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Summary of Significant Accounting Policies | 12 Months Ended
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Jun. 30, 2012
Summary of Significant Accounting Policies [Abstract] |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Reclassifications The prior year amount for accrued bonuses on the balance sheet has been reclassified to conform to current year presentation. Use of Estimates We prepare our consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (GAAP). In preparing these statements, we are required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, we review our estimates, including those related to allowances for inventory obsolescence, sales returns, income taxes and tax valuation reserves, share-based compensation, derivative liabilities and loss contingencies. Fair Value of Financial Instruments Accounting guidance on fair value measurements and disclosures requires disclosures about the fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about fair value of financial instruments are based on pertinent information available to management as of June 30, 2012 and 2011. Accordingly, the estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. Management has estimated the fair values of cash, marketable securities, accounts receivable, accounts payable, and accrued expenses to be approximately their respective carrying values reported in these consolidated financial statements because of their short maturities. Fair Value Measurements Fair value measurement requirements are embodied in certain accounting standards applied in the preparation of our financial statements. Significant fair value measurements resulted from the application of guidance on fair value measurements and disclosures of our common stock and warrant financing arrangements and to our share-based payment arrangements. Accounting guidance on fair value measurements and disclosures establishes a framework and hierarchy for measuring fair value. Fair value hierarchy:
| (1) | Level 1 inputs are quoted prices in active markets for identical assets and liabilities.
| (2) | Level 2 inputs are inputs which include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instrument.
| (3) | Level 3 inputs are unobservable inputs and are significant to the fair value measurement.
Accounting guidance on fair value measurement and disclosures permits entities to choose to measure financial instruments and certain other items at fair value. It was effective for our year beginning July 1, 2008. Upon its adoption and at this time, we do not intend to reflect any of our current financial instruments at fair value (except that we are required to carry our derivative financial instruments at fair value). However, we will consider the appropriateness of recognizing financial instruments at fair value on a case by case basis in future periods. There were no financial instruments measured at fair value as of June 30, 2012. The summary of fair values of financial instruments as of June 30, 2011 is as follows:
June 30, 2011 |
Instrument |  | Fair Value |  |  | Carrying Value |  |  | Level |  |  | Valuation Methodology |
Marketable Securities |  | $ | 350,000 |  |  | $ | 350,000 |  |  |  | 2 |  |  |  | Market Price |
Derivative warrant liabilities |  | $ | 27,341,284 |  |  | $ | 27,341,284 |  |  |  | 3 |  |  |  | Dilution Adjusted Black-Scholes |
Embedded conversion liability |  | $ | — |  |  | $ | — |  |  |  | 3 |  |  |  | Lattice model |
The following represents a reconciliation of the changes in fair value of financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended June 30, 2012 and 2011:
|  | June 30, 2012 |  |  | June 30, 2011 |
Beginning balance: Derivative liabilities |  | $ | 27,341,284 |  |  | $ | 18,567,450 |
Total losses |  |  | 6,740,525 |  |  |  | 48,454,271 |
Reclassification of liability to equity |  |  | (16,478,071 | ) |  |  | — |
Purchases, sales, issuances and settlements, net |  |  | (17,603,738 | ) |  |  | (39,680,437 | )
Ending balance: Derivative liabilities |  | $ | — |  |  | $ | 27,341,284 |
Cash and Cash Equivalents The Company considers only its monetary liquid assets with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable The Company’s accounts receivable for the years ended June 30, 2012 and 2011 consist primarily of credit card receivables. Based on the Company’s verification process for customer credit cards and historical information available, management has determined that an allowance for doubtful accounts on credit card sales related to its direct and independent distributor sales as of June 30, 2012 is not necessary. No bad debt expense has been recorded for the years ended June 30, 2012 and 2011. Inventory Inventory is stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. The Company has capitalized payments to its contract manufacturer for the acquisition of raw materials and commencement of the manufacturing, bottling and labeling of the Company’s product. The Company had no work-in-process inventory at June 30, 2012 or 2011. As of June 30, 2012 and June 30, 2011, inventory consisted of:
|  | June 30, |
|  | 2012 |  |  | 2011 |
Finished goods |  | $ | 5,964,134 |  |  | $ | 736,103 |
Raw materials |  |  | 5,388,655 |  |  |  | 1,388,560 |
Total inventory |  | $ | 11,352,789 |  |  | $ | 2,124,663 |
Property and Equipment Property and equipment are recorded at cost. Depreciation of property and equipment is expensed in amounts sufficient to relate the expiring costs of depreciable assets to operations over estimated useful lives, using the straight-line method. Leasehold improvements are depreciated over the shorter of estimated useful lives or the lease term. Estimated useful lives range from three to five years. When such assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations in the period of disposal. The cost of normal maintenance and repairs is charged to expense as incurred. Significant expenditures that increase the useful life of an asset are capitalized and depreciated over the estimated useful life of the asset. Property and equipment consist of:
|  | June 30, |
|  | 2012 |  |  | 2011 |
Equipment |  | $ | 1,972,306 |  |  | $ | 471,962 |
Software |  |  | 687,242 |  |  |  | 96,503 |
Accumulated depreciation |  |  | (662,699 | ) |  |  | (340,654 | )
Property and equipment, net |  | $ | 1,996,849 |  |  | $ | 227,811 |
Depreciation expense totaled $387,315 and $90,845 for the years ended June 30, 2012 and 2011, respectively. Intangible Assets The costs of applying for patents are capitalized and, once the patent is granted, will be amortized on a straight-line basis over the lesser of the patent’s economic or legal life. Capitalized costs will be expensed if patents are not granted or it is determined that the patent is impaired. The Company reviews the carrying value of its patent costs periodically to determine whether the patents have continuing value and such reviews could result in impairment of the recorded amounts. As of June 30, 2012, four U.S. patents have been granted, which are being amortized beginning upon the date of the grant and continuing over their remaining legal lives. Trademarks are not amortized, rather they are subject to annual impairment tests. Annual impairment tests were completed resulting in no impairment charges for any of the periods shown. As of June 30, 2012 and June 30, 2011, intangible assets consisted of:
|  | June 30, |
|  | 2012 |  |  | 2011 |
Patent costs |  | $ | 2,321,186 |  |  | $ | 2,290,558 |
Trademark costs |  |  | 201,813 |  |  |  | 180,120 |
Accumulated amortization |  |  | (641,357 | ) |  |  | (507,401 | )
Intangible assets, net |  | $ | 1,881,642 |  |  | $ | 1,963,277 |
Amortization expense totaled $133,956 and $123,858 for the years ended June 30, 2012 and 2011, respectively. Impairment of Long-Lived Assets Pursuant to guidance established for impairment or disposal of assets, the Company assesses impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. When an assessment for impairment of long-lived assets, long-lived assets to be disposed of, and certain identifiable intangibles related to those assets is performed, the Company is required to compare the net carrying value of long-lived assets on the lowest level at which cash flows can be determined on a consistent basis to the related estimates of future undiscounted net cash flows for such assets. If the net carrying value exceeds the net cash flows, then an impairment is recognized to reduce the carrying value to the estimated fair value, generally equal to the future discounted net cash flow. For the years ended June 30, 2012 and 2011 management has concluded that there are no indications of impairment. Concentration of Credit Risk Accounting guidance for financial instruments requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. Financial instruments with significant credit risk include cash and marketable securities. At June 30, 2012, the Company had $18,354,156 in cash accounts at one financial institution, $1,292,685 in foreign banks for our Mexico and Japan related businesses and $5,000,745 in an investment management account at another financial institution. As of June 30, 2012 and 2011 and periodically throughout the year the Company’s cash balances exceeded federally insured limits. Revenue