with our Current Report on Form 8-K, filed with the SEC on July 3, 2014)
31.1	Certification of Periodic Report by Michael D. Pruitt, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Periodic Report by Eric S. Lederer, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Periodic Report by Michael D. Pruitt, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Periodic Report by Eric S. Lederer, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets at June 30, 2014 and December 31, 2013, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and June 30, 2013, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2014 and June 30, 2013, and (iv) the Notes to the Condensed Consolidated Financial Statements.

Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-35570. Prior to June 7, 2012, our SEC file number reference was 000-29507.

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EX-31.1

Exhibit 31.1

CHANTICLEER HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2014

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Pruitt, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Chanticleer Holdings, Inc. (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 14, 2014	/s/ Michael D. Pruitt
	Michael D. Pruitt
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CHANTICLEER HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2014

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric S. Lederer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Chanticleer Holdings, Inc. (the registrant);

1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 14, 2014	/s/ Eric S. Lederer
	Eric S. Lederer
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CHANTICLEER HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2014

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Pruitt, certify that:

I, Michael D. Pruitt, certify that:

1. I am the Chief Executive Officer of Chanticleer Holdings, Inc.

2. Attached to this certification is Form 10-Q for the quarter ended June 30, 2014, a periodic report (the “periodic report”) filed by the issuer with the Securities Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), which contains financial statements.

3. I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

· The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and

· The information in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer for the periods presented.

August 14, 2014	/s/ Michael D. Pruitt
	Michael D. Pruitt
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CHANTICLEER HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2014

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric S. Lederer, certify that:

1. I am the Chief Financial Officer of Chanticleer Holdings, Inc.

2. Attached to this certification is Form 10-Q for the quarter ended June 30, 2014, a periodic report (the “periodic report”) filed by the issuer with the Securities Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), which contains financial statements.

3. I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

· The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and

· The information in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer for the periods presented.

August 14, 2014	/s/ Eric S. Lederer
	Eric S. Lederer
	Chief Financial Officer

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LONG-TERM DEBT AND NOTES PAYABLE (Details) (USD $)	Jun. 30, 2014		Dec. 31, 2013
Short-term Debt [Line Items]
Total Long-term Debt	$ 2,140,453		$ 1,234,360
Current portion of long-term debt	1,959,579		835,454
Long-term debt, less current portion	180,874		398,906
Bank Overdrafts [Member]
Short-term Debt [Line Items]
Total Long-term Debt	132,930		79,372
Notes Payable to Bank One [Member]
Short-term Debt [Line Items]
Total Long-term Debt	197,416	[1]	218,119	[1]
Line of Credit [Member]
Short-term Debt [Line Items]
Total Long-term Debt	500,000	[2]	472,000	[2]
Notes Payable to Bank Two [Member]
Short-term Debt [Line Items]
Total Long-term Debt	500,088	[3]	0	[3]
Notes Payable To Bank Three [Member]
Short-term Debt [Line Items]
Total Long-term Debt	10,249	[4]	38,614	[4]
Loan Agreement Two [Member]
Short-term Debt [Line Items]
Total Long-term Debt	100,000	[5]	0	[5]
Term Facility One [Member]
Short-term Debt [Line Items]
Total Long-term Debt	112,291		133,448
Term Facility Two [Member]
Short-term Debt [Line Items]
Total Long-term Debt	330,220	[6]	0	[6]
Loan Agreement One [Member]
Short-term Debt [Line Items]
Total Long-term Debt	125,000	[7]	150,000	[7]
Term Facility Three [Member]
Short-term Debt [Line Items]
Total Long-term Debt	$ 132,259		$ 142,807

[1] On April 11, 2013, the Company and Paragon Commercial Bank (“Paragon”) entered into a credit agreement (the “Credit Agreement”).

[2] The Credit Agreement provides for an additional $500,000 revolving credit facility with a one-year term from the closing date. The Credit Agreement is available to be drawn at the Company’s discretion to finance investments in new business ventures and for the Company’s general corporate working capital requirements in the ordinary course of business. The note payable originally matured on August 10, 2013 and on November 4, 2013 the note was extended to October 10, 2018 with monthly principal and interest payments of $4,406, whereas the new credit facility (b) expired on August 10, 2014. Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journal’s prime plus rate (3.25% as of June 30, 2014) plus 1.00%. All unpaid principal and interest are due one (1) year after the closing date. Any borrowings are secured by a lien on all of the Company’s assets. The obligations under the Credit Agreement are guaranteed by Mike Pruitt, the Company’s Chief Executive Officer.

[3] In addition, in February 2014 the Company secured a note with Paragon for $500,088 due on August 10, 2014. The note bears interest at a 5% annual rate, payments of interest only are due monthly until the due date.

[4] ARB entered into a term note with TD Bank in 2008 for $300,000, which has a balance of $10,249 at June 30, 2014 and has a maturity date of August 4, 2014. The interest rate is 1.75% above the Wall Street Journal prime rate (3.25%), and the monthly principal and interest payment is $4,836, subject to adjustment by TD Bank, except for the last payment which shall be the unpaid balance at maturity. The term note is personally guaranteed by two former shareholders of ARB, and TD Bank has a first lien on all ARB’s assets.

[5] On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000, due on July 11, 2014. Interest is at an 8% annual rate. The Company is currently negotiating with the lender to extend the above debt. The lender has not issued a formal notice of default to the Company.

[6] In April 2014, our South African subsidiary entered into a mortgage note with a South African bank for the purchase of the building in Port Elizabeth for our Hooters location. The 10-year note is for $330,220 with an annual interest rate of 2.6% above the South African prime rate (prime currently 9.25%). Monthly principal and interest payments of approximately $4,600 commence in August, 2014. The mortgage note is personally guaranteed by our CEO and South African COO and secured by the assets of the Port Elizabeth building.

[7] On December 23, 2013, the Company entered into a loan agreement with an outside company for $150,000, due on February 23, 2014. Interest is compounded monthly at a rate of 1%. As of February 23, 2014, the Company was not in compliance with the terms of this note due to non-payment of principal and interest. On March 21, 2014, the Company paid the note holder $25,000 of principal and $4,751 of accrued interest. However, the note holder has not issued a formal notice of default to the Company.

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DISCLOSURES ABOUT FAIR VALUE (Details 1) (USD $)	6 Months Ended
	Jun. 30, 2014
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2014	$ 2,146,000
Change in fair value of derivative liability	(704,200)
Amount included in debt discounts	292,700
Balance at June 30, 2014	1,734,500
Warrant [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2014	0
Change in fair value of derivative liability	(1,200)
Amount included in debt discounts	111,300
Balance at June 30, 2014	110,100
Conversion Feature [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2014	2,146,000
Change in fair value of derivative liability	(703,000)
Amount included in debt discounts	181,400
Balance at June 30, 2014	$ 1,624,400

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COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $)	6 Months Ended
	Jun. 30, 2014
Commitments and Contingencies Disclosure [Line Items]
Loss Contingency, Estimated Recovery from Third Party	Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in the total amount of R4,082,636 (approximately $480,000).
Litigation Settlement, Amount	$ 850,000
Chanticleer's Insurance Carrier [Member]
Commitments and Contingencies Disclosure [Line Items]
Litigation Settlement, Amount	837,500
Creason Associates, PLLC [Member]
Commitments and Contingencies Disclosure [Line Items]
Litigation Settlement, Amount	12,500
Subsequent Event [Member]
Commitments and Contingencies Disclosure [Line Items]
Escrow Deposit	$ 837,500

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INVESTMENTS (Details 2) (USD $)	Dec. 31, 2013
ASSETS
Current assets	$ 362,085
Non-current assets	3,089,230
TOTAL ASSETS	3,451,315
LIABILITIES
Current liabilities	972,885
PARTNER'S EQUITY	2,478,430
TOTAL LIABILITIES AND PARTNERS' EQUITY	$ 3,451,315

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DISCLOSURES ABOUT FAIR VALUE (Tables)

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels.

	Fair Value Measurement Using
			Quoted prices
			in active		Significant
			markets of		other		Significant
			identical		observable		Unobservable
	Recorded		assets		inputs		Inputs
	value		(Level 1)		(Level 2)		(Level 3)
June 30, 2014
Assets:
Available-for-sale securities	$	35,362	$	35,362	$	-	$	-
Liabilities:
Embedded conversion feature	$	1,555,200	$	-	$	-	$	1,555,200
Warrant liability		179,300		-		-		179,300
	$	1,734,500	$	-	$	-	$	1,734,500
December 31, 2013
Assets:
Available-for-sale securities	$	55,112	$	55,112	$	-	$	-
Liabilities:
Embedded conversion feature	$	2,146,000	$	-	$	-	$	2,146,000

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the three and six months ended June 30, 2014. The Company did not have any warrants or conversion feature financial assets for the three and six months ended June 30, 2013.

			Conversion
	Warrants		Feature		Total
Balance at January 1, 2014	$	-	$	2,146,000	$	2,146,000
Change in fair value of derivative liability		(1,200)		(703,000)		(704,200)
Amount included in debt discounts		111,300		181,400		292,700
Balance at June 30, 2014	$	110,100	$	1,624,400	$	1,734,500

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CONVERTIBLE NOTES PAYABLE (Details 1)	6 Months Ended
	Jun. 30, 2014
Maximum [Member]
Debt Instrument, Redemption [Line Items]
Risk-free interest rate	0.79%
Expected life	5 years
Expected volatility	89.00%
Minimum [Member]
Debt Instrument, Redemption [Line Items]
Risk-free interest rate	0.15%
Expected life	1 year
Expected volatility	62.00%

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INTANGIBLE ASSETS, NET (Details 2) (USD $)	Jun. 30, 2014
Finite-Lived Intangible Assets [Line Items]
2014	$ 319,197
2015	319,197
2016	319,197
2017	319,197
2018	319,197
Thereafter	2,012,531
Totals	3,608,516
Franchise Rights [Member]
Finite-Lived Intangible Assets [Line Items]
2014	39,770
2015	39,770
2016	39,770
2017	39,770
2018	39,770
Thereafter	742,198
Totals	941,048
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
2014	279,427
2015	279,427
2016	279,427
2017	279,427
2018	279,427
Thereafter	1,270,333
Totals	$ 2,667,468

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DISCLOSURES ABOUT FAIR VALUE (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Assets:
Available-for-sale securities	$ 35,362	$ 55,112
Liabilities:
Derivative liability	1,734,500
Conversion Feature [Member]
Liabilities:
Derivative liability	1,555,200	2,146,000
Warrant [Member]
Liabilities:
Derivative liability	179,300
Fair Value, Inputs, Level 1 [Member]
Assets:
Available-for-sale securities	35,362	55,112
Liabilities:
Derivative liability	0
Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member]
Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 1 [Member] | Warrant [Member]
Liabilities:
Derivative liability	0
Fair Value, Inputs, Level 2 [Member]
Assets:
Available-for-sale securities	0	0
Liabilities:
Derivative liability	0
Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member]
Liabilities:
Derivative liability	0	0
Fair Value, Inputs, Level 2 [Member] | Warrant [Member]
Liabilities:
Derivative liability	0
Fair Value, Inputs, Level 3 [Member]
Assets:
Available-for-sale securities	0	0
Liabilities:
Derivative liability	1,734,500
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member]
Liabilities:
Derivative liability	1,555,200	2,146,000
Fair Value, Inputs, Level 3 [Member] | Warrant [Member]
Liabilities:
Derivative liability	$ 179,300

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INVESTMENTS

6 Months Ended

Jun. 30, 2014

Investments, Debt and Equity Securities [Abstract]

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

4. INVESTMENTS

OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT JUNE 30, 2014 AND DECEMBER 31, 2013.

	June 30,		December 31,
	2014		2013
Investments accounted for under the equity method	$	-	$	941,963
Investments accounted for under the cost method		1,550,000		1,550,000
Total	$	1,550,000	$	2,491,963

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Effective April 1, 2014, the Company increased its ownership stake in Hooters restaurant in Campbelltown, Australia from 49% to 60%. In addition, the Company increased its ownership stake to 60% in the two new stores recently completed or under construction in Surfers Paradise (which opened on July 4, 2014), Australia and Townsville, Australia which we expect to open late September 2014. The Company consolidated these entities beginning with the current quarterly report for the quarter ending June 30, 2014.

Also on July 1, 2014, the Company announced the acquisition of 60% of the two other Hooters restaurants in Australia, in Penrith and Parramatta, suburbs of Sydney, as well as 60% interest in the related Australian management company. These entities own, operate, and manage Australian Hooters restaurants and gaming operations. The purchase price was the assumption of $5 million in debt. Also as part of the transaction, the Company will receive 100% of all gaming revenue until the debt is repaid, and thereafter the Company will receive 60% of such revenue for the remainder of the lifetime of the gaming machines.

