NOTE 7- DEBT

Current Debt

Effective February 6, 2008, the Company became indebted for an unsecured loan to a third party. As of June 30, 2015, the principal balance of this loan was $80,538. The loan is not collateralized, bears interest at an annual rate of 10% and is due on demand. As of June 30, 2015, the balance of the loan including accrued interest was $128,260.

June 2013 Loan and Security Agreement

On June 11, 2013, the Company and its wholly-owned subsidiaries Boomerang Sub, Inc., Boomerang USA Corp. and Boomerang MP Holdings Inc. (collectively with the Company, the “Borrowers” and individually, a “Borrower”), entered into a Loan and Security Agreement (the “Loan and Security Agreement”) dated as of June 6, 2013 with lenders who became a lender party thereto (together with any party which subsequently becomes a lender party, the “Lenders” and, individually, a “Lender”) and the Agent (as defined in the Loan and Security Agreement). Pursuant to the Loan and Security Agreement, Lenders committed to fund $4,750,000 principal amount of loans to the Borrowers. The Loan and Security Agreement contemplated that the aggregate principal amount of borrowings may be increased to $10,000,000 through commitments from additional Lenders who subsequently become a party to the Loan and Security Agreement.

On July 12, 2013 and August 6, 2013, the Borrowers entered into Amendments No. 1 (the “Amendment”) and No. 2 (the “2^nd Amendment”) to the Loan and Security Agreement (collectively “the Amendments”). Pursuant to the Amendments, the additional Lenders committed to fund an additional $3,100,000 principal amount of loans to the Borrowers, bringing aggregate commitments under the Loan and Security Agreement to $7,850,000.

On December 24, 2014, the Borrowers entered into Amendment No. 3 (the “3^rd Amendment”). Pursuant to the 3^rd Amendment, the maximum aggregate principal amount of borrowings under the Loan and Security Agreement was increased to $15,000,000. Additionally, Lenders and incremental lenders committed to fund an additional $7,050,000 principal amount of loans to the Borrowers, bringing aggregate commitments under the Loan and Security Agreement to $14,900,000.

On April 1, 2015, the Borrowers entered into Amendment No. 4 (the “4^rd Amendment”). Pursuant to the 4^rd Amendment, an incremental lender committed to fund an additional $50,000 principal amount of loans to the Borrowers, bringing aggregate commitments under the Loan and Security Agreement to $14,950,000.

As of September 30, 2014, the Company drew down an aggregate of $6,485,540 under the Loan and Security Agreement. The Company drew down an additional $6,864,460 during the nine months ended June 30, 2015, bringing the total amount of borrowings under the Loan and Security Agreement to $13,350,000 as of June 30, 2015.

The notes bear interest at the rate of 15% per annum, payable upon maturity. The maturity date of the Notes is May 31, 2016, subject to earlier prepayment upon acceleration of the occurrence of an event of default (as defined in the Loan and Security Agreement); provided further that the Company may prepay the Notes at any time without penalty. The Company accrued $459,925 and $1,099,440 of interest expense during the three and nine months ended June 30, 2015. Total accrued interest related to the Loan and Security Agreement was $2,001,582 as of June 30, 2015.

Pursuant to the Loan and Security Agreement, the Borrowers assigned, pledged and granted to the Lenders a security interest in substantially all of their respective assets, including their respective intellectual property, accounts, receivables, general intangibles, equipment, inventory, all of the proceeds and products of the foregoing and the Company’s equity interests in the other Borrowers.

As partial consideration for providing advances under the Loan and Security Agreement, the Company agreed to issue to each Lender warrants to purchase 20,000 shares of its common stock for each $100,000 advanced. The warrants are exercisable at $5.00 per share, subject to full-ratchet adjustment for issuance below the exercise price, subject to certain exceptions. The warrants expire on June 6, 2018. As a result of the issuance of shares of common stock in the Exchange Offer, the exercise price of the Loan and Security Agreement warrants was adjusted to $2.15 and the number of warrants issuable was adjusted to 46,512 for each $100,000 advanced.

Pursuant to draws under the Loan and Security Agreement during the year ended September 30, 2014, the Company issued warrants to purchase an aggregate of 3,016,674 shares of common stock. The Company valued these warrants at $1,944,688, recorded as a discount to long-term debt. During the nine months ended June 30, 2015, the Company amortized $522,354 of the debt discount.

