10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2013

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 000-53314

Liberator, Inc.

(Exact name of registrant as specified in this charter)

Florida (State or other jurisdiction of incorporation or organization) 59-3581576 (I.R.S. Employer Identification No.)

2745 Bankers Industrial Drive, Atlanta, Georgia 30360

(Address of principal executive offices and zip code)

(770) 246-6400

(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 period that 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 definition of large accelerated filer,” accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company x
		(Do not check if a smaller reporting company)

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

As of February 14, 2014 there were 70,702,596 shares of the registrant’s common stock outstanding.

LIBERATOR, INC.

TABLE OF CONTENTS

		Page Number
	PART I – FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets –
	At December 31, 2013 (unaudited) and June 30, 2013	3
	Condensed Consolidated Statements of Operations –
	For the Three and Six Months Ended December 31, 2013 and December 31, 2012 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows –
	For the Six Months Ended December 31, 2013 and December 31, 2012 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	25
ITEM 4.	Controls and Procedures	25
	PART II – OTHER INFORMATION
ITEM 1.	Legal Proceedings	26
ITEM 1A.	Risk Factors	26
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
ITEM 3.	Defaults Upon Senior Securities	26
ITEM 4.	Mine Safety Disclosures	26
ITEM 5.	Other Information	26
ITEM 6.	Exhibits	26
SIGNATURES		27

2

PART I FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

LIBERATOR, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

ASSETS  Current assets:	December 31, 2013 (unaudited)			June 30, 2013
Cash and cash equivalents	$	755,824		$	397,860
Accounts receivable, net		861,822			522,900
Inventories, net		1,330,647			1,409,703
Prepaid expenses		86,222			76,932
Total current assets		3,034,515			2,407,395
Equipment and leasehold improvements, net		685,384			756,990
Other assets		4,479			4,479
Total assets	$	3,724,378		$	3,168,864
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,749,048		$	1,607,765
Accrued compensation		252,669			214,110
Accrued expenses and interest		212,667			232,714
Line of credit		896,918			366,196
Current portion of leases payable		22,631			21,422
Current portion of deferred rent payable		73,948			67,963
Merchant cash advance (net of discount)		102,899			349,952
Short-term unsecured notes payable		698,149			664,625
Convertible notes payable - shareholder		625,000			—
Notes payable - related party		116,000			116,000
Total current liabilities		4,749,929			3,640,747
Long-term liabilities:
Leases payable		53,426			40,927
Deferred rent payable		88,579			125,553
Unsecured note payable		300,000			300,000
Unsecured lines of credit		4,459			12,535
Convertible notes payable - shareholder		—			625,000
Total long-term liabilities		446,464			1,104,015
Total liabilities		5,196,393			4,744,762
Commitments and contingencies (Note 14)		—			—
Stockholders’ deficit:
Preferred stock, 5,700,000 shares authorized, $0.0001 par value none issued and outstanding		—			—
Series A Convertible Preferred stock, 4,300,000 shares authorized $0.0001 par value, 4,300,000 shares issued and outstanding with a liquidation preference of $1,000,000 as of December 31, 2013 and June 30, 2013		430			430
Common stock of $0.01 par value, 175,000,000 shares authorized; 70,702,596 shares issued and outstanding at December 31, 2013 and at June 30, 2013		707,026			707,026
Additional paid-in capital		5,800,044			5,764,331
Accumulated deficit		(7,979,515	)		(8,047,685	)
Total stockholders’ deficit		(1,472,015	)		(1,575,898	)
Total liabilities and stockholders’ deficit	$	3,724,378		$	3,168,864

See accompanying notes to unaudited interim financial statements.

3

LIBERATOR, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
Net Sales	$	4,157,313		$	3,980,856		$	7,501,030		$	7,191,031
Cost of goods sold		3,035,481			2,800,113			5,325,131			5,001,513
Gross profit		1,121,832			1,180,743			2,175,899			2,189,518
Operating expenses
Advertising and promotion		126,800			162,736			212,627			264,364
Other selling and marketing		263,888			381,342			663,682			697,831
General and administrative		487,491			400,932			917,357			856,356
Depreciation and amortization		57,121			45,156			114,970			88,963
Total operating expenses		935,300			990,166			1,908,636			1,907,514
Income from operations		186,532			190,577			267,263			282,004
Other Income (Expense):
Interest income		50			215			112			312
Interest (expense) and financing costs		(91,470	)		(84,284	)		(199,205	)		(169,331	)
Loss on disposal of assets		—			(2,801	)		—			(2,801	)
Total Other Expense		(91,420	)		(86,870	)		(199,093	)		(171,820	)
Income from before income taxes		95,112			103,707			68,170			110,184
Provision for income taxes		—			—			—			—
Net income	$	95,112		$	103,707		$	68,170		$	110,184
Net income per share
Basic	$	0.00		$	0.00		$	0.00		$	0.00
Diluted	$	0.00		$	0.00		$	0.00		$	0.00
Shares used in computing net income (loss) per share
Basic		70,702,596			70,702,596			70,702,596			70,702,596
Diluted		70,702,596			70,702,596			70,702,596			70,702,596

See accompanying notes to unaudited interim financial statements.

