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Discontinued Operations
12 Months Ended
Jun. 30, 2013
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

NOTE D- DISCONTINUED OPERATIONS

 

Major Categories of Assets and Liabilities Sold

 

On January 27, 2011, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Web Merchants, Inc., a Delaware corporation (“WMI”) and Fyodor Petrenko and Dmitrii Spetetchii, the holders of 100% of WMI’s capital stock (the “WMI Shareholders”), to acquire 100% of WMI’s issued and outstanding equity ownership in exchange for 28,394,400 shares of our common stock to the WMI Shareholders.  Dmitrii Spetetchii also received $100,000 in cash, which represented $79,000 for the repayment of a loan to WMI and $21,000 in consideration for signing a non-compete agreement with the Company.  Pursuant to the Purchase Agreement, WMI was to operate as a wholly owned subsidiary of the Company.

 

Effective October 1, 2011, the Company consummated the sale of its interest in its subsidiary WMI to Web Merchants Atlanta, LLC, an entity controlled by the President and former majority shareholder of WMI, Fyodor Petrenko. The sale took place pursuant to the terms of a definitive Stock Purchase Agreement (the “WMI Sale Agreement”).

 

Effective October 1, 2011, approximately 25.4 million shares of Liberator common stock owned by Mr. Petrenko were surrendered by Mr. Petrenko and placed into escrow until certain outstanding loans of the Company were either satisfied or WMI and Mr. Petrenko were provided with a written release of any liability as a guarantor. On February 7, 2012, the Company obtained the written releases described in the escrow agreement and the 25,394,400 shares were disbursed from escrow to the Company and the shares were retired.

 

Also effective at the closing of the transaction, (a) Fyodor Petrenko resigned as a director and Executive Vice President of the Company, and Rufina Bulatova resigned as Vice President - Online Marketing of the Company (b) the Voting Agreement between the Company, Louis S. Friedman and Fyodor Petrenko, dated January 27, 2011, was cancelled, and (c) the Employment Agreement between the Company and Fyodor Petrenko, dated January 27, 2011, was terminated and cancelled.

 

At October 1, 2011, the major categories of assets and liabilities of WMI were comprised of the following:

    
   October 1,
2011
ASSETS   
Current assets:   
Cash and cash equivalents  $170,572 
Accounts receivable, net   77,828 
Inventories, net   868,275 
Prepaid expenses   54,663 
Total current assets   1,171,338 
Equipment, net   49,446 
Intangible assets, net   836,260 
Goodwill   1,633,592 
      
Total assets  $3,690,636 
      
LIABILITIES     
Current liabilities:     
Accounts payable  $695,224 
Accrued compensation   24,381 
Accrued expenses and interest   38,797 
Total liabilities  $758,402 
      

The following table sets forth the components of discontinued operations:

   For the Period July 1, 2011 to October 1, 2011
Net sales  $2,626,608 
Cost of sales   1,739,277 
Gross profit   887,331 
Advertising expenses   315,551 
Other sales and marketing expenses   376,693 
General and administrative expenses   216,117 
Depreciation and amortization expenses   5,011 
Total operating expenses   913,372 
Loss from Operations of Discontinued Operations  $(26,041)