Pursuant to draws under the Loan and Security Agreement during the nine months ended June 30, 2015, the Company issued warrants to purchase an aggregate of 3,192,701 shares of common stock. The Company valued these warrants at $2,682,718, recorded as a discount to long-term debt. This discount is being amortized over the life of the notes or until such time as the notes are repaid, or upon exercise of the warrants. The valuation of the warrants was determined using the Black-Scholes option pricing model with the following weighted assumptions: i) expected dividend rate of 0% ii) expected volatility of 31.40-35.05% iii) risk free interest rate of 1.29-1.63% and expected term of 3.10-3.66 years. During the nine months ended June 30, 2015, the Company amortized $544,592 of the debt discount related to these warrants.

The following officers, directors and 5% shareholders of the Company participated as Lenders in the Loan and Security Agreement:

Name	Commitment		Amount Funded as of June 30, 2015		Aggregate Number of Warrants Issuable		Warrants Issued as of June 30, 2015
The Estate of Gene Mulvihill⁽¹⁾	$	500,000	$	500,000		232,561		232,561
Sunset Marathon Partners LLC⁽²⁾	$	250,000	$	250,000		116,281		116,281
MRP Holdings LLC⁽³⁾	$	400,000	$	400,000		186,051		186,051
Burton I. Koffman and David Koffman⁽⁴⁾	$	750,000	$	750,000		348,850		348,850
Anthony P. Miele III⁽⁵⁾	$	25,000	$	25,000		11,631		11,631
Alexandria Equities, LLC⁽⁶⁾	$	700,000	$	700,000		325,585		325,585
Albert Behler⁽⁷⁾	$	400,000	$	400,000		186,051		186,051
Fox Hunt Wine Collectors, LLC⁽⁸⁾	$	1,000,000	$	1,000,000		465,117		465,117
James Gelly⁽⁹⁾	$	400,000	$	400,000		186,051		186,051

(1)

Gail Mulvihill and Andrew Mulvihill, the co-administrators of the estate, exercise voting and investment power over the shares issuable upon exercise of the Warrants. Gail Mulvihill is a principal stockholder of the Company and mother of Christopher, the Company’s President and a principal stockholder of the Company. Andrew Mulvihill is a brother of Christopher Mulvihill.

(2)

James Mulvihill, was a principal stockholder of the Company at the time we entered into the Loan and Security Agreement, has voting and investment power over the shares issuable upon exercise of the Warrants and is a brother of Christopher Mulvihill.

(3)

MRP Holdings LLC is owned by Mark Patterson, the Chairman of the Board of Directors, a principal stockholder and the former Chief Executive Officer of the Company.

(4)

Directly and indirectly through entities they control and by members of their families and entities they control, Burton Koffman and David Koffman are principal stockholders of the Company. In addition, David Koffman is a director of the Company.

(5)

Anthony P. Miele, III is a director of the Company.

(6)

Alexandria Equities, LLC was a principal stockholder of the Company at the time we entered into the Loan and Security Agreement.

(7)

Albert Behler is a principal stockholder of the Company.

(8)

Fox Hunt Wine Collectors, LLC, is managed by Peter Mulvihill, brother of Christopher Mulvihill.

(9)

James Gelly is the Chief Executive Officer and a director of the Company.

A majority of the principal amount of each series of convertible notes (due 2016, June 2017 and December 2017) consented to the Company’s entering into the Loan Agreement and increasing the secured indebtedness under the Loan Agreement, and acknowledged that the secured indebtedness under the Notes is senior in right of payment and otherwise to the convertible notes.

The Loan Agreement has terms which state that the Loan Agreement will be considered in default if, among other things, the Company or any other Borrower files a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code. The Company and the other Borrowers filed for a voluntary reorganization under the Bankruptcy Code, as discussed in Note 1 above, on August 18, 2015, and therefore the Company is considered in default on the Loan Agreement, although no demand letter or formal notification has been received from the lenders as of the date of this filing.

On May 18, 2015, the Company commenced an exchange offer for the outstanding notes under the Loan and Security Agreement. The Company offered to exchange the notes plus accrued interest thereon for common stock at the rate of $2.75 per share. On July 28, 2015, the Company terminated the exchange offer. On July 29, 2015, the Company commenced a tender offer for such notes and accrued interest thereon for common stock at the rate of $2.15 per share. Due to the Bankruptcy Filing, the Company does not expect to proceed with the tender offer.