Activity in investments accounted for using the equity method is summarized as follows:

	Six Months		Year Ended
	Ended June 30,		December 31,
	2014		2013
Balance, beginning of year	$	941,963	$	1,066,915
Equity in losses		(40,694)		(125,017)
New investments		100,000		100,000
Step acquisition reclassification		(1,001,269)		-
Return of capital		-		(99,935)
Balance, end of period	$	-	$	941,963

Equity investments consist of the following at June 30, 2014 and December 31, 2013:

	June 30,		December 31,
	2014		2013
Carrying value:
Hoot Campbelltown Pty. Ltd. (49%) - Australia	$	-	$	483,603
Second Hooters location (49%) - Australia		-		384,605
Third Hooters location (49%) - Australia		-		73,755
	$	-	$	941,963

The summarized balance sheets for the three locations in Australia of which we owned 49% at December 31, 2013 follows:

	December 31,
	2013
ASSETS
Current assets	$	362,085
Non-current assets		3,089,230
TOTAL ASSETS	$	3,451,315
LIABILITIES
Current liabilities	$	972,885
PARTNER'S EQUITY		2,478,430
TOTAL LIABILITIES AND PARTNERS' EQUITY	$	3,451,315

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CONVERTIBLE NOTES PAYABLE (Details Textual) (USD $)	1 Months Ended				3 Months Ended	6 Months Ended
	Oct. 31, 2013	Sep. 30, 2013	Aug. 31, 2013	Apr. 30, 2013	Jun. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Nov. 26, 2013	Oct. 17, 2013	Aug. 02, 2013
Debt Instrument, Redemption [Line Items]
Number Of Common Stock Warrants Issued										300,000
Class Of Warrant Or Right Term			3 years
Secured Subordinate Convertible Notes Conversion Description			beginning six months after the original issue date and until this debenture is no longer outstanding, each Note holder may convert his or her Note into shares of the Companys common stock (at 90% of the average closing price ten days prior to conversion, unless a public offering is pending at the time of the conversion notice, which would result in the conversion price being the same price as the offering).The conversion price is subject to a floor of $1.00 per share;
Secured Subordinate Convertible Notes Redemption Description			each Note holder has the right to redeem the Note for a period of sixty days following the eighteen month anniversary of the issuance of the Note, unless a capital raise is conducted within eighteen months after the issuance of the Note.
Debt Instrument, Interest Rate, Stated Percentage			6.00%
Fair Value Of Conversion Features					$ 2,265,600	$ 2,265,600
Fair Value Of Warrants					884,600	884,600
Debt Instrument, Fair Value Disclosure					3,150,200	3,150,200
Debt Discount On Conversion Features And Warrants					3,000,000	3,000,000
Interest Expense, Short-term Borrowings, Total						150,200
Stock Issued During Period, Shares, Issued For Services	15,000	25,000	300,000	4,000	40,000	98,764
Equity Method Investment, Ownership Percentage					60.00%	60.00%	49.00%	25.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 3.00		$ 3.50	$ 3.50			$ 5.00	$ 3.00
Secured Subordinate Convertible Notes [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Face Amount										3,000,000
Debt Instrument, Interest Rate, Stated Percentage										6.00%
Debt Instrument, Term			36 months
Debt Instrument, Description			the Note holders shall receive 10%, pro rata, of the net profit of the Hooters Nottingham restaurant, paid quarterly for the life of the location, and 10% of the net proceeds should the location be sold;
Convertible Promissory Note [Member]
Debt Instrument, Redemption [Line Items]
Debt Instrument, Face Amount					500,000	500,000
Debt Instrument, Interest Rate, Stated Percentage					1.25%	1.25%
Debt Instrument, Term						5 years
Debt Instrument, Convertible, Conversion Price					$ 5.25	$ 5.25
Debt Instrument, Unamortized Discount					$ 9,442	$ 9,442
Debt Instrument, Convertible, Terms of Conversion Feature						The note is convertible into the Companys common stock (at 85% if the offering price in future offering or 85% of the VWAP). The conversion price is subject to a floor of $3.00 per share. If not converted, the note matures one year from the issuance date.

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ACQUISITIONS (Details 1) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Business Acquisition [Line Items]
Net revenues	$ 6,919,807	$ 6,534,799	$ 13,536,012	$ 12,820,160
Loss from continuing operations	(1,235,639)	(1,062,637)	(2,790,739)	(2,150,883)
Loss attributable to non-controlling interest	(126,642)	(70,029)	(162,747)	(128,910)
Net loss	$ (1,362,281)	$ (1,132,666)	$ (2,953,486)	$ (2,279,793)
Net loss per share, basic and diluted (in dollars per share)	$ (0.22)	$ (0.31)	$ (0.48)	$ (0.62)
Weighted average shares outstanding, basic and diluted (in shares)	6,327,071	3,701,928	6,137,597	3,700,420

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ACQUISITIONS (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Consideration paid:
Common stock	$ 7,331,032
Warrants	2,968,477
Cash	3,840,000
Total Consideration paid	14,139,509
Current assets, excluding cash	1,054,517
Property and equipment	9,319,946
Goodwill	8,785,754
Trademark/trade name/franchise fee	3,133,247
Deposits and other assets	213,874
Total assets acquired, less cash	22,507,338
Liabilities assumed	(4,813,028)
Deferred tax liabilities	(1,340,000)
Non-controlling interest	(1,457,570)
Chanticleer equity	(1,028,749)
Common stock and warrants issued	(10,299,509)
Cash paid	(3,840,000)
Cash received in excess of cash paid	27,527	0
ARB [Member]
Consideration paid:
Common stock	3,611,126
Warrants	1,710,077
Cash	0
Total Consideration paid	5,321,203
Current assets, excluding cash	281,574
Property and equipment	3,000,122
Goodwill	2,550,611
Trademark/trade name/franchise fee	1,784,443
Deposits and other assets	98,035
Total assets acquired, less cash	7,714,785
Liabilities assumed	(1,490,288)
Deferred tax liabilities	(956,000)
Non-controlling interest	0
Chanticleer equity	0
Common stock and warrants issued	(5,321,203)
Cash paid	0
Cash received in excess of cash paid	52,706
WEW [Member]
Consideration paid:
Common stock	0
Warrants	0
Cash	3,150,000
Total Consideration paid	3,150,000
Current assets, excluding cash	151,546
Property and equipment	20,493
Goodwill	3,159,500
Trademark/trade name/franchise fee	0
Deposits and other assets	0
Total assets acquired, less cash	3,331,539
Liabilities assumed	(372,824)
Deferred tax liabilities	0
Non-controlling interest	0
Chanticleer equity	0
Common stock and warrants issued	0
Cash paid	(3,150,000)
Cash received in excess of cash paid	191,285
JF [Member]
Consideration paid:
Common stock	0
Warrants	0
Cash	590,000
Total Consideration paid	590,000
Current assets, excluding cash	42,206
Property and equipment	242,531
Goodwill	425,151
Trademark/trade name/franchise fee	1,010,000
Deposits and other assets	0
Total assets acquired, less cash	1,719,888
Liabilities assumed	(282,317)
Deferred tax liabilities	(384,000)
Non-controlling interest	(463,571)
Chanticleer equity	0
Common stock and warrants issued	0
Cash paid	(590,000)
Cash received in excess of cash paid	0
Hooters Pacific NW [Member]
Consideration paid:
Common stock	2,891,156
Warrants	978,000
Cash	0
Total Consideration paid	3,869,156
Current assets, excluding cash	112,078
Property and equipment	2,731,031
Goodwill	1,951,909
Trademark/trade name/franchise fee	60,937
Deposits and other assets	20,275
Total assets acquired, less cash	4,876,230
Liabilities assumed	(1,009,348)
Deferred tax liabilities	0
Non-controlling interest	0
Chanticleer equity	0
Common stock and warrants issued	(3,869,156)
Cash paid	0
Cash received in excess of cash paid	2,274
Spoon [Member]
Consideration paid:
Common stock	828,750
Warrants	280,400
Cash	0
Total Consideration paid	1,109,150
Current assets, excluding cash	89,817
Property and equipment	391,462
Goodwill	698,583
Trademark/trade name/franchise fee	0
Deposits and other assets	5,193
Total assets acquired, less cash	1,185,055
Liabilities assumed	(97,541)
Deferred tax liabilities	0
Non-controlling interest	0
Chanticleer equity	0
Common stock and warrants issued	(1,109,150)
Cash paid	0
Cash received in excess of cash paid	21,636
Hooters Australia [Member]
Consideration paid:
Common stock	0
Warrants	0
Cash	100,000
Total Consideration paid	100,000
Current assets, excluding cash	377,296
Property and equipment	2,934,307
Goodwill	0
Trademark/trade name/franchise fee	277,867
Deposits and other assets	90,371
Total assets acquired, less cash	3,679,841
Liabilities assumed	(1,560,710)
Deferred tax liabilities	0
Non-controlling interest	(993,999)
Chanticleer equity	(1,028,749)
Common stock and warrants issued	0
Cash paid	(100,000)
Cash received in excess of cash paid	$ 3,617

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LOAN PAYABLE (Details Textual) (USD $)			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Subsequent Event [Member]
Debt Instrument [Line Items]
Loans Payable, Current	$ 1,571,646	$ 0
Repayments of Debt			$ 230,000

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ACQUISITIONS (Details Textual) (USD $)									12 Months Ended				6 Months Ended			6 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Nov. 26, 2013	Nov. 07, 2013	Oct. 17, 2013	Aug. 31, 2013	Aug. 02, 2013	Dec. 31, 2013 ARB [Member]	Dec. 11, 2013 JF [Member]	Nov. 05, 2013 JF [Member]	Nov. 06, 2013 WEW [Member]	Jun. 30, 2014 Hooters Pacific NW [Member]	Jun. 30, 2014 Hooters Pacific NW [Member] Maximum [Member]	Jun. 30, 2014 Hooters Pacific NW [Member] Minimum [Member]	Jun. 30, 2014 Spoon [Member]	Jun. 30, 2014 Spoon [Member] Maximum [Member]	Jun. 30, 2014 Spoon [Member] Minimum [Member]	Jun. 30, 2014 Hooters Australia [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired			56.00%
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Warrants Issued									740,000				680,272			195,000
Common Stock, Shares, Issued	6,499,433		5,387,897						740,000
Common Stock, Par Or Stated Value Per Share	$ 0.0001		$ 0.0001		$ 0.001				$ 5.00
Equity Method Investment, Ownership Percentage	60.00%	49.00%		25.00%					100.00%	5.00%	51.00%
Business Acquisition, Acquired Entity Costs Purchase Price										$ 30,000	$ 560,000	$ 3,150,000
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage	49.00%																		60.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 3.50					$ 5.00	$ 3.00	$ 3.00						$ 7.00	$ 5.50		$ 7.00	$ 5.50

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INVESTMENTS (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Investments accounted for under the equity method	$ 0	$ 941,963	$ 1,066,915
Investments accounted for under the cost method	1,550,000	1,550,000
Total	$ 1,550,000	$ 2,491,963

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ACQUISITIONS

6 Months Ended

Jun. 30, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

3. ACQUISITIONS

The Company completed the following acquisitions:

⋅ American Roadside Burgers, effective September 30, 2013;

⋅ West End Wings, LTD (Hooters Nottingham), effective November 7, 2013;

⋅ Just Fresh, effective December 10, 2013;

⋅ Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, effective January 31, 2014; and

⋅ Dallas Spoon, LLC and Dallas Spoon Beverage, LLC, effective January 31, 2014.

⋅ Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd., step acquisition from 49% to 60% effective April 1, 2014.

American Roadside Burgers (“ARB”)

On September 30, 2013, the Company entered into an agreement and plan of merger with ARB, whereby the Company acquired 100% of the outstanding shares of ARB. In exchange, the Company issued 740,000 shares of its common stock and warrants to acquire 740,000 shares of common stock for $5.00 per share. The warrants are exercisable beginning October 1, 2014 until September 30, 2018. In connection with this acquisition and the related management team, the Company acquired a strategic opportunity to participate in a high-growth space with an already established brand. The Company’s plan is to continue to expand the American Roadside chain as future opportunities are presented, which has the potential to bring additional revenue and profits to the Company in the future. During March and April 2014, the Company began doing business as American Burger Co. at the two Charlotte ARB locations.

The acquisition was accounted for using the purchase method in accordance with ASC 805 “Business Combinations”. The condensed consolidated statements of operations include the results of the ARB operations beginning October 1, 2013. The assets acquired and the liabilities assumed were recorded at September 30, 2013 at estimated fair values based on information currently available and based on certain assumptions as to future operations.

West End Wings (“WEW” or “Hooters Nottingham”)

On November 6, 2013, the Company closed the purchase of West End Wings LTD, which is the owner of the Nottingham, England Hooters restaurant location. The purchase price paid by the Company for WEW was $3,150,000.

The acquisition was accounted for using the purchase method in accordance with ASC 805 “Business Combinations”. The condensed consolidated statements of operations include the results of the Hooters Nottingham operations beginning November 7, 2013. The assets acquired and the liabilities assumed were recorded at November 6, 2013 at estimated fair values as determined by the Company’s management.

Just Fresh (“JF”)

On November 5, 2013, the Company entered into a Subscription Agreement with JFR and JFFS, for the purchase of a 51% ownership interest in each entity, for a total purchase price of $560,000. The transaction closed on December 10, 2013 with the execution of an Assignment, Assumption, Joinder, and Amendment Agreement with both JFR and JFFS. On December 11, 2013, the Company purchased an additional 5% interest in both JFR and JFFS from an original interest holder for the total purchase price of $30,000, increasing the Company’s ownership interest in JFR and JFFS to a total of 56%.