Recognition We ship the majority of our product directly to the consumer via UPS and receive substantially all payment for these sales in the form of credit card receipts. Revenue from direct product sales to customers is recognized upon passage of title and risk of loss to customers when product is shipped from the fulfillment facility. Estimated returns are recorded when product is shipped. The Company’s return policy is to provide a 30-day money back guarantee on orders placed by customers. After 30 days, the Company does not issue refunds to direct sales customers for returned product. In the network marketing sales channel, the Company allows terminating distributors to return unopened unexpired product that they have purchased within the prior twelve months, subject to certain consumption limitations. The Company establishes the returns reserve based on historical experience. The returns reserve is evaluated on a quarterly basis. As of June 30, 2012 and June 30, 2011, the Company’s reserve balance for returns and allowances was $862,602 and $435,135, respectively. Shipping and Handling Shipping and handling costs associated with inbound freight and freight out to customers including independent distributors are included in cost of sales. Shipping and handling fees charged to all customers are included in sales. Research and Development Costs The Company expenses all costs related to research and development activities as incurred. Research and development expenses for the years ended June 30, 2012 and 2011 were $1,359,055 and $508,603, respectively. Stock-Based Compensation The Company began using the fair value approach, effective beginning in the first quarter of fiscal 2007, to account for stock-based compensation, in accordance with the modified version of prospective application as prescribed by accounting guidance on stock compensation. The Company adopted and the shareholders approved the Company’s 2007 Long-Term Incentive Plan (the “2007 Plan”), effective November 21, 2006, to provide incentives to certain employees, officers, directors and consultants who contribute to the strategic and long-term performance objectives and growth of the Company. A maximum of 10,000,000 shares of the Company’s common stock can be issued under the 2007 Plan in connection with the grant of awards. Awards to purchase common stock have been granted pursuant to the 2007 Plan and are outstanding to various employees, officers, directors, Scientific Advisory Board (“SAB”) members and independent distributors at prices between $0.21 and $1.50 per share, with initial vesting periods that ranged from one to three years. Awards expire in accordance with the terms of each award and the shares subject to the award are added back to the 2007 Plan upon expiration of the award. As of June 30, 2012 there were awards outstanding, net of awards expired, for the purchase in aggregate of 6,927,160 shares of the Company’s common stock. As of June 30, 2012 there were 26,269 shares available for issuance under the 2007 Plan. The Company adopted and the shareholders approved the Company’s 2010 Long-Term Incentive Plan (the “2010 Plan”), effective November 19, 2010, to provide incentives to certain employees, officers, directors and consultants who contribute to the strategic and long-term performance objectives and growth of the Company. A maximum of 6,900,000 shares of the Company’s common stock can be issued under the 2010 Plan in connection with the grant of awards. Awards to purchase common stock have been granted pursuant to the 2010 Plan and are outstanding to various employees, officers and directors at prices between $0.63 and $3.53, vesting over one to four year periods. As of June 30, 2012 there were awards outstanding, net of awards expired, for the purchase in aggregate of 4,029,836 shares of the Company’s common stock. As of June 30, 2012 there were 2,510,164 shares available for issuance under the 2010 Plan. Compensation expense was calculated using the fair value method during the fiscal years ended June 30, 2012 and 2011 using the Black-Scholes option pricing model. The following assumptions were used for options and warrants granted during the years ended June 30, 2012 and 2011:
| 1. | risk-free interest rate of between 0.59 and 1.41 percent in fiscal 2012 and between 1.33 and 2.64 percent in fiscal 2011;
| 2. | dividend yield of -0- percent in fiscal 2012 and 2011;
| 3. | expected life of 3.0 to 6.65 years in fiscal 2012 and 2011;
| 4. | a volatility factor of the expected market price of the Company’s common stock of between 119 and 137 percent in fiscal 2012 and between 125 and 129 percent in fiscal 2011.