Long-Term Debt

Private Placement Offering – November/December 2011

In November and December 2011, the Company issued to subscribers 6% convertible promissory notes (“2011 Notes”) in the aggregate principal amount of approximately $11.6 million and warrants (“2011 Warrants”) to purchase an aggregate of approximately 2.7 million shares of Common Stock of the Company in three (3) closings of a private placement (the “2011 Offering”). The 2011 Notes are due five years after the respective date of issuance and were initially convertible into Common Stock at $4.25 per share, subject to weighted average adjustment for issuances of common stock or common stock equivalents below the conversion price, subject to certain exceptions.

The Company valued the 2011 Warrants and the beneficial conversion features (“BCF”) of the 2011 Notes, and the resulting derivative liability, at $5,309,941 each for the 2011 Warrants and the BCF, for a total of $10,619,882 recorded as a discount to the convertible debt during the first quarter of fiscal 2012. This discount is being amortized over the life of the note or until such time as the note is repaid or converted, or upon exercise of the 2011 Warrants. The valuation of the 2011 Warrants, BCF, and the resulting derivative liability, were determined using the Black-Scholes option pricing model with the following weighted assumptions for all debt issuances: i) expected dividend rate of 0%, ii) expected volatility of 52.7%, iii) risk free interest rate of 0.9%, and iv) expected term of 5 years. During the nine months ended June 30, 2015, the Company amortized $174,907 of the of debt discount. Following the Exchange Offer on October 31, 2014 (described below), the remaining principal amount of 2011 Notes was $200,000 and the related discount to the convertible debt was $125,452. The Company amortized $18,818 of the remaining debt discount during the nine months ended June 30, 2015.

As of September 30, 2014, the aggregate fair value of the derivative was $646,120. The revaluation of the derivative as of June 30, 2015 resulted in a derivative value of $2,902. The change in fair value of the derivative from September 30, 2014 to June 30, 2015 resulted in a gain on the fair value of the derivative liability of $643,218. Substantially all of the increase in the gain on the fair value of the derivative was due to the reduction of the principal amount of the convertible notes as a result of the Exchange Offer. The derivative liability was revalued on June 30, 2015 using the Black-Scholes option pricing model with the following weighted assumptions: i) expected dividend rate of 0% ii) expected volatility of 31.40% iii) risk free interest rate of 1.63%, iv) expected term of 1.35 years and v) market price of $1.77.

In connection with the 2011 Offering, the Company issued warrants to the placement agent (the “Placement Agent Warrants”) to purchase shares of Common Stock. The Company issued an aggregate of 109,176 Placement Agent Warrants in November and December 2011 valued at $212,040. The Placement Agent Warrants were valued based on the Black-Scholes Model with assumptions similar to those used to value the 2011 Warrants issued to the purchasers of 2011 Notes in the 2011 Offering. The Placement Agent Warrants have similar terms to those issued to the convertible debt holders, including a reset provision included with the warrants if the Company should obtain equity financing at a price per share lower than that of the exercise price of the warrants. The Placement Agent Warrants, similar to the 2011 Warrants issued to the purchasers of 2011 Notes in the 2011 Offering, do not meet the definition of being indexed to the Company’s own stock in accordance with ASC 815-40. Accordingly, the Company has recorded a derivative liability for the value of the Placement Agent Warrants. The derivative liability valued at $12,896 at September 30, 2014 was revalued at $3,368 at June 30, 2015. The difference in valuation for the nine months ended June 30, 2015 was $9,528, accounted for as a gain on the fair value of derivative. The valuation at June 30, 2015 was valued based on the Black-Scholes Model with assumptions similar to those used to value the 2011 Warrants granted to the debt holders as of June 30, 2015.

As a result of the issuance of shares of common stock in the Exchange Offer, the conversion price of the 2011 Notes was adjusted to $3.00.

The 2011 Notes have terms which state that the 2011 Notes will be considered in default if, among other things, the Company files a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code. The Company filed for a voluntary reorganization under the Bankruptcy Code, as discussed in Note 1 above, on August 18, 2015, and therefore the Company is considered in default on the 2011 Notes, although no demand letter or formal notification has been received from the noteholders as of the date of this filing.