Just Fresh currently operates six restaurants in the Charlotte, North Carolina area that offer fresh-squeezed juices, gourmet coffee, fresh-baked goods and premium-quality, made-to-order sandwiches, salads and soups.

Tacoma Wings, Jantzen Beach Wings and Oregon Owl’s Nest (“Hooters Pacific NW”)

On January 31, 2014, pursuant to an Agreement and Plan of Merger executed on December 31, 2013, the Company completed the acquisition of all of the outstanding shares of each of Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, which owned and operated the Hooters restaurant locations in Tacoma, Washington and Portland, Oregon, respectively. These entities were purchased from Hooters of Washington, LLC and Hooters of Oregon Partners, LLC (collectively, the “Hooters Sellers”) for a total purchase price of 680,272 Company units, with each unit consisting of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, the Hooters Sellers were granted registration rights with respect to the Company’s common stock issued and underlying the warrants, and franchise rights and leasehold rights to the locations were transferred to the Company.

Dallas Spoon and Dallas Spoon Beverage (“Spoon”)

Also on January 31, 2014, pursuant to an Agreement and Plan of Merger executed on January 14, 2014, the Company completed the acquisition of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC from Express Restaurant Holdings, LLC and Express Restaurant Holdings Beverage, LLC. The purchase price of 195,000 Company units was paid to Express Working Capital, LLC (“EWC”); the units consist of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, EWC was granted registration rights with respect to the Company’s common stock issued and underlying the warrants, and all leaseholds and other rights were transferred to the Company.

Campbelltown, Surfers Paradise, and Townsville (“Hooters Australia”)

On April 1, 2014, the Company completed the step acquisition of Hooters Australia, increasing the Company’s ownership percentage from 49% to 60%. The location in Campbelltown, a suburb of Sydney, opened in January, 2012, the location in Surfers Paradise, an iconic coastal tourist destination, opened on July 14, 2014 and we expect the location in Townsville, in the northeast part of Australia, to open in late September 2014.

The acquisitions were accounted for using the purchase method of accounting and, accordingly, the condensed consolidated statements of operations include the results of these operations from the dates of acquisition. The assets acquired and the liabilities assumed were recorded at estimated fair values based on information currently available and based on certain assumptions as to future operations as follows:

	2013 Acquisitions						2014 Acquisitions
							Hooters				Hooters
	ARB		WEW		JF		Pacific NW		Spoon		Australia		Total
Consideration paid:
Common stock	$	3,611,126	$	-	$	-	$	2,891,156	$	828,750	$	-	$	7,331,032
Warrants		1,710,077		-		-		978,000		280,400		-		2,968,477
Cash		-		3,150,000		590,000		-		-		100,000		3,840,000
Total consideration paid		5,321,203		3,150,000		590,000		3,869,156		1,109,150		100,000		14,139,509
Current assets, excluding cash		281,574		151,546		42,206		112,078		89,817		377,296		1,054,517
Property and equipment		3,000,122		20,493		242,531		2,731,031		391,462		2,934,307		9,319,946
Goodwill		2,550,611		3,159,500		425,151		1,951,909		698,583		-		8,785,754
Trademark/trade name/franchise fee		1,784,443		-		1,010,000		60,937		-		277,867		3,133,247
Deposits and other assets		98,035		-		-		20,275		5,193		90,371		213,874
Total assets acquired, less cash		7,714,785		3,331,539		1,719,888		4,876,230		1,185,055		3,679,841		22,507,338
Liabilities assumed		(1,490,288)		(372,824)		(282,317)		(1,009,348)		(97,541)		(1,560,710)		(4,813,028)
Deferred tax liabilities		(956,000)		-		(384,000)		-		-		-		(1,340,000)
Non-controlling interest		-		-		(463,571)		-		-		(993,999)		(1,457,570)
Chanticleer equity		-		-		-		-		-		(1,028,749)		(1,028,749)
Common stock and warrants issued		(5,321,203)		-		-		(3,869,156)		(1,109,150)		-		(10,299,509)
Cash paid		-		(3,150,000)		(590,000)		-		-		(100,000)		(3,840,000)
Cash received in excess of cash paid	$	52,706	$	191,285	$	-	$	2,274	$	21,636	$	3,617	$	271,518

Unaudited pro forma results of operations for the three and six months ended June 30, 2014 and 2013, as if the Company had acquired majority ownership of the operation on January 1 of each year is as follows. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Net revenues	$	6,919,807	$	6,534,799	$	13,536,012	$	12,820,160
Loss from continuing operations		(1,235,639)		(1,062,637)		(2,790,739)		(2,150,883)
Loss attributable to non-controlling interest		(126,642)		(70,029)		(162,747)		(128,910)
Net loss	$	(1,362,281)	$	(1,132,666)	$	(2,953,486)	$	(2,279,793)
Net loss per share, basic and diluted	$	(0.22)	$	(0.31)	$	(0.48)	$	(0.62)
Weighted average shares outstanding, basic and diluted		6,327,071		3,701,928		6,137,597		3,700,420

Income from operations of unconsolidated affiliates

Effective April 1, 2014, we completed the step acquisition of a 60% controlling interest in our Hooters Australia joint venture resulting in the consolidation of these entities. Prior to the acquisition, we owned 49% of the entities and accounted for the Hooters Australia investment under the equity method of accounting and our share of earnings and losses was recorded in equity in losses from investments in our Consolidated Statements of Operations and Comprehensive Income. The Hooters Australia results of operations for the three months ended June 30, 2014 are reflected in the respective line items in our Consolidated Statements of Operations and Comprehensive Income.

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INVESTMENTS (Details 1) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Balance, beginning of year			$ 941,963	$ 1,066,915	$ 1,066,915
Equity in losses	0	(18,806)	(40,694)	(33,053)	(125,017)
New investments			100,000		100,000
Step acquisition reclassification			(1,001,269)		0
Return of capital			0		(99,935)
Balance, end of period	0		0		941,963
Equity Method Investments	0		0		941,963
Hoot Campbelltown Pty Ltd [Member]
Schedule of Available-for-sale Securities [Line Items]
Equity Method Investments	0		0		483,603
Second Hooters Location [Member]
Schedule of Available-for-sale Securities [Line Items]
Equity Method Investments	0		0		384,605
Third Hooters Location [Member]
Schedule of Available-for-sale Securities [Line Items]
Equity Method Investments	$ 0		$ 0		$ 73,755

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LONG-TERM DEBT AND NOTES PAYABLE (Details Textual) (USD $)	6 Months Ended						3 Months Ended	6 Months Ended		3 Months Ended	12 Months Ended	6 Months Ended		12 Months Ended		1 Months Ended	12 Months Ended
	Jun. 30, 2014	Jun. 30, 2014 Bank Overdrafts [Member]	Jun. 30, 2014 Notes Payable to Bank One [Member]	Jun. 30, 2014 Line of Credit [Member]	Jun. 30, 2014 Notes Payable to Bank Two [Member]	Jun. 30, 2014 Loan Agreement Two [Member]	Mar. 31, 2014 Term Facility One [Member]	Jun. 30, 2014 Term Facility One [Member]	Jun. 30, 2014 Term Facility Two [Member]	Mar. 31, 2014 Loan Agreement One [Member]	Dec. 31, 2013 Loan Agreement One [Member]	Jun. 30, 2014 Term Facility Three [Member]	Jun. 30, 2014 TD Bank [Member]	Dec. 31, 2013 TD Bank [Member]	Dec. 31, 2008 TD Bank [Member]	Feb. 28, 2014 Credit Agreement [Member]	Dec. 31, 2013 Credit Agreement [Member]	Jun. 30, 2014 Credit Agreement [Member]	Apr. 11, 2013 Credit Agreement [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Periodic Payment	$ 4,406						$ 5,000		$ 4,600			$ 3,172		$ 4,836
Line of Credit Facility, Periodic Payment, Principal										25,000						500,088
Line of Credit Facility, Periodic Payment, Interest										4,751
Line of Credit Facility, Maximum Borrowing Capacity		260,000
Line of Credit Facility, Initiation Date												Dec. 01, 2013
Line of Credit Facility, Expiration Date			Oct. 10, 2018	Apr. 10, 2014	Aug. 10, 2014	Jul. 11, 2014	Jun. 14, 2016	Jun. 14, 2016			Feb. 23, 2014	Dec. 01, 2018				Aug. 10, 2014
Line of Credit Facility, Interest Rate During Period									2.60%			12.50%				5.00%
Line of Credit Facility, Interest Rate Description		interest rate 11%	Prime + 1% (minimum of 5.5%)	Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5%	interest only at a 5% rate	Interest is at an 8% annual rate	interest at 10.3%				monthly at a rate of 1%		The interest rate is 1.75% above the Wall Street Journal prime rate (3.25%				Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journals prime plus rate (3.25% as of June 30, 2014) plus 1.00%. All unpaid principal and interest are due one (1) year after the closing date. Any borrowings are secured by a lien on all of the Companys assets. The obligations under the Credit Agreement are guaranteed by Mike Pruitt, the Companys Chief Executive Officer.
Additional Line Of Credit Facility Revolving Credit																			500,000
Line Of Credit Facility Amount Outstanding Total						$ 100,000			$ 330,220		$ 150,000		$ 10,249		$ 300,000			$ 1,200,000
Debt Instrument, Basis Spread on Variable Rate									9.25%
Debt Instrument, Term									10 years

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Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash	$ 273,378	$ 442,694
Accounts receivable	118,354	227,181
Other receivable	45,210	50,380
Inventories	475,459	381,408
Due from related parties	113,481	116,305
Prepaid expenses and other current assets	552,490	495,165
TOTAL CURRENT ASSETS	1,578,372	1,713,133
Property and equipment, net	12,697,117	5,620,189
Goodwill	9,182,241	6,496,756
Intangible assets, net	3,608,516	3,424,632
Investments at fair value	35,362	55,112
Other investments	1,550,000	2,491,963
Deposits and other assets	517,526	285,821
TOTAL ASSETS	29,169,134	20,087,606
Current liabilities:
Current maturities of long-term debt and notes payable	1,959,579	835,454
Current maturities of convertible note payable, net of discount of $210,083	289,917	0
Derivative liability	1,734,500	2,146,000
Accounts payable and accrued expenses	3,572,145	2,425,873
Current maturities of capital leases payable	58,630	59,162
Deferred rent	111,722	53,303
Loan payable	1,571,646	0
Due to related parties	12,181	12,191
TOTAL CURRENT LIABILITIES	9,310,320	5,531,983
Convertible notes payable, net of discount of $ 2,083,333 and $2,583,333, respectively	916,667	416,667
Capital leases payable, less current maturities	73,033	105,918
Deferred rent	1,852,611	1,055,138
Deferred tax liabilities	1,275,317	1,340,000
Long-term debt, less current maturities	180,874	398,906
TOTAL LIABILITIES	13,608,822	8,848,612
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock: $0.0001 par value; authorized 45,000,000 shares; issued and outstanding 6,499,433 and 5,387,897 shares at June 30, 2014 and December 31, 2013, respectively	652	541
Additional paid in capital	31,159,996	25,404,994
Other comprehensive loss	(30,339)	(88,370)
Accumulated deficit	(17,334,191)	(14,472,816)
Non-controlling interest	1,764,184	394,645
TOTAL STOCKHOLDERS' EQUITY	15,560,302	11,238,994
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 29,169,124	$ 20,087,606