The Company follows Staff Accounting Bulletin (“SAB”) 107 guidance to estimate the expected life of the options. The guidance provides a simplified method for estimating the expected life of the options. The Company uses this method because it believes that it provides a better estimate than the Company’s historical data as post vesting exercises have been limited. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. In December 2011, we determined it was more likely than not that the deferred tax asset would be realized and as a result we released the valuation allowance we had established resulting in a net benefit of $2,802,000 which represents the benefit expected to be realized in future years. The Company recognizes tax benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized is the largest benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement. Income (Loss) Per Share Basic income (loss) per share is computed by dividing the net income or loss by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is computed by dividing net income (loss) by the weighted average common shares and potentially dilutive common share equivalents. The effects of approximately 36 million common shares issuable as of June 30, 2011 pursuant to the convertible debentures and warrants issued in the Company’s private placement offerings, compensation based warrants issued by the Company and the Company’s 2007 and 2010 Long-Term Incentive Plans are not included in computations when their effect is antidilutive. Because the Company incurred a net loss for the year ended June 30, 2011 the basic and diluted average outstanding shares are the same, as including the additional potential common share equivalents would have an antidilutive effect on the loss per share calculation. The following is a reconciliation of earnings per share and the weighted-average common shares outstanding for purposes of computing basic and diluted net income per share:
|  | Year ended June 30, |
|  | 2012 |  |  | 2011 |
Numerator: |  |  |  |  |  |  |  |
Net income (loss) |  | $ | 12,469,077 |  |  | $ | (50,791,750 | )
Denominator: |  |  |  |  |  |  |  |
Basic weighted-average common shares outstanding |  |  | 102,695,919 |  |  |  | 73,173,498 |
Effect of dilutive securities: |  |  |  |  |  |  |  |
Stock awards and options |  |  | 5,516,411 |  |  |  | — |
Warrants |  |  | 10,118,568 |  |  |  | — |
Diluted weighted-average common shares outstanding |  |  | 118,330,898 |  |  |  | 73,173,498 |
Basic |  | $ | 0.12 |  |  | $ | (0.69 | )
Diluted |  | $ | 0.11 |  |  | $ | (0.69 | )
Foreign currency translation A portion of the Company’s business operations occurs outside the United States. The local currency of each of the Company’s subsidiaries is considered its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the consolidated balance sheets and transaction gains and losses are included in other income and expense in the consolidated financial statements. Segment Information The Company operates in a single operating segment by selling products to a global network of independent distributors that operates in a seamless manner from market to market. Selling expenses are the Company’s largest expense comprised of the commissions paid to its worldwide independent distributors. The Company manages its business primarily by managing its global network of independent distributors. The Company reports revenue in two geographic regions: Americas and Asia/Pacific. Substantially all long-lived assets are located in the U.S. Revenues by geographic area are as follows:
|  | Years ended June 30, |
|  | 2012 |  |  | 2011 |
Americas |  | $ | 90,121,702 |  |  | $ | 31,625,250 |
Asia/Pacific |  |  | 36,061,146 |  |  |  | 7,293,973 |
Total revenues |  | $ | 126,182,848 |  |  | $ | 38,919,223 |
Additional information as to the Company’s operations in the most significant geographical areas is set forth below:
|  | Years ended June 30, |
|  | 2012 |  |  | 2011 |
United States |  | $ | 89,230,031 |  |  | $ | 31,218,035 |
Japan |  |  | 35,449,236 |  |  |  | 7,293,973 |
New Accounting Pronouncements In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This guidance is effective for interim and annual reporting periods after December 15, 2011, and will be applied prospectively. The Company is currently evaluating the impact of adopting ASU 2011-04, but believes there will be no significant impact on its consolidated financial statements. In June 2011, the FASB issued ASU 2011-05 as amended by ASU 2011-12, Presentation of Comprehensive Income. ASU 2011-05 requires entities to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements of net income and other comprehensive income. The Company has early adopted this guidance effective September 30, 2011. In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02 “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment,” which permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired before performing quantitative impairment testing. The amendments do not change the measurement of impairment losses. This update is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. Management does not expect adoption of this ASU to have a material impact on the Company’s results of operations, financial position or cash flow.

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- Definition The entire disclosure for all significant accounting policies of the reporting entity. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18743-107790 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18854-107790 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 22 -Paragraph 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18861-107790 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18726-107790 + Details
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