Private Placement Offering – June/July 2012

In June and July 2012, the Company issued to subscribers 6% convertible promissory notes due on June 14, 2017 (“2012 Notes”) in the aggregate principal amount of $6.2 million and warrants to purchase an aggregate of approximately 1.2 million shares of Common Stock (“2012 Warrants”) in a private placement (the “2012 Offering”).

The 2012 Notes were initially convertible into Common Stock at $5.00 per share, subject to weighted average adjustment for issuances of common stock or common stock equivalents below the conversion price, subject to certain exceptions. Additionally, the conversion price may not be adjusted below $0.25.

The Company valued the 2012 Warrants and the BCF at $1,956,517 each for a total of $3,913,034 recorded as a discount to the convertible debt during the third quarter of fiscal 2012. This discount is being amortized over the life of the 2012 Notes or until such time as the 2012 Notes are repaid or converted, or upon exercise of the 2012 Warrants. The valuation of the 2012 Warrants and BCF were determined using the Black-Scholes option pricing model with the following weighted assumptions for all debt issuances: i) expected dividend rate of 0% ii) expected volatility of 53.43% iii) risk free interest rate of 0.9% and expected term of 5 years. During the nine months ended June 30, 2015, the Company amortized $63,322 of the of debt discount. Following the Exchange Offer on October 31, 2014 (described below), the remaining principal amount of 2012 Notes was $200,000 and the related discount to the convertible debt was $126,424. The Company amortized $18,964 of the remaining debt discount during the nine months ended June 30, 2015.

As a result of the issuance of shares of common stock in the Exchange Offer, the conversion price of the 2012 Notes was adjusted to $3.31.

The 2012 Notes have terms which state that the 2012 Notes will be considered in default if, among other things, the Company files a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Code. The Company filed for a voluntary reorganization under the Bankruptcy Code, as discussed in Note 1 above, on August 18, 2015, and therefore the Company is considered in default on the 2012 Notes, although no demand letter or formal notification has been received from the noteholders as of the date of this filing.

Private Placement Offering – December 2012

In December 2012 and March 2013, the Company issued to subscribers 6% convertible notes due on December 28, 2017 (the “December 2012 Notes”) in the aggregate principal amount of approximately $3.1 million and warrants to purchase an aggregate of 615,000 shares of Common Stock (the “December 2012 Warrants”) in a private placement (the “December 2012 Offering”).

The December 2012 Notes were initially convertible into Common Stock at $5.00 per share, subject to full ratchet adjustment for issuances of Common Stock or Common Stock equivalents below the conversion price, subject to certain exceptions, and subject to weighted average anti-dilution adjustment for issuances of Common Stock as payment of interest on the Notes, the 2012 Notes and the December 2012 Notes. Additionally, the conversion price may not be adjusted below $0.25.

The Company valued the December 2012 Warrants and the BCF at $962,904 each for a total of $1,925,808 recorded as a discount to the convertible debt during the first quarter of fiscal 2013. This discount is being amortized over the life of the December 2012 Notes or until such time as the December 2012 Notes are repaid or converted, or upon exercise of the December 2012 Warrants. The valuation of the December 2012 Warrants and BCF were determined using the Black-Scholes option pricing model with the following weighted assumptions for all debt issuances: i) expected dividend rate of 0% ii) expected volatility of 52.92% iii) risk free interest rate of 0.72% and expected term of 5 years. During the nine months ended June 30, 2015, the Company amortized $32,124 of the of debt discount. The entire principal amount of the December 2012 Notes, plus accrued and unpaid interest on October 31, 2014, was exchanged as part of the Exchange Offer on October 31, 2014 (described below).