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STOCKHOLDER'S EQUITY (Details Textual) (USD $)	1 Months Ended							3 Months Ended	6 Months Ended					0 Months Ended		6 Months Ended	0 Months Ended	1 Months Ended	6 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended				6 Months Ended			6 Months Ended
	Nov. 26, 2013	Nov. 30, 2013	Oct. 17, 2013	Oct. 31, 2013	Sep. 30, 2013	Aug. 31, 2013	Apr. 30, 2013	Jun. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Nov. 07, 2013	Aug. 02, 2013	Nov. 07, 2013 Class Of Warrants One [Member]	Nov. 07, 2013 Class Of Warrants Two [Member]	Jun. 30, 2014 Subsequent Event [Member]	Nov. 07, 2013 Private Placement [Member]	Oct. 17, 2013 Private Placement [Member]	Jun. 30, 2014 Private Placement [Member]	Nov. 26, 2013 Beacher's Subscription Agreement [Member]	Nov. 26, 2013 Right to Purchase Agreement [Member]	Jun. 30, 2014 Warrant [Member]	Mar. 31, 2014 Warrant [Member]	Jun. 30, 2014 Warrant [Member] Subsequent Event [Member]	Jun. 30, 2014 Common Stock [Member]	Jun. 30, 2014 Common Stock [Member] Subsequent Event [Member]	Sep. 30, 2013 American Roadside Burgers, Inc [Member]	Dec. 31, 2013 American Roadside Burgers, Inc [Member]	Dec. 11, 2013 Just Fresh [Member]	Nov. 05, 2013 Just Fresh [Member]	Jun. 30, 2014 Hooters Pacific NW [Member]	Jun. 30, 2014 Hooters Pacific NW [Member] Maximum [Member]	Jun. 30, 2014 Hooters Pacific NW [Member] Minimum [Member]	Jun. 30, 2014 Spoon [Member]	Jun. 30, 2014 Spoon [Member] Maximum [Member]	Jun. 30, 2014 Spoon [Member] Minimum [Member]
Stockholder's Equity [Line Items]
Common stock, shares authorized								45,000,000	45,000,000		45,000,000
Common Stock, Par or Stated Value Per Share								$ 0.0001	$ 0.0001		$ 0.0001	$ 0.001					$ 0.001	$ 0.001										$ 5.00
Stock Issued During Period, Shares, Issued for Services				15,000	25,000	300,000	4,000	40,000	98,764
Stock Issued During Period, Value, Issued For Services				$ 62,500	$ 117,000		$ 7,720	$ 101,900	$ 330,757
Expense Related To share issuance					93,600
Stock Issued																											3,611,126
Class Of Warrant Or Right Issued																											1,710,077
Stock Issued During Period, Shares, New Issues		160,000	666,667																		53,334	15,000		66,000	137,500	220,000
Warrants Valued	176,000
Proceeds from Issuance of Private Placement								200,000	440,000							440,000
Fees and Commissions																	32,000		150,000
Equity Method Investment, Ownership Percentage	25.00%							60.00%	60.00%	49.00%																		100.00%	5.00%	51.00%
Stock Issued During Period, Value, New Issues			2,500,000											80,000	80,000		800,000				260,000
Issuance Of Units, Consists Of Shares And Warrant																	160,000										740,000
Issuance Of Units, Price Per Unit																	$ 5.00	$ 3.75
Business Acquisition, Percentage of Voting Interests Acquired											56.00%					60.00%
Business Acquisition, Acquired Entity Costs Purchase Price																													30,000	560,000
Warrants Issued To Purchase Common Stock	50,000																		80,000
Total Contribution Amount																				500,000
Class Of Warrant Or Right Value Of Securities Called By Warrants Or Rights																			312,000
Common Stock, Shares, Outstanding								6,499,433	6,499,433		5,387,897
Common Stock, Shares, Issued								6,499,433	6,499,433		5,387,897																	740,000
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Common Stock and Warrants Issued, Shares																															680,272			195,000
Warrants Maturity Term	five-year								five-year														five-year			five-year					five-year			five-year
Noncash Or Part Noncash Acquisition, Noncash Financial Or Equity Instrument Consideration, Value Common Stock and Warrants Issued																															$ 3,900,000			$ 1,100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 5.00			$ 3.00		$ 3.50	$ 3.50				$ 3.00	$ 5.50	$ 7.00	$ 3.50		$ 5.00														$ 7.00	$ 5.50		$ 7.00	$ 5.50

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NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Nature of Operations [Text Block]

1. Nature of Business

Organization

Chanticleer Holdings, Inc. (the “Company”) was organized on October 21, 1999, under its original name, Tulvine Systems, Inc., under the laws of the State of Delaware. Tulvine Systems, Inc. had limited operations and was considered a development stage company until July 2005. On April 25, 2005, Tulvine Systems, Inc. formed a wholly owned subsidiary, Chanticleer Holdings, Inc. On May 2, 2005, Tulvine Systems, Inc. merged with and changed its name to Chanticleer Holdings, Inc.

The consolidated financial statements include the accounts of Chanticleer Holdings, Inc. and its subsidiaries, Chanticleer Advisors, LLC, (“Advisors”), Avenel Ventures, LLC ("Ventures"), Chanticleer Holdings Limited ("CHL"), Chanticleer Holdings Australia Pty, Ltd. (“CHA”), Chanticleer Investment Partners, LLC (“CIP”), DineOut SA Ltd. ("DineOut”), Chanticleer and Shaw Foods (Pty) Ltd. (“C&S”), Kiarabrite (Pty) Ltd (“KPL”), Dimaflo (Pty) Ltd (“DFLO”), Tundraspex (Pty) Ltd (“TPL”), Civisign (Pty) Ltd (“CPL”), Dimalogix (Pty) Ltd (“DLOG”), Pulse Time Trade (Pty) Ltd. (“PTT”), Crown Restaurants Kft. (“CRK”), American Roadside Burgers, Inc. (“ARB”), West End Wings Ltd. (“WEW”), JF Restaurants, L.L.C (“JFR”), JF Franchising Systems, L.L.C. (“JFFS”), Tacoma Wings, LLC, Jantzen Beach Wings, LLC, Oregon Owl’s Nest, LLC, Dallas Spoon, LLC, Dallas Spoon Beverage, LLC, Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd. (collectively referred to as the “Company”). On July 11, 2013, the names of DFLO, CPL and DLOG were changed in South Africa to Hooters Umhlanga (Pty.) Ltd., Hooters CapeTown (Pty.) Ltd., and Hooters Emperors Palace (Pty.) Ltd., respectively. On August 30, 2013, January 8, 2014, and June 4, 2014 the names of KPL, C&S and PTT were changed to Hooters SA (Pty) Ltd., Chanticleer South Africa (Pty) Ltd. and Hooters PE, respectively. On April 1, 2014, the Company increased our ownership in the Australian Hooters entities, Hoot Campbelltown Pty. Ltd., Hoot Surfers Paradise Pty. Ltd. and Hoot Townsville Pty. Ltd., from 49% to 60%. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

The Company has a calendar year-end reporting date of December 31. The accounts of two of its subsidiaries, JFR and WEW, are consolidated based on either a 52- or 53-week period ending on the Sunday closest to each December 31. No events occurred related to the difference between the Company’s reporting calendar year-end and the Company’s two subsidiaries year-end of December 29, 2013 that materially affected the Company’s financial position, results of operations, or cash flows. For the quarter ended June 30, 2013, the Company and all of its consolidated subsidiaries reported on a calendar quarter-end. For the quarter ended June 30, 2014, the Company and all subsidiaries reported on a calendar quarter-end with the exception of two non-calendar year-end subsidiaries, whose fiscal quarter each consisted of operations commencing December 30, 2013 and ending June 15, 2014 and June 29, 2014, respectively. No events occurred from these periods to June 30, 2014 that materially affect the Company’s financial position, results of operations, or cash flows. 

GENERAL

The accompanying condensed consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These condensed consolidated financial statements have not been audited. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the operating results for the full year. 

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 31, 2014. Certain amounts for the prior year have been reclassified to conform to the current year presentation.

LIQUIDITY, MANAGEMENT’S PLANS AND GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2014, the Company had current assets of $1,578,372, current liabilities of $9,310,320, and a working capital deficit of $7,731,948. The Company incurred a loss of $2,861,374 during the six months ended June 30, 2014 and had an unrealized loss from available-for-sale securities of $15,527 and foreign currency translation gains of $51,165, resulting in a comprehensive loss of $2,825,736. The Company has historically met its liquidity requirements through the sale of equity and debt securities, sale of certain investments, and has also obtained funding at the subsidiary level for certain locations and joint ventures. The Company anticipates raising additional capital from one or more such sources during the remainder of 2014, although there can be no assurance that it will be able to do so.

 The Company's corporate general and administrative expenses were $2,860,453 for the first six months of 2014, including $375,507 non-cash expenses comprised of common stock issued for services and amortization of warrants. The expenses averaged approximately $1.0 million per quarter in 2013. Also, the company had approximately $1.1 million of non-cash expenses. The Company expects costs to remain flat for the second half of 2014 as we continue to expand our footprint domestically and internationally for 2014 and beyond, however we expect costs to decrease as a percent of sales. Effective October 1, 2011, the Company acquired majority control of the initial three restaurants in South Africa and began consolidating these operations. In August 2012, the Company opened a restaurant in Budapest, Hungary, and earns 80% of the operating results with our operating partner earning 20%. Domestically in 2013 the Company purchased 100% of ARB on September 30, 2013, and 56% of JFR and JFFS, owners of Just Fresh, a Charlotte, North Carolina-based casual dining concept, in December 2013. Effective November 7, 2013, the Company acquired 100% of an existing Hooters restaurant in Nottingham, England. On January 31, 2014, the Company closed the purchases of 100% of two Hooters restaurants in the states of Washington and Oregon and a gaming facility operated through the Oregon Lottery system, as well as Spoon Bar and Kitchen in Dallas, Texas. In March 2013, the Company closed its investment management business, which saved us approximately $50,000 per quarter starting fully in the third quarter of 2013. Historically, the Company also has earned 49% of the operating results with our operating partner earning 51% in our Hooters location opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. During April 2014, the Company purchased an additional 11% of the Hooters location in Campbelltown from our Australian partner, increasing our ownership to 60%. Construction is also recently completed or underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each). The first site in Surfers Paradise opened to the public on July 14, 2014 and the second site in Townsville is expected to open late in the third quarter of 2014. The Company also has a 5% interest in Beacher’s Madhouse, a variety show, which opened in Las Vegas, Nevada at the end of 2013.

The Company has a note with a balance at June 30, 2014 of $197,416 owed to its bank which is due on October 10, 2018 with monthly principal and interest payments of $4,406. In April 2013, the Company secured a $500,000 line of credit which became due on August 10, 2014 for which an extension is currently being negotiated and the lender has not demanded payment. As of June 30, 2014, the balance on the line of credit is $500,000. In February 2014 the Company secured a note with a bank for $500,000 which became due on August 10, 2014 for which an extension is currently being negotiated and the lender has not demanded payment. The Company also has $3,000,000 of convertible debt which the Company used for our purchase of the Hooters Nottingham (United Kingdom) location. 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. These investors received 3 year warrants to purchase 300,000 shares of the Company’s common stock at $3.00 per share. The conversion feature of the convertible debt and warrants was recorded as a derivative liability. The Company closed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013. In March 2014, the Company received proceeds of $500,000 from convertible debt which was used for continuing the Company’s growth and for working capital. The investor was issued 15% Secured Subordinate Convertible Notes and received five year warrants to purchase up to 30% of the number of shares of common stock issued upon conversion of the 2014 note exercisable at $5.25 per share. The conversion feature of the convertible debt was recorded as a derivative liability. In addition the Company has notes with a balance at June 30, 2014 of $225,000 owed to two outside companies which have matured, an extension for both notes are currently being negotiated and payment has not been demanded. The Company’s South African subsidiaries have bank overdraft and term facilities of $707,700, including a mortgage for a site we purchased in Port Elizabeth for our next Hooters location. ARB had a bank note payable of $10,249 due on August 5, 2014 which has been repaid in full. The Company plans to continue to use limited partnerships or other financing vehicles, if necessary, to fund its share of costs for additional Hooters and other restaurants.

On October 17, 2013, the Company raised $2,500,000 in a private placement, pursuant to which the Company sold to the investors an aggregate of 666,667 Units at a purchase price of $3.75 per unit. Each Unit consists of one share of the Company’s common stock and one five-year warrant, exercisable after twelve months, to purchase one share of common stock at an initial exercise price of $5.00. The Company employed a placement agent for the purpose of the private placement, and paid to the placement agent commissions in the total amount of $150,000 and five year warrants convertible into an aggregate of 40,000 shares.

On November 7, 2013, the Company entered into a Subscription Agreement with three accredited investors, pursuant to which the Company sold to the investors an aggregate of 160,000 Units at a purchase price of $5.00 per Unit, closing a $800,000 private placement. Each Unit consists of one share of the Company’s common stock, $0.001 par value per share and one five- year warrant to purchase one share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of $5.50, while the remaining half (80,000) of the warrants are available at an initial exercise price of $7.00. The Company employed a placement agent for the purpose of the private placement, and has paid to the placement agent commissions in the total amount of $32,000 and five-year warrants subject to the same terms as those issued under the above transaction, convertible into an aggregate of 6,400 shares of common stock.

On January 31, 2013, the Company settled outstanding liabilities of approximately $170,000 from a South African bank, previously presented in our consolidated balance sheets in “other liabilities”. Upon making a payment of approximately $99,000, the Company received a release from all other bank liabilities, resulting in a total gain on extinguishment of debt of approximately $71,000, which is presented in our financial statements as other income.

During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to June 30, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share.

In order to execute the Company’s long-term growth strategy, which includes continued expansion of the Company’s business by acquisition or developing or constructing, the Company will need to raise additional funds through public or private equity offerings, debt financings, or other means.

The current constraints of cash flow from operations and the requirements to raise funds raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.

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INTANGIBLE ASSET, NET (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill	$ 9,182,241	$ 6,496,756
South Africa [Member]
Goodwill [Line Items]
Goodwill	396,487	396,487
American Roadside Burgers [Member]
Goodwill [Line Items]
Goodwill	2,550,611	2,550,611
West End Wings [Member]
Goodwill [Line Items]
Goodwill	3,159,500	3,124,507
Just Fresh [Member]
Goodwill [Line Items]
Goodwill	425,151	425,151
Hooters Pacific NW [Member]
Goodwill [Line Items]
Goodwill	1,951,909	0
Spoon [Member]
Goodwill [Line Items]
Goodwill	$ 698,583	$ 0

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INTANGIBLE ASSETS, NET (Tables)

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Goodwill is summarized by location as follows: 

	June 30,		December 31,
	2014		2013
South Africa	$	396,487	$	396,487
ARB		2,550,611		2,550,611
WEW (Nottingham)		3,159,500		3,124,507
JF		425,151		425,151
Hooters Pacific NW		1,951,909		-
Spoon		698,583		-
	$	9,182,241	$	6,496,756

Schedule of Intangible Assets and Goodwill [Table Text Block]

       Franchise cost for the Company’s Hooters restaurants and trademark/trade name for the Company’s Just Fresh and ARB entities consists of the following at June 30, 2014 and December 31, 2013. The Company is amortizing these franchise costs from the opening of each restaurant for the 20-year term of the franchise agreement with HOA and the trademark/trade name over its estimated 10-year useful lives.

