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Short Term Loans and Factoring Agreement
12 Months Ended
Jun. 30, 2013
Short Term Loans and Factoring Agreement [Abstract]  
SHORT TERM LOANS AND FACTORING AGREEMENT
NOTE 4.                 SHORT TERM LOANS AND FACTORING AGREEMENT
 
On September 7, 2012 and September 25, 2012, the Company issued secured bridge loan promissory notes totaling in the aggregate $300,000 bearing interest at a rate of 10% per annum.
 
The promissory notes were issued in two installments:
 
 
September 7, 2012 - $150,000, due by December 7, 2012
 
September 25, 2012 - $150,000, due by December 25, 2012
 
As of March 28, 2013, the Company had re-paid the principal and accrued interest on all of the bridge loan promissory notes.
 
On November 9, 2012, the Company issued a short-term note in the principal amount of $60,000 to a stockholder of the Company.  The note accrued interest at an annual rate of 10%. On December 21, 2012, the Company re-paid the principal plus accrued interest on this promissory note.
 
On October 4, 2012, the Company entered into a Purchase Order Sale Agreement (the “PO Agreement”) with Solops LLC, under which it financed certain of its contracts of orders (or purchase orders) (the “Orders”), which represent amounts due from bona fide contracts for the sale and delivery of the Company’s goods to certain merchants, in the principal amount of $1,125,000. Pursuant to the PO Agreement, the Company sold the Orders to Solops for a purchase price of $875,000. Under the terms of the PO Agreement, Solops will receive $1,065,000 through a combination of the merchants’ payments under the Orders directly to Solops, the Company’s collection of accounts receivable under the Orders and resulting payments to Solops and/or any other payments made by the Company to Solops under the PO Agreement. Upon the full payment to Solops of $1,065,000, the PO Agreement will immediately terminate and Solops will convey, assign and deliver back to the Company the Orders and all of its rights thereunder. After such full payment is made, the Company will regain sole ownership of the Orders and it will not have any further obligations to Solops, and Solops will not have any further rights, with respect to the Orders or under the PO Agreement. On November 21, 2012, the Company re-paid its obligation under the PO Agreement.
 
On December 7, 2012, the Company issued a short-term promissory note totaling $100,000 bearing interest at a rate of 10% per annum. On December 21, 2012, the Company re-paid the principal plus interest on this promissory note.
 
Effective as of November 21, 2012, the Company entered into a one-year Factoring Agreement and Supply Agreement with Star Funding, Inc. Under the terms of the Factoring Agreement, the Company sells most of its trade receivables to the factor without recourse as to credit risk but with recourse for any claims by the customer for adjustments in the normal course of business. The Company is able to borrow up to 80% of its factored receivables. Under the terms of the Supply Agreement, the Company is able to finance the purchases of its inventory. For the period ended June 30, 2012 and the year ended June 30, 2013, interest and commissions totaled approximately $0 and $154,887, respectively, under these agreements. Balances due from factor include outstanding accounts receivables from customers net of allowances for discounts and chargebacks, advances and interest due to factor. The Factoring Agreement and Supply Agreement limit the Company’s ability to: incur additional debt, pay dividends or make distributions to our stockholders, incur liens that would rank senior in priority to, or pari passu with, the obligations under the Notes, sell certain assets, and sell or otherwise dispose of any assets or rights of our Company or any subsidiary, subject to certain exceptions. Substantially all of the Company’s assets are collateralized against the Factoring Agreement and Supply Agreement.
 
On May 16, 2012 and May 17, 2012, the Company issued secured bridge loan promissory notes totaling in the aggregate $1,500,025 bearing interest at a rate of 10% per annum (the “Bridge Notes”). On June 1, 2012, the Company issued additional Bridge Notes totaling $425,005. As of June 30, 2012, $1,925,030 of Bridge Notes were outstanding and are presented under short-term loans in the accompanying balance sheet.
 
The promissory notes were issued in three installments:
 
 
May 16, 2012 - $1,440,000, due by November 15, 2012
 
May 17, 2012 - $60,025, due by November 16, 2012
 
June 1, 2012 - $425,005 due by November 30, 2012
 
The loan is due and payable on the earliest of:
 
 
On the dates mentioned above, or
 
Closing of additional financing by the Company of an amount equal to or greater than the amount borrowed, or
 
The date of closing of the merger between BLB and the Company
 
As of July 12, 2012, the Bridge Notes were converted into equity as the Company and BLB completed the merger.
 
In connection with the Bridge Notes, the Company recognized deferred financing costs of $191,613, prior to accumulated amortization of $41,463, as of June 30, 2012. The amortization of deferred financing costs of $41,463 is included in interest expense in the accompanying statement of operations for the year ended June 30, 2012. Upon the reverse merger in July of 2012 the deferred financing costs were fully amortized.