Exchange Offer

On October 31, 2014, the Company completed an offer to exchange outstanding convertible notes and warrants, for the issuance of common stock at the rate of $2.15 per share in exchange for the entire balance (principal and interest) of the notes and warrants issued with the applicable note. The Company exchanged $20.5 million principal amount of the previously outstanding $20.9 million of convertible notes and 4,859,409 warrants for 9,583,384 shares of common stock in the exchange offer. Following the offer to exchange, $200,000 principal amount 2011 Notes and $200,000 principal amount 2012 Notes remain outstanding, at conversion ratios of $3.00 and $3.31 per share, respectively, and 66,667 2011 Warrants and 60,424 2012 Warrants remain outstanding with an exercise price of $3.00 and $3.31, respectively. Immediately prior to exchanging their notes in the Exchange Offer, holders of a majority of the principal amount of each of the series of notes consented to the Company (i) issuing debt from time to time on terms which may be approved by the Company’s Board of Directors, in an aggregate amount up to $100,000,000, which debt may be secured or unsecured and senior or subordinated to or pari passu with, the Notes, (ii) entering into transactions with its officers, directors, employees and affiliates on terms approved by a majority of the Company’s independent and disinterested directors from time to time, (iii) declaring and paying dividends and making distributions to its holders of common stock as may be approved by the Company’s Board of Directors from time to time and (iv) purchasing or acquiring shares of the Company’s common stock or other equity securities, including the notes and warrants, on terms as may be approved by the Company’s Board of Directors from time to time.

The Company accounted for the Exchange Offer as an induced conversion under the criteria established in ASC 470-20-40. In accordance with ASC 470-20-40, the Company recognized an expense equal to the fair value of the shares issued in the Exchange Offer in excess of the fair value of shares issuable at the stated conversion rates of the 2011 Notes, 2012 Notes and December 2012 Notes. This resulted in a debt conversion expense of $9,350,726 for the nine months ended June 30, 2015.

Long-Term Note – Related Party

In March 2015, Boomerang and SB&G Properties, LC, restructured the $573,982 due to related party for deferred rent through the issuance of a promissory note in the amount of $500,000. The note accrues interest at a rate of four percent (4%) annually on the outstanding principal with all accrued principal and interest due on or before February 28, 2020. Accordingly, the Company reclassified the debt from a current liability to a non-current liability on its balance sheet for the period ending June 30, 2015.

	Principal
	As of
	6/30/2015		9/30/2014		Maturity Date	Interest Rate			Secured
	(unaudited)
Current Debt- Third Party:
Loan Payable- Third Party	$	80,538	$	80,538	Upon Demand		10	%	No
Equipment Note Payable (current portion)		-		9,024	1/15/2015		6	%	Yes
Notes – June 2013 Loan Agreement		9,625,300		-	5/31/2016		15	%	Yes
Discount on Notes		(3,340,382)		-
Amortization of Discount		1,322,185		-
Total Current Debt- Third Party	$	7,687,641	$	89,562

Current Debt- Related Party:
Notes – June 2013 Loan Agreement	$	3,724,700	$	-	5/31/2016		15	%	Yes
Discount on Notes		(1,287,024)		-
Amortization of Discount		526,034		-
Total Current Debt- Related Party	$	2,963,710	$	-

Long-Term Debt – Third Party:
Notes – June 2013 Loan Agreement	$	-	$	4,729,866	5/31/2016		15	%	Yes
Convertible Notes – 2011 Offering		-		3,665,763	11/1/2016		6	%	No
Convertible Notes – 2011 Offering		200,000		1,250,000	11/18/2016		6	%	No
Convertible Notes – 2011 Offering		-		925,000	12/9/2016		6	%	No
Convertible Notes – 2012 Offering		200,000		4,065,000	6/14/2017		6	%	No
Convertible Notes – Dec 2012 Offering		-		1,230,000	12/28/2017		6	%	No
Discount on Notes		(251,876)		(10,073,448)
Amortization of Discount		167,791		5,077,137
Total Long-Term Debt – Third Party	$	315,915	$	10,869,318

Long-Term Debt- Related Party:
Notes – June 2013 Loan Agreement	$	-	$	1,755,674	5/31/2016		15	%	Yes
Convertible Notes – 2011 Offering		-		5,683,757	11/1/2016		6	%	No
Convertible Notes – 2011 Offering		-		100,000	11/18/2016		6	%	No
Convertible Notes – 2012 Offering		-		2,135,000	6/14/2017		6	%	No
Convertible Notes – Dec 2012 Offering		-		1,845,000	12/28/2017		6	%	No
Long-Term Note – Related Party		500,000		-	2/28/2020		4	%	No
Discount on Notes		-		(8,329,964)
Amortization of Discount		-		4,335,717
Total Long-Term Debt- Related Party	$	500,000	$	7,525,184

The aggregate maturities of our long-term debt are as follows:

Twelve months ended
June 30, 2017	$	400,000
June 30, 2018		-
June 30, 2019		-
June 30, 2020		500,000
Total	$	900,000