	June 30,		December 31,
	2014		2013
Franchise cost:
South Africa	$	448,888	$	448,888
Brazil *		135,000		135,000
Australia *		277,867		-
Hungary		106,506		106,506
Hooters Pacific NW		60,937		-
		1,029,198		690,394
Trade name/trademark:
Just Fresh		1,010,000		1,010,000
ARB		1,784,220		1,784,327
		2,794,220		2,794,327
Total intangible cost		3,823,418		3,484,721
Accumulated amortization		(214,902)		(60,089)
Intangible assets, net	$	3,608,516	$	3,424,632
Three months ended June 30, 2014 and 2013:
Amortization expense	$	77,700	$	5,398
Six months ended June 30, 2014 and 2013:
Amortization expense	$	153,920	$	10,531

* The Brazil franchise cost and the Australian franchise costs related to 2 restaurants are not being amortized until they are opened.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

         Amortization for franchise costs and trade name/trademarks are as follows:

June 30,	Franchise fee		Trade name		Total
2014	$	39,770	$	279,427	$	319,197
2015		39,770		279,427		319,197
2016		39,770		279,427		319,197
2017		39,770		279,427		319,197
2018		39,770		279,427		319,197
Thereafter		742,198		1,270,333		2,012,531
Totals	$	941,048	$	2,667,468	$	3,608,516

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INTANGIBLE ASSETS, NET (Details 1) (USD $)	3 Months Ended			6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013	Jun. 30, 2014		Jun. 30, 2013	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	$ 3,823,418			$ 3,823,418			$ 3,484,721
Accumulated amortization	(214,902)			(214,902)			(60,089)
Intangible assets, net	3,608,516			3,608,516			3,424,632
Amortization expense	77,700		5,398	153,920		10,531
Just Fresh [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	1,010,000			1,010,000			1,010,000
American Roadside Burgers [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	1,784,220			1,784,220			1,784,327
Franchise Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	1,029,198			1,029,198			690,394
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	2,794,220			2,794,220			2,794,327
South Africa [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	448,888			448,888			448,888
Brazil [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	135,000	[1]		135,000	[1]		135,000	[1]
Australia [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	277,867	[1]		277,867	[1]		0	[1]
Hungary [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	106,506			106,506			106,506
Hooters Pacific NW [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible cost	$ 60,937			$ 60,937			$ 0

[1] The Brazil franchise cost and the Australian franchise costs related to 2 restaurants are not being amortized until they are opened.

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CONVERTIBLE NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2014

Convertible Notes Payable [Abstract]

Convertible Debt [Table Text Block]

Convertible notes payable at June 30, 2014 and December 31, 2013 are as follows:

	June 30,		December 31,
	2014		2013
6% Convertible notes payable issued in August 2013	$	3,000,000	$	3,000,000
Discounts on above convertible note		(2,083,333)		(2,583,333)
15% Convertible notes payable issued in March 2014		500,000		-
Discounts on above convertible note		(210,083)		-
		1,206,584		416,667
Current portion of convertible notes payable		(241,134)		-
Convertible notes payable, less current portion	$	965,450	$	416,667

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

The fair value of the embedded conversion feature and the warrants each was estimated using the Black-Scholes option-pricing model which approximated the Binomial Lattice model. Key assumptions used to apply this pricing model during the three and six months ended June 30, 2014 were as follows:

Risk-free interest rate	0.15%-0.79%
Expected life	1-5 years
Expected volatility	62%-89%

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SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition—In accordance with gaming industry practice, we recognize gaming revenues as the net win from gaming activities, net of taxes.

Business combination - For a business combination with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquire are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquire, that excess in earnings was recognized as a gain attributable to the Company.

Except for the above changes, there have been no material changes to our significant accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

LOSS PER COMMON SHARE

The Company is required to report both basic earnings per share, which is based on the weighted-average number of shares outstanding and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all diluted shares outstanding.

The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of June 30, 2014 and 2013, that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive.

	As of June 30
	2014	2013
Warrants	8,279,752	5,201,458
Convertible notes payable	1,471,089	-
Convertible interest	69,252	-
Totals	9,820,093	5,201,458

RECLASSIFICATIONS

Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

Recent Accounting Pronouncements

In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters" ("ASU 2013-05"). The amendments in ASU 2013-05 resolve the diversity in practice about whether current literature applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments in ASU 2013-05 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years, beginning after December 15, 2013.

Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with ASC Topic 740, “Income Taxes”.

The FASB has issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which includes amendments that change the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance is effective for annual periods beginning on or after December 15, 2014. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

There are several other new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements has been or will be adopted, as applicable, by the Company. At June 30, 2014, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company.

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Condensed Consolidated Balance Sheets [Parenthetical] (USD $)	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument Unamortized Discount, Current	$ 210,083
Debt Instrument Unamortized Discount, Noncurrent	$ 2,083,333	$ 2,583,333
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	45,000,000	45,000,000
Common stock, shares issued	6,499,433	5,387,897
Common stock, shares outstanding	6,499,433	5,387,897

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

12. SUBSEQUENT EVENTS

On July 1, 2014, pursuant to Purchase Agreements executed on June 30, 2014, the Company completed the acquisition of a sixty percent (60%) ownership interest in Hoot Parramatta Pty Ltd, Hoot Australia Pty Ltd, Hoot Penrith Pty Ltd, and TMIX Management Australia Pty Ltd (collectively, the “Australian Entities”), which own, operate, and manage Hooters restaurant locations and gaming operations in Australia. The ownership interest in the Australian Entities was purchased from the respective entities in exchange for the Company agreeing to assume a five million dollar ($5,000,000) debt and issuing two hundred fifty thousand (250,000) warrants to purchase shares of our common stock.

The Company is currently seeking to raise funds privately either through debt or equity financing. Subsequent to June 30, 2104, the Company has received $440,000 through the private sale of equity securities in transactions exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company anticipates raising additional capital from the sale of equity or debt securities as well as seeking funding related to its other investments during the remainder of 2014, although there can be no assurance that it will be able to do so.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 05, 2014
Document Information [Line Items]
Entity Registrant Name	Chanticleer Holdings, Inc.
Entity Central Index Key	0001106838
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	HOTR
Entity Common Stock, Shares Outstanding		6,719,433
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

XML

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition—In accordance with gaming industry practice, we recognize gaming revenues as the net win from gaming activities, net of taxes.

Business Combinations Policy [Policy Text Block]

Business combination - For a business combination with an acquisition date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquire are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquire, that excess in earnings was recognized as a gain attributable to the Company.

Except for the above changes, there have been no material changes to our significant accounting policies previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Earnings Per Share, Policy [Policy Text Block]

LOSS PER COMMON SHARE

The Company is required to report both basic earnings per share, which is based on the weighted-average number of shares outstanding and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all diluted shares outstanding.

The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of June 30, 2014 and 2013, that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive.

	As of June 30
	2014	2013
Warrants	8,279,752	5,201,458
Convertible notes payable	1,471,089	-
Convertible interest	69,252	-
Totals	9,820,093	5,201,458

Reclassification, Policy [Policy Text Block]

RECLASSIFICATIONS

Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share.

New Accounting Pronouncements Policy [Policy Text Block]

Recent Accounting Pronouncements

In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters" ("ASU 2013-05"). The amendments in ASU 2013-05 resolve the diversity in practice about whether current literature applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments in ASU 2013-05 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years, beginning after December 15, 2013.

Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with ASC Topic 740, “Income Taxes”.

The FASB has issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which includes amendments that change the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance is effective for annual periods beginning on or after December 15, 2014. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

There are several other new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements has been or will be adopted, as applicable, by the Company. At June 30, 2014, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company.

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenue:
Restaurant sales, net	$ 6,818,932	$ 1,641,043	$ 12,365,870	$ 3,283,165
Gaming sales, net	75,724	0	131,235	0
Management fee income - non-affiliates	25,151	25,000	50,151	50,000
Total revenue	6,919,807	1,666,043	12,547,256	3,333,165
Expenses:
Restaurant cost of sales	2,454,626	635,348	4,437,907	1,263,236
Restaurant operating expenses	4,012,399	932,250	7,294,226	1,912,405
Restaurant pre-opening expenses	260,981	10,201	260,981	10,201
General and administrative expenses	1,245,660	645,648	2,860,453	1,365,848
Depreciation and amortization	412,487	129,876	777,375	244,100
Total expenses	8,386,153	2,353,323	15,630,942	4,795,790
Loss from operations	(1,466,346)	(687,280)	(3,083,686)	(1,462,625)
Other income (expense)
Equity in losses of investments	0	(18,806)	(40,694)	(33,053)
Gain on extinguishment of debt			0	70,900
Realized gains	4,127	0	101,472	0
Miscellaneous income	4,552	1,263	7,838	3,825
Change in fair value of derivative liabilities	272,100	0	704,200	0
Interest expense	(350,760)	(18,443)	(687,541)	(55,386)
Total other expense	(69,981)	(35,986)	85,275	(13,714)
Loss from operations before income taxes	(1,536,327)	(723,266)	(2,998,411)	(1,476,339)
Expense for income taxes	1,379	12,106	(7,509)	21,197
Net loss	(1,537,706)	(735,372)	(2,990,902)	(1,497,536)
Less: Net loss attributable to non-controlling interest	126,642	28,428	129,528	52,759
Net loss attributable to Chanticleer Holdings, Inc.	(1,411,064)	(706,944)	(2,861,374)	(1,444,777)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities (none applies to non-controlling interest)	(3,809)	(13,202)	(15,527)	(36,966)
Foreign translation income	15,419	41,400	51,165	54,916
Other comprehensive loss	$ (1,399,454)	$ (678,746)	$ (2,825,736)	$ (1,426,827)
Net loss per attributable to Chanticleer Holdings, Inc. per common share, basic and diluted: (in dollars per share)	$ (0.22)	$ (0.19)	$ (0.47)	$ (0.39)
Weighted average shares outstanding, basic and diluted (in shares)	6,329,406	3,701,928	6,152,931	3,700,420

XML

CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2014

Convertible Notes Payable [Abstract]

Convertible Notes Payable Disclosure Text block [Text Block]

7. cONVERTIBLE NOTEs PAYABLE

Convertible notes payable at June 30, 2014 and December 31, 2013 are as follows:

	June 30,		December 31,
	2014		2013
6% Convertible notes payable issued in August 2013	$	3,000,000	$	3,000,000
Discounts on above convertible note		(2,083,333)		(2,583,333)
15% Convertible notes payable issued in March 2014		500,000		-
Discounts on above convertible note		(210,083)		-
		1,206,584		416,667
Current portion of convertible notes payable		(241,134)		-
Convertible notes payable, less current portion	$	965,450	$	416,667

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 (“Notes”) for a total of $3,000,000 in a private offering collateralized by the assets of the Hooters Nottingham restaurant. The funding from the private offering was used exclusively for the acquisition of the Hooters Nottingham restaurant location (acquisition described in Note 3). The Notes have the following principal terms:

⋅ the principal amount of each Note shall be repaid within 36 months of the issuance date at a non-compounded 6% interest rate per annum payable qurarterly beginning on the original issue date and continuing thereafter until the maturity date;

⋅ the Note holders shall receive 10%, pro rata, of the net profit of the Hooters Nottingham restaurant, paid quarterly for the life of the location, and 10% of the net proceeds should the location be sold;

⋅ the consortium of investors received a total of 300,000 three-year warrants, exercisable at $3.00 per share;

⋅ beginning six months after the original issue date and until this debenture is no longer outstanding, each Note holder may convert his or her Note into shares of the Company’s common stock (at 90% of the average closing price ten days prior to conversion, unless a public offering is pending at the time of the conversion notice, which would result in the conversion price being the same price as the offering).The conversion price is subject to a floor of $1.00 per share;

⋅ each Note holder has the right to redeem the Note for a period of sixty days following the eighteen month anniversary of the issuance of the Note, unless a capital raise is conducted within eighteen months after the issuance of the Note. In connection with the issuance of the Note, the Company also issued warrants for the purchase of 300,000 shares of the Company’s common stock at an exercise price of $3.00 per share through August 2, 2016.

The Company completed the purchase of Hooters Nottingham on November 6, 2013 and began operating the restaurant on November 7, 2013.

The fair value of the embedded conversion feature and the warrants is $2,265,600 and $884,600, respectively, and the aggregated total equal $3,150,200. Consequently, upon issuance of the Note, a debt discount of $3,000,000 was recorded and the original difference of $150,200, representing the fair value of the conversion feature and the warrants in excess of the debt discount, was immediately charged to interest expense. The debt discount will be amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations.

made

The fair value of the embedded conversion feature and the warrants each was estimated using the Black-Scholes option-pricing model which approximated the Binomial Lattice model. Key assumptions used to apply this pricing model during the three and six months ended June 30, 2014 were as follows:

Risk-free interest rate	0.15%-0.79%
Expected life	1-5 years
Expected volatility	62%-89%

The expected stock price volatility for the Company’s stock options was determined by the historical volatilities of comparable companies. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

In March 2014, the Company entered into an agreement whereby the Company issued a convertible promissory note for a total of $500,000. The note accrues monthly interest of 1.25% until the date the note is converted. The note is convertible into the Company’s common stock (at 85% if the offering price in future offering or 85% of the VWAP). The conversion price is subject to a floor of $3.00 per share. If not converted, the note matures one year from the issuance date.

In connection with the issuance of the March 2014 convertible promissory note, the Company also issued to the investors warrants to purchase up to 30% of the number of shares of Common Stock issued upon conversion of the 2014 note, exercisable at $5.25 per share for a period of up to 5 years from the Note's original issuance date.

The Company accounted for the issuance of the convertible promissory note and the warrants attached to the note in accordance with ASC 815 “Derivatives and Hedging.” Accordingly, the warrants and the embedded conversion option of the convertible notes are recorded as derivative liabilities at their fair market value and are marked to market through earnings at the end of each reporting period. The gross proceeds from the sale of the note are recorded net of a discount of $9,442. The debt discount relates to the beneficial conversion feature embedded in the conversion option and the fair value of the warrants attached to the notes. The debt discount is charged back to interest expense ratably over the term of the convertible note.

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LONG-TERM DEBT AND NOTES PAYABLE

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

6. LONG-TERM DEBT AND NOTES PAYABLE

Long-term debt and notes payable are summarized as follows.

		June 30,		December 31,
		2014		2013
Note payable to a bank due in monthly installments of $4,406 including interest at Wall Street Journal Prime + 1% (minimum of 5.5%); remaining balance due October 10, 2018; collateralized by substantially all of the  Company's assets and guaranteed by an officer of the Company	(a)	$	197,416	$	218,119
Line of credit to a bank, expires April 10, 2014, interest rate of Wall Street Journal Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5%	(b)		500,000		472,000
Note payable to a bank due interest only at a 5% rate; balloon principal payment due August 10, 2014; collateralized by substantially all of the Company's assets and guaranteed by an officer of the Company	(c)		500,088		-
Note payable to a bank, matured August 5, 2014, interest rate of Wall St. Journal Prime (3.25% as of March 31, 2014) plus 1%	(d)		10,249		38,614
Loan agreement with an outside company on December 23, 2013, interest at 1% per month, accrued interest and principal due February 23, 2014, unsecured	(e)		125,000		150,000
Loan agreement with an outside company on June 20, 2014, interest at 8% annual rate, accrued interest and principal due July 11, 2014, unsecured	(f)		100,000		-
Bank overdraft facility; unsecured; maximum facility $260,000; interest rate 11% at June 30, 2014, subject to annual renewal in December 2014	(g)		132,930		79,372
Term facility with monthly payments of $5,000, including interest at 10.3% at March 31, 2014; due June 14, 2016	(h)		112,291		133,448
Term facility dated April 2014, interest at 2.6 % over South African prime rate (prime currently 9.25%); due April 2024; secured by a bond on all assets at our Port Elizabeth, South Africa location and partially guaranteed by our CEO and South African COO	(i)		330,220		-
Term facility dated December 1, 2013; monthly payments of $3,172 including interest at 12.5%; due December 1, 2018; secured by a bond on all moveable assets at our Pretoria, South Africa location and partially guaranteed by our CEO	(j)		132,259		142,807
			2,140,453		1,234,360
Current portion of long-term debt			1,959,579		835,454
Long-term debt, less current portion		$	180,874	$	398,906

(a) On April 11, 2013, the Company and Paragon Commercial Bank (“Paragon”) entered into a credit agreement (the “Credit Agreement”). (b) The Credit Agreement provides for an additional $500,000 revolving credit facility with a one-year term from the closing date. The Credit Agreement is available to be drawn at the Company’s discretion to finance investments in new business ventures and for the Company’s general corporate working capital requirements in the ordinary course of business. The note payable originally matured on August 10, 2013 and on November 4, 2013 the note was extended to October 10, 2018 with monthly principal and interest payments of $4,406, whereas the new credit facility (b) expired on August 10, 2014. Borrowings under the Credit Agreement bear monthly interest at the greater of: (i) floor rate of 5.00% or (ii) the Wall Street Journal’s prime plus rate (3.25% as of June 30, 2014) plus 1.00%. All unpaid principal and interest are due one (1) year after the closing date. Any borrowings are secured by a lien on all of the Company’s assets. The obligations under the Credit Agreement are guaranteed by Mike Pruitt, the Company’s Chief Executive Officer. 

(c) In addition, in February 2014 the Company secured a note with Paragon for $500,088 due on August 10, 2014. The note bears interest at a 5% annual rate, payments of interest only are due monthly until the due date.

This increases the Company’s aggregate obligation to Paragon to approximately $1.2 million at June 30, 2014. The Company is currently negotiating with the lender to extend the above debts (b and c) with an expiration date of August 10, 2014. The lender has not issued a formal notice of default to the Company.

(d) ARB entered into a term note with TD Bank in 2008 for $300,000, which has a balance of $10,249 at June 30, 2014 and has a maturity date of August 4, 2014. The interest rate is 1.75% above the Wall Street Journal prime rate (3.25%), and the monthly principal and interest payment is $4,836, subject to adjustment by TD Bank, except for the last payment which shall be the unpaid balance at maturity. The term note is personally guaranteed by two former shareholders of ARB, and TD Bank has a first lien on all ARB’s assets.

(e) On December 23, 2013, the Company entered into a loan agreement with an outside company for $150,000, due on February 23, 2014. Interest is compounded monthly at a rate of 1%. As of February 23, 2014, the Company was not in compliance with the terms of this note due to non-payment of principal and interest. On March 21, 2014, the Company paid the note holder $25,000 of principal and $4,751 of accrued interest. However, the note holder has not issued a formal notice of default to the Company.

(f) On June 20, 2014, the Company entered into a loan agreement with an outside company for $100,000, due on July 11, 2014. Interest is at an 8% annual rate. The Company is currently negotiating with the lender to extend the above debt. The lender has not issued a formal notice of default to the Company.

(i) In April 2014, our South African subsidiary entered into a mortgage note with a South African bank for the purchase of the building in Port Elizabeth for our Hooters location. The 10-year note is for $330,220 with an annual interest rate of 2.6% above the South African prime rate (prime currently 9.25%). Monthly principal and interest payments of approximately $4,600 commence in August, 2014. The mortgage note is personally guaranteed by our CEO and South African COO and secured by the assets of the Port Elizabeth building.

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LONG-TERM DEBT AND NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

Long-term debt and notes payable are summarized as follows.

		June 30,		December 31,
		2014		2013
Note payable to a bank due in monthly installments of $4,406 including interest at Wall Street Journal Prime + 1% (minimum of 5.5%); remaining balance due October 10, 2018; collateralized by substantially all of the  Company's assets and guaranteed by an officer of the Company	(a)	$	197,416	$	218,119
Line of credit to a bank, expires April 10, 2014, interest rate of Wall Street Journal Prime (3.25% as of March 31, 2014) plus 1%, floor rate of 5%	(b)		500,000		472,000
Note payable to a bank due interest only at a 5% rate; balloon principal payment due August 10, 2014; collateralized by substantially all of the Company's assets and guaranteed by an officer of the Company	(c)		500,088		-
Note payable to a bank, matured August 5, 2014, interest rate of Wall St. Journal Prime (3.25% as of March 31, 2014) plus 1%	(d)		10,249		38,614
Loan agreement with an outside company on December 23, 2013, interest at 1% per month, accrued interest and principal due February 23, 2014, unsecured	(e)		125,000		150,000
Loan agreement with an outside company on June 20, 2014, interest at 8% annual rate, accrued interest and principal due July 11, 2014, unsecured	(f)		100,000		-
Bank overdraft facility; unsecured; maximum facility $260,000; interest rate 11% at June 30, 2014, subject to annual renewal in December 2014	(g)		132,930		79,372
Term facility with monthly payments of $5,000, including interest at 10.3% at March 31, 2014; due June 14, 2016	(h)		112,291		133,448
Term facility dated April 2014, interest at 2.6 % over South African prime rate (prime currently 9.25%); due April 2024; secured by a bond on all assets at our Port Elizabeth, South Africa location and partially guaranteed by our CEO and South African COO	(i)		330,220		-
Term facility dated December 1, 2013; monthly payments of $3,172 including interest at 12.5%; due December 1, 2018; secured by a bond on all moveable assets at our Pretoria, South Africa location and partially guaranteed by our CEO	(j)		132,259		142,807
			2,140,453		1,234,360
Current portion of long-term debt			1,959,579		835,454
Long-term debt, less current portion		$	180,874	$	398,906

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following table summarizes the number of common shares potentially issuable upon the exercise of certain warrants, convertible notes payable and convertible interest as of June 30, 2014 and 2013, that have been excluded from the calculation of diluted net loss per common share since the effect would be antidilutive.

	As of June 30
	2014	2013
Warrants	8,279,752	5,201,458
Convertible notes payable	1,471,089	-
Convertible interest	69,252	-
Totals	9,820,093	5,201,458

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

10. COMMITMENTS AND CONTINGENCIES

 

On October 12, 2012, Francis Howard (“Howard”), individually and on behalf of all others similarly situated, filed a lawsuit against the Company, Michael D. Pruitt, Eric S. Lederer, Michael Carroll, Paul I. Moskowitz, Keith Johnson (the “Individual Defendants”), Merriman Capital, Inc., Dawson James Securities, Inc. (the “Underwriter Defendants”), and Creason & Associates P.L.L.C. (“Creason”), in the U.S. District Court for the Southern District of Florida.  The class action lawsuit alleges violations of Section 11 of the Securities Act against all Defendants, violations of Section 12(a)(2) of the Securities Act against only the Underwriter Defendants, and violations of Section 15 against the Individual Defendants.  Howard seeks unspecified damages, reasonable costs and expenses incurred in this action, and such other and further relief as the Court deems just and proper.  On October 31, 2012, the Company and the Individual Defendants retained Stanley Wakshlag at Kenny Nachwalter, P.A. to represent them in this litigation. On December 12, 2012, Howard filed a Motion to Appoint himself lead Plaintiff and to approve his selection of The Rosen Law Firm, P.A. as his counsel.  An Order appointing Francis Howard and the Rosen Law Firm as lead Plaintiff and lead Plaintiff’s counsel was entered on January 4, 2013.   On February 19, 2013, Plaintiff filed an Amended Complaint alleging similar claims to those previously asserted.  On May 20, 2013, the Plaintiff filed a Notice of Voluntary Dismissal without prejudice of Defendants Dawson James Securities, Inc. and Merriman Capital, Inc. On September 17, 2013, Judge Cohn denied the Defendants’ Motions to Dismiss and ordered that Defendants file Answers to Plaintiff’s Amended Class Action Complaint by October 8, 2013, and that the trial be set for the two-week period commencing May 12, 2014. The Company and Individual Defendants filed an Answer to Plaintiff’s Amended Class Action Complaint on October 7, 2013.  A Scheduling Order was entered on October 8, 2013 after a Scheduling Conference was held, whereby a timeframe was set for Disclosures, Mediation, Joinder of Parties and Amendment of Pleadings, Discovery, and Pre-Trial Motions. The parties have made initial disclosures, and document requests and interrogatories have been served. On December 18, 2013, the parties filed a Joint Status Report Relating to Mediation, whereby the parties disclosed details of a class-wide settlement of this action. The parties have agreed on a total settlement amount of $850,000, with $837,500 to be paid by the Company’s insurance carrier and $12,500 to be paid by Creason, subject to court approval. All parties have executed a definitive settlement agreement consistent with terms previously disclosed, which was  filed with the court on March 31, 2014, along with a request seeking preliminary approval of the settlement. Preliminary approval was received from the court on April 23, 2014. The final hearing is set for August 14, 2014. The amount of $837,500 was paid by the Company’s insurance carrier into an escrow account. The Company has and will continue to vigorously defend itself in this matter.

On March 26, 2013, our South African operations received Notice of Motion filed in the Kwazulu-Natal High Court, Durban, Republic of South Africa, filed against Rolalor (PTY) LTD (“Rolalor”) and Labyrinth Trading 18 (PTY) LTD (“Labyrinth”) by Jennifer Catherine Mary Shaw (“Shaw”). Rolalor and Labyrinth were the original entities formed to operate the Johannesburg and Durban locations, respectively. On September 9, 2011, the assets and the then-disclosed liabilities of these entities were transferred to Tundraspex (PTY) LTD (“Tundraspex”) and Dimaflo (PTY) LTD (“Dimaflo”), respectively. The current entities, Tundraspex and Dimaflo are not parties in the lawsuit. Shaw is requesting that the Respondents, Rolalor and Labyrinth, be wound up in satisfaction of an alleged debt owed in the total amount of R4,082,636 (approximately $480,000). The two Notices were defended and argued in the High Court of South Africa (Durban) on January 31, 2014. Madam Justice Steryi dismissed the action with costs on May 5, 2014. Ms. Shaw has appealed this decision.

On April 1, 2013, the Company received a subpoena from the SEC, requesting various corporate documents relating to operations.  The Company intends to fully cooperate with the subpoena.

In connection with our 2011 acquisitions of the South African entities (whereby, on October 1, 2011, Rolalor, Alimenta 177(Pty.) Ltd. and Labyrinth transferred their respective net assets to the newly formed entities controlled by the Company), the Company believes the purchase and sale with the seller was accomplished in accordance with the laws and regulations of the taxing authorities in South Africa. However, there can be no absolute assurance as to whether the business acquired continues to have any outstanding tax and regulatory filing requirements, (i.e. not filed certain corporate tax returns for previous years) as well as whether the local authorities could seek to recover any unpaid taxes, interest, penalties, or other amounts due from the Company, its shareholders or others.  The Company is not aware of any existing obligations that remain outstanding for which the Company may be required to settle. In connection with acquiring the net assets of the business, the Company may be entitled to be reimbursed by the seller for any pre-acquisition obligations of the business that may arise post-acquisition.

In addition to the matters disclosed above, the Company may be involved in legal proceedings and claims which have arisen in the ordinary course of business. These actions, when ultimately concluded and settled, will not, in the opinion of management, have a material adverse effect upon the financial position, results of operations or cash flows of the company.

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LOAN PAYABLE

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Loans Payable [Text Block]

8. loan payable

At June 30, 2014 the Company has an outstanding loan payable to its Australian partner of $1,571,646 in connection with Surfers Paradise and Townsville construction costs. The Company has agreed to repay the unsecured obligation before the end of 2014. Approximately $230,000 was repaid in July and August 2014.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

9. Stockholders’ Equity

The Company has 45,000,000 shares of its $0.0001 par value common stock authorized at both June 30, 2014 and December 31, 2013, and 6,499,433 shares issued and 5,387,897 shares outstanding at June 30, 2014 and December 31, 2013, respectively.

2014 Transactions

On January 31, 2014, pursuant to an Agreement and Plan of Merger executed on December 31, 2013, the Company completed the acquisition of all of the outstanding shares of Tacoma Wings, LLC, Jantzen Beach Wings, LLC and Oregon Owl’s Nest, LLC, which owned and operated the Hooters restaurant locations in Tacoma, Washington and Portland, Oregon and a gaming facility operated through the Oregon Lottery system (collectively “Hooters Pacific NW”) for a total purchase price of 680,272 Company units, valued at approximately $3.9 million, with each unit consisting of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As a part of this transaction, the sellers were granted registration rights with respect to the Company’s common stock issued and underlying the warrants.

Also on January 31, 2014, pursuant to an Agreement and Plan of Merger executed on January 14, 2014, the Company completed the acquisition of all of the outstanding shares of Dallas Spoon, LLC and Dallas Spoon Beverage, LLC from Express Restaurant Holdings, LLC and Express Restaurant Holdings Beverage, LLC. The purchase price of 195,000 Company units, valued at approximately $1.1 million, was paid to Express Working Capital, LLC (“EWC”); the units consist of one share of the Company’s common stock and one five-year warrant to purchase a share of the Company’s common stock. Half of the warrants are exercisable at $5.50 and half of the warrants are exercisable at $7.00. As part of this transaction, EWC was granted registration rights with respect to the Company’s common stock issued and underlying the warrants.

During the first three and six months ended June 30, 2014 the Company issued 40,000 and 98,764 shares valued at $101,900 and $330,757, respectively, for investor relations services.

During the three and six months ended June 30, 2014, the Company raised from private investors $200,000 for 137,500 shares of common stock and 15,000 five-year common stock warrants exercisable at $3.50 per share. Subsequent to June 30, 2014, the Company raised from private investors $440,000 for 220,000 shares of commons stock and 66,000 five-year common stock warrants exercisable at $3.50 per share.

2013 Transactions

On April 22, 2013, the Company issued 4,000 shares of the Company’s common stock in exchange for investor relations services to be performed over a 12 month period, valued at $7,720.

In September 2013, the Company issued 25,000 shares of common stock valued at $117,000 for services for a five month agreement. The Company has expensed $93,600, representing four of five months in 2013 and will expense the final month in 2014.

On September 30, 2013, the Company closed the purchase of ARB and issued 740,000 units which consisted of one share of common stock and one common stock warrant valued at $3,611,126 and $1,710,077, respectively.

On October 17, 2013, the Company raised $2,500,000 in a private placement, pursuant to which the Company sold to the Investors an aggregate of 666,667 Units at a purchase price of $3.75 per unit. Each unit consists of one share of the Company’s common stock, $0.001 par value per share and one five-year warrant, exercisable after twelve months, to purchase one share of common stock at an initial exercise price of $5.00.

The Company employed a placement agent for the purpose of the private placement, and has paid to the placement agent commissions in the total amount of $150,000 and five year warrants convertible into an aggregate of 80,000 shares valued at approximately $312,000 using the Black-Scholes model.

During October 2013, 15,000 common stock shares valued at $62,500 were issued for investor relations services.

On November 5, 2013, the Company entered into a Subscription Agreement with JFR and JFFS for the purchase of a 51% ownership interest in each entity, for a total purchase price of $560,000. The transaction closed on December 10, 2013 with the execution of an Assignment, Assumption, Joinder, and Amendment Agreement with both JFR and JFFS. On December 11, 2013, the Company purchased an additional 5% interest in both JFR and JFFS from an original interest holder for the total purchase price of $30,000, increasing the Company’s ownership interest in JFR and JFFS to a total of 56%.

On November 7, 2013, the Company entered into a Subscription Agreement with three accredited investors, pursuant to which the Company sold to the Investors an aggregate of 160,000 Units at a purchase price of $5.00 per Unit, closing an $800,000 private placement. Each unit consists of one share of the Company’s common stock, $0.001 par value per share and one five-year warrant to purchase one share of common stock. One half (80,000) of the available warrants are available at an initial exercise price of $5.50, while the remaining half (80,000) of the warrants are available at an initial exercise price of $7.00. The Company has paid a placement fee by issuing an aggregate of 80,000 five- year warrants valued at approximately $312,000 using the Black-Scholes model.

On November 26, 2013, the Company finalized a Subscription Agreement (the “Beacher’s Subscription Agreement”) with Beachers’ LV, LLC (“Beachers”), whereby the Company subscribed for five units, with each Unit consisting of a 1% membership interest in Beachers. The total capital contribution made by the Company to Beachers was $500,000. In connection with the Subscription Agreement, the Company executed a Right to Purchase Agreement with Madhouse Worldwide Investments, LLC (“MWI”) whereby the Company issued fifty three thousand three hundred and thirty four (53,334) shares of the Company’s common stock, valued at approximately $260,000, to MWI or its assigns, in exchange for a two-year option to purchase up to 25% of any ownership interest in any future Beacher’s nightclub to be offered to third party investors, and a three-year exclusive option to propose funding, participate in funding, and open future Beacher’s nightclubs in South Africa, Australia, and the United Kingdom. The Company also issued an aggregate of 50,000 five-year warrants valued at approximately $176,000 using the Black-Scholes model.

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DISCLOSURES ABOUT FAIR VALUE

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

11. DISCLOSURES ABOUT FAIR VALUE

Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables according to FASB ASC 820 pricing levels.

	Fair Value Measurement Using
			Quoted prices
			in active		Significant
			markets of		other		Significant
			identical		observable		Unobservable
	Recorded		assets		inputs		Inputs
	value		(Level 1)		(Level 2)		(Level 3)
June 30, 2014
Assets:
Available-for-sale securities	$	35,362	$	35,362	$	-	$	-
Liabilities:
Embedded conversion feature	$	1,555,200	$	-	$	-	$	1,555,200
Warrant liability		179,300		-		-		179,300
	$	1,734,500	$	-	$	-	$	1,734,500
December 31, 2013
Assets:
Available-for-sale securities	$	55,112	$	55,112	$	-	$	-
Liabilities:
Embedded conversion feature	$	2,146,000	$	-	$	-	$	2,146,000

At June 30, 2014 and December 31, 2013, the Company's available-for-sale equity securities were valued using Level 1 inputs as summarized above. Level 1 inputs are based on unadjusted prices for identical assets in active markets that the Company can access.

The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy.

Certain assets are not carried at fair value on a recurring basis, including investments accounted for under the equity and cost methods. Accordingly, such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the consolidated financial statements.

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the three and six months ended June 30, 2014. The Company did not have any warrants or conversion feature financial assets for the three and six months ended June 30, 2013.

			Conversion
	Warrants		Feature		Total
Balance at January 1, 2014	$	-	$	2,146,000	$	2,146,000
Change in fair value of derivative liability		(1,200)		(703,000)		(704,200)
Amount included in debt discounts		111,300		181,400		292,700
Balance at June 30, 2014	$	110,100	$	1,624,400	$	1,734,500

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INVESTMENTS (Details Textual) (USD $)	6 Months Ended			6 Months Ended				6 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Nov. 26, 2013	Jun. 30, 2014 Sales Revenue, Net [Member]	Jun. 30, 2014 Subsequent Event [Member]	Jun. 30, 2014 Hoot Campbelltown Pty Ltd [Member]	Dec. 31, 2013 Hoot Campbelltown Pty Ltd [Member]	Jun. 30, 2014 Hooters Australia [Member]	Jun. 30, 2014 Hooters Australia [Member] Maximum [Member]	Jun. 30, 2014 Hooters Australia [Member] Minimum [Member]	Jun. 30, 2014 Second Hooters Location [Member]	Dec. 31, 2013 Second Hooters Location [Member]	Jun. 30, 2014 Third Hooters Location [Member] AUSTRALIA [Member]	Dec. 31, 2013 Third Hooters Location [Member] AUSTRALIA [Member]
Investments Debt And Equity Securities [Line Items]
Equity Method Investment, Ownership Percentage	60.00%	49.00%	25.00%			49.00%	49.00%				49.00%	49.00%	49.00%	49.00%
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage	49.00%			60.00%	60.00%			60.00%	60.00%	49.00%
Business Combination, Consideration Transferred, Total	$ 14,139,509							$ 5,000,000
Concentration Risk, Percentage				100.00%

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INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2014

Investments, Debt and Equity Securities [Abstract]

Schedule of Other Investments Not Readily Marketable [Table Text Block]

OTHER INVESTMENTS ARE SUMMARIZED AS FOLLOWS AT JUNE 30, 2014 AND DECEMBER 31, 2013.

	June 30,		December 31,
	2014		2013
Investments accounted for under the equity method	$	-	$	941,963
Investments accounted for under the cost method		1,550,000		1,550,000
Total	$	1,550,000	$	2,491,963

Schedule of Equity Method Investments [Table Text Block]

Activity in investments accounted for using the equity method is summarized as follows:

	Six Months		Year Ended
	Ended June 30,		December 31,
	2014		2013
Balance, beginning of year	$	941,963	$	1,066,915
Equity in losses		(40,694)		(125,017)
New investments		100,000		100,000
Step acquisition reclassification		(1,001,269)		-
Return of capital		-		(99,935)
Balance, end of period	$	-	$	941,963

Equity investments consist of the following at June 30, 2014 and December 31, 2013:

	June 30,		December 31,
	2014		2013
Carrying value:
Hoot Campbelltown Pty. Ltd. (49%) - Australia	$	-	$	483,603
Second Hooters location (49%) - Australia		-		384,605
Third Hooters location (49%) - Australia		-		73,755
	$	-	$	941,963

Schedule Of Equity Method Investment, Summarized Financial Information, Balance Sheet [Table Text Block]

The summarized balance sheets for the three locations in Australia of which we owned 49% at December 31, 2013 follows:

	December 31,
	2013
ASSETS
Current assets	$	362,085
Non-current assets		3,089,230
TOTAL ASSETS	$	3,451,315
LIABILITIES
Current liabilities	$	972,885
PARTNER'S EQUITY		2,478,430
TOTAL LIABILITIES AND PARTNERS' EQUITY	$	3,451,315

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NATURE OF BUSINESS (Details Textual) (USD $)	1 Months Ended					3 Months Ended			6 Months Ended								3 Months Ended		0 Months Ended			1 Months Ended	6 Months Ended			6 Months Ended		6 Months Ended					6 Months Ended			3 Months Ended
	Nov. 30, 2013	Oct. 17, 2013	Aug. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2014	Jun. 30, 2013	Mar. 31, 2014	Feb. 28, 2014	Dec. 31, 2013	Nov. 26, 2013	Nov. 07, 2013	Aug. 02, 2013	Jun. 30, 2014 Common Stock [Member]	Jun. 30, 2014 Warrant [Member]	Nov. 07, 2013 Class Of Warrants One [Member]	Nov. 07, 2013 Class Of Warrants Two [Member]	Nov. 07, 2013 Private Placement [Member]	Oct. 17, 2013 Private Placement [Member]	Jun. 30, 2014 Private Placement [Member]	Jun. 30, 2014 South Africa [Member]	Dec. 31, 2013 Nevada [Member]	Jun. 30, 2014 Subsequent Event [Member]	Aug. 02, 2013 Subsequent Event [Member]	Jun. 30, 2014 Subsequent Event [Member] Common Stock [Member]	Jun. 30, 2014 Subsequent Event [Member] Warrant [Member]	Aug. 02, 2013 Secured Subordinate Convertible Notes [Member]	Jun. 30, 2014 American Roadside Burgers, Inc [Member]	Dec. 31, 2013 American Roadside Burgers, Inc [Member]	Jun. 30, 2014 American Roadside Burgers [Member]	Dec. 11, 2013 JF [Member]	Nov. 05, 2013 JF [Member]	Mar. 31, 2014 Hooters Nottingham [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
TOTAL CURRENT ASSETS						$ 1,578,372			$ 1,578,372				$ 1,713,133
TOTAL CURRENT LIABILITIES						9,310,320			9,310,320				5,531,983
Working Capital Balance (Deficit)						7,731,948			7,731,948
Net Income Loss						1,411,064	706,944		2,861,374	1,444,777
Unrealized loss on available-for-sale securities						(3,809)	(13,202)		(15,527)	(36,966)
Foreign translation Income (Loss)						15,419	41,400		51,165	54,916
Other comprehensive income (loss):						(1,399,454)	(678,746)		(2,825,736)	(1,426,827)
Approximate General and Administrative Expenses								1,000,000	2,860,453
Non Cash Of General And Administrative Expenses								1,100,000	375,507
Going Concern Description									In August 2012, the Company opened a restaurant in Budapest, Hungary, and earns 80% of the operating results with our operating partner earning 20%. Domestically in 2013 the Company purchased 100% of ARB on September 30, 2013, and 56% of JFR and JFFS, owners of Just Fresh, a Charlotte, North Carolina-based casual dining concept, in December 2013. Effective November 7, 2013, the Company acquired 100% of an existing Hooters restaurant in Nottingham, England. On January 31, 2014, the Company closed the purchases of 100% of two Hooters restaurants in the states of Washington and Oregon and a gaming facility operated through the Oregon Lottery system, as well as Spoon Bar and Kitchen in Dallas, Texas. In March 2013, the Company closed its investment management business, which saved us approximately $50,000 per quarter starting fully in the third quarter of 2013. Historically, the Company also has earned 49% of the operating results with our operating partner earning 51% in our Hooters location opened in January 2012 in Campbelltown, Australia, a suburb of Sydney. During April 2014, the Company purchased an additional 11% of the Hooters location in Campbelltown from our Australian partner, increasing our ownership to 60%. Construction is also recently completed or underway on two additional Hooters Australia locations under the same terms (the Company will hold a 60% interest in each). The first site in Surfers Paradise opened to the public on July 14, 2014 and the second site in Townsville is expected to open late in the third quarter of 2014
Line of credit to a bank					170,000	500,000			500,000
Gain on extinguishment of debt					71,000				0	70,900
Payment Of Bank Liabilities					99,000																			707,700
Equity Method Investment, Ownership Percentage						60.00%			60.00%		49.00%			25.00%																		100.00%		5.00%	51.00%	30.00%
Noncontrolling Interest, Ownership Percentage by Parent																									5.00%
Notes Payable to Bank						197,416			197,416																						10,249
Debt Instrument, Maturity Date				Aug. 10, 2014					Oct. 10, 2018																								Aug. 05, 2014
Debt Instrument, Periodic Payment									4,406
Secured Debt, Total				500,000								500,000
Convertible Debt																										3,000,000
Debt Instrument, Interest Rate, Stated Percentage			6.00%																							15.00%				6.00%
Convertible Notes Payable						1,206,584			1,206,584				416,667														3,000,000
Warrant Term	5 years	5 years	3 years																		5 years	5 years														5 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights																300,000					6,400	40,000				250,000
Stock Issued During Period, Value, New Issues		2,500,000																	80,000	80,000	800,000
Stock Issued During Period, Shares, New Issues	160,000	666,667															137,500	15,000										220,000	66,000
Shares Issued, Price Per Share		$ 3.75
Common Stock, Par Or Stated Value Per Share						$ 0.0001			$ 0.0001				$ 0.0001		$ 0.001						$ 0.001	$ 0.001										$ 5.00
Fees and Commissions																					32,000		150,000
Warrants Exercisable Price Per Share	$ 5.00
Class of Warrant or Right, Outstanding																			80,000	80,000
Debt Instrument, Face Amount																										225,000				3,000,000
Gain (Loss) On Disposition Of Business								50,000
Proceeds from Convertible Debt																																				500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 5.00	$ 3.00			$ 3.50			$ 3.50							$ 3.00			$ 5.50	$ 7.00		$ 5.00				$ 3.50										$ 5.25
Proceeds from Issuance of Private Placement						$ 200,000			$ 440,000																	$ 440,000

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SUBSEQUENT EVENTS (Details Textual) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Dec. 31, 2013	Aug. 02, 2013
Subsequent Event [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired			56.00%
Proceeds from Issuance of Private Placement	$ 200,000	$ 440,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				300,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	60.00%	60.00%
Proceeds from Issuance of Private Placement		440,000
Stock Granted, Value, Share-based Compensation, Gross		$ 5,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	250,000	250,000

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CONVERTIBLE NOTES PAYABLE (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Convertible Notes Payable [Line Items]
Convertible Notes Payable, Total	$ 1,206,584	$ 416,667
Current portion of convertible notes payable	(289,917)	0
Convertible notes payable, less current portion	916,667	416,667
6% Convertible Notes Payable [Member]
Convertible Notes Payable [Line Items]
Convertible Notes Payable, Total	3,000,000	3,000,000
Discounts on above convertible note	(2,083,333)	(2,583,333)
15% Convertible Notes Payable [Member]
Convertible Notes Payable [Line Items]
Convertible Notes Payable, Total	500,000	0
Discounts on above convertible note	$ (210,083)	$ 0

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Condensed Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net loss	$ (2,990,902)	$ (1,497,536)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	777,375	244,100
Equity in losses of investments	40,694	33,053
Common stock issued for services	330,757	7,720
Amortization of debt discount	582,617	0
Derivative liability adjustment	(704,200)	0
Decrease in deferred tax liability	(64,683)	0
Amortization of warrants	44,750	85,879
Gain on debt extinguishment	0	(70,900)
Changes in operating assets and liabilities:
Decrease in accounts and other receivables	76,323	40,902
Decrease (increase) in prepaid expenses and other assets	437,228	(38,411)
Decrease in inventory	100,730	57,796
Increase in accounts payable and accrued expenses	449,993	1,687
Increase in deferred rent	12,693	10,262
Advance from related parties for working capital	0	(19,525)
Net cash used in operating activities	(906,625)	(1,144,973)
Cash flows from investing activities:
Franchise costs	0	(75,000)
Cash acquired in acquisitions	27,527	0
Restricted cash	0	(2,750,000)
Repayments of investments	0	95,815
Purchase of property and equipment	(1,629,359)	(44,186)
Net cash used in investing activities	(1,601,832)	(2,773,371)
Cash flows from financing activities:
Loan proceeds, net	1,458,308	342,000
Advances from investors and partners	681,801	2,750,000
Decrease in other liabilities	0	(265,932)
Proceeds from common stock issuances	200,000	0
Subsidiary capital received	33,500	0
Capital lease payments	(85,633)	(25,541)
Net cash provided by financing activities	2,287,976	2,800,527
Effect of exchange rate changes on cash	51,165	54,564
Net change in cash	(169,316)	(1,063,253)
Cash, beginning of period	442,694	1,223,803
Cash, end of period	273,378	160,550
Supplemental cash flow information:
Interest	63,503	29,606
Income taxes	1,776	0
Purchases of businesses:
Current assets excluding cash and cash equivalents	579,191	0
Property and equipment	6,056,800	0
Goodwill	2,671,649	0
Trade name/trademarks/franchise fees	338,804	0
Deposits and other assets	115,839	0
Liabilities assumed	(2,788,756)	0
Non-controlling interest	(993,999)
Chanticleer equity	(1,028,749)
Common stock and warrants issued	(4,978,306)	0
Cash received in excess of cash paid in acquisition	$ 27,527	$ 0

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INTANGIBLE ASSETS, NET

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

5. INTANGIBLE ASSETS, NET

GOODWILL

Goodwill is summarized by location as follows: 

	June 30,		December 31,
	2014		2013
South Africa	$	396,487	$	396,487
ARB		2,550,611		2,550,611
WEW (Nottingham)		3,159,500		3,124,507
JF		425,151		425,151
Hooters Pacific NW		1,951,909		-
Spoon		698,583		-
	$	9,182,241	$	6,496,756

        Goodwill resulted from the excess paid over the fair value of the net assets acquired for the three operating restaurants in South Africa effective October 1, 2011, our ARB, Just Fresh and WEW acquisitions as of September 30, 2013, November 6, 2013 and December 10, 2013 respectively, and our acquisitions of Hooters Pacific NW and Spoon as of January 31, 2014.

OTHER INTANGIBLE ASSETS

       Franchise cost for the Company’s Hooters restaurants and trademark/trade name for the Company’s Just Fresh and ARB entities consists of the following at June 30, 2014 and December 31, 2013. The Company is amortizing these franchise costs from the opening of each restaurant for the 20-year term of the franchise agreement with HOA and the trademark/trade name over its estimated 10-year useful lives.

	June 30,		December 31,
	2014		2013
Franchise cost:
South Africa	$	448,888	$	448,888
Brazil *		135,000		135,000
Australia *		277,867		-
Hungary		106,506		106,506
Hooters Pacific NW		60,937		-
		1,029,198		690,394
Trade name/trademark:
Just Fresh		1,010,000		1,010,000
ARB		1,784,220		1,784,327
		2,794,220		2,794,327
Total intangible cost		3,823,418		3,484,721
Accumulated amortization		(214,902)		(60,089)
Intangible assets, net	$	3,608,516	$	3,424,632
Three months ended June 30, 2014 and 2013:
Amortization expense	$	77,700	$	5,398
Six months ended June 30, 2014 and 2013:
Amortization expense	$	153,920	$	10,531

         Amortization for franchise costs and trade name/trademarks are as follows:

June 30,	Franchise fee		Trade name		Total
2014	$	39,770	$	279,427	$	319,197
2015		39,770		279,427		319,197
2016		39,770		279,427		319,197
2017		39,770		279,427		319,197
2018		39,770		279,427		319,197
Thereafter		742,198		1,270,333		2,012,531
Totals	$	941,048	$	2,667,468	$	3,608,516

* The Brazil franchise cost and the Australian franchise costs related to 2 restaurants are not being amortized until they are opened.

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SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	9,820,093	5,201,458
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,279,752	5,201,458
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,471,089	0
Convertible Interest [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	69,252	0

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INTANGIBLE ASSETS, NET (Details Textual)	6 Months Ended
	Jun. 30, 2014
Franchise Rights [Member]
Intangible Asset Including Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	20 years
Trademarks and Trade Names [Member]
Intangible Asset Including Goodwill [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years

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ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2014

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The assets acquired and the liabilities assumed were recorded at estimated fair values based on information currently available and based on certain assumptions as to future operations as follows:

	2013 Acquisitions						2014 Acquisitions
							Hooters				Hooters
	ARB		WEW		JF		Pacific NW		Spoon		Australia		Total
Consideration paid:
Common stock	$	3,611,126	$	-	$	-	$	2,891,156	$	828,750	$	-	$	7,331,032
Warrants		1,710,077		-		-		978,000		280,400		-		2,968,477
Cash		-		3,150,000		590,000		-		-		100,000		3,840,000
Total consideration paid		5,321,203		3,150,000		590,000		3,869,156		1,109,150		100,000		14,139,509
Current assets, excluding cash		281,574		151,546		42,206		112,078		89,817		377,296		1,054,517
Property and equipment		3,000,122		20,493		242,531		2,731,031		391,462		2,934,307		9,319,946
Goodwill		2,550,611		3,159,500		425,151		1,951,909		698,583		-		8,785,754
Trademark/trade name/franchise fee		1,784,443		-		1,010,000		60,937		-		277,867		3,133,247
Deposits and other assets		98,035		-		-		20,275		5,193		90,371		213,874
Total assets acquired, less cash		7,714,785		3,331,539		1,719,888		4,876,230		1,185,055		3,679,841		22,507,338
Liabilities assumed		(1,490,288)		(372,824)		(282,317)		(1,009,348)		(97,541)		(1,560,710)		(4,813,028)
Deferred tax liabilities		(956,000)		-		(384,000)		-		-		-		(1,340,000)
Non-controlling interest		-		-		(463,571)		-		-		(993,999)		(1,457,570)
Chanticleer equity		-		-		-		-		-		(1,028,749)		(1,028,749)
Common stock and warrants issued		(5,321,203)		-		-		(3,869,156)		(1,109,150)		-		(10,299,509)
Cash paid		-		(3,150,000)		(590,000)		-		-		(100,000)		(3,840,000)
Cash received in excess of cash paid	$	52,706	$	191,285	$	-	$	2,274	$	21,636	$	3,617	$	271,518

Business Acquisition, Pro Forma Information [Table Text Block]

The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Net revenues	$	6,919,807	$	6,534,799	$	13,536,012	$	12,820,160
Loss from continuing operations		(1,235,639)		(1,062,637)		(2,790,739)		(2,150,883)
Loss attributable to non-controlling interest		(126,642)		(70,029)		(162,747)		(128,910)
Net loss	$	(1,362,281)	$	(1,132,666)	$	(2,953,486)	$	(2,279,793)
Net loss per share, basic and diluted	$	(0.22)	$	(0.31)	$	(0.48)	$	(0.62)
Weighted average shares outstanding, basic and diluted		6,327,071		3,701,928		6,137,597		3,700,420