4

LIBERATOR, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Six Months Ended
	December 31,
	2013			2012
OPERATING ACTIVITIES:
Net income	$	68,170		$	110,184
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		114,970			88,963
Amortization of debt discount		—			14,400
Stock based compensation expense		35,713			19,609
Loss on disposal of fixed asset		—			2,801
Provision for bad debt		1,523			9,240
Deferred rent payable		(30,989	)		(25,669	)
Changes in operating assets and liabilities:
Accounts receivable		(340,445	)		(123,873	)
Inventories		79,056			(217,166	)
Prepaid expenses and other assets		(9,290	)		9,220
Accounts payable		141,283			210,161
Accrued compensation		38,559			(8,031	)
Accrued expenses and interest		(20,047	)		(14,324	)
Net cash provided by operating activities		78,503			75,515
INVESTING ACTIVITIES:
Investment in equipment and leasehold improvements		(12,385	)		(196,483	)
Net cash used in investing activities		(12,385	)		(196,483	)
FINANCING ACTIVITIES:
Net cash provided by (used in) line of credit		530,722			(40,857	)
Net (repayment) borrowing of credit card cash advance		(247,053	)		282,277
Repayment of unsecured line of credit		(8,076	)		(12,869	)
Proceeds from issuance of debt		—			250,000
Net proceeds (repayment) of short-term debt		33,524			(203,613	)
Principal payments on equipment note payable and capital leases		(17,271	)		(18,720	)
Net cash provided by financing activities		291,846			256,218
Net increase in cash and cash equivalents		357,964			135,250
Cash and cash equivalents at beginning of period		397,860			494,420
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	755,824		$	629,670
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non cash item:
Additions to capital leases	$	30,979		$	23,850
Cash paid during the period for:
Interest	$	185,988		$	196,114
Income taxes	$	—		$	—

See accompanying notes to unaudited interim financial statements.

5

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

Liberator, Inc. (the “Company” or “Liberator”) was incorporated in the State of Florida on February 25, 1999. References to the “Company” in these notes include the Company and its wholly owned subsidiaries, OneUp Innovations, Inc. (“OneUp”), and Foam Labs, Inc. (“Foam Labs”).

The Company is a designer and manufacturer of various specialty furnishings for the sexual wellness market.  The Company has also become an online retailer of products for the sexual wellness market.  The Company’s sales and manufacturing operation are located in the same facility in Atlanta, Georgia.  Sales are generated through internet and print advertisements.  We have a diversified customer base with no particular concentration of credit risk in one economic sector.  For the three months and six months ended December 31, 2013, sales to Customer A accounted for 12% and 13% of our total sales, respectively. Foreign operations and foreign net sales are not material. Our business is seasonal and as a result we typically experience higher sales in our second and third quarters.

The accompanying unaudited condensed consolidated interim financial statements of Liberator, Inc. and all of its wholly-owned subsidiaries (collectively, the "Company" “we” or "Liberator") included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments considered necessary for fair presentation have been included. The year-end condensed balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the six months ended December 31, 2013 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

Going Concern - The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. As of December 31, 2013, the Company has an accumulated deficit of $7,979,515 and a working capital deficit of $1,715,414. This raises substantial doubt about to its ability to continue as a going concern.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern.

These actions include an ongoing initiative to increase gross profit margins through improved production controls and reporting. We also plan to manage discretionary expense levels to be better aligned with current and expected revenue levels.  Furthermore, our plan of operation for the next twelve months continues a strategy for growth within our existing lines of business with an on-going focus on growing domestic sales. We estimate that the operational growth plans we have identified will require approximately $300,000 of funding. We expect to invest approximately $150,000 on sales and marketing programs, primarily sexual wellness advertising in magazines, on the internet and on cable television. We will also be exploring the opportunity to acquire other compatible businesses.

We plan to finance the required $300,000 with a combination of anticipated cash flows from operations over the next twelve months as well as cash on hand and cash we will seek to obtain through equity and debt financings.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  However, management cannot provide any assurances that the Company will be successful in accomplishing these plans.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

6

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These condensed consolidated financial statements include the accounts and operations of our wholly owned operating subsidiaries, OneUp Innovations, Inc. and Foam Labs, Inc. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  These condensed consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements contained in the Company’s report on Form 10-K for the year ended June 30, 2013 filed on September 30, 2013.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the period reported.  Management reviews these estimates and assumptions periodically and reflects the effect of revisions in the period that they are determined to be necessary.  Actual results could differ from those estimates and assumptions.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Significant estimates in these condensed consolidated financial statements include estimates of: asset impairment; income taxes; tax valuation reserves; allowances for doubtful accounts; share-based compensation; and useful lives for depreciation and amortization.  Actual results could differ materially from these estimates.

Revenue Recognition   

We recognize revenues as goods are shipped to customers and title is transferred. The criteria for recognition of revenue are when persuasive evidence that an arrangement exists and both title and risk of loss have passed to the customer, the price is fixed or determinable, and collectability is reasonably assured. Sales returns and allowances are estimated and recorded as a reduction to sales in the period in which sales are recorded.

The Company records product sales net of estimated product returns and discounts from the list prices for its products. The amounts of product returns and the discount amounts have not been material to date. The Company includes shipping and handling costs in cost of product sales.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

7

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

Allowance for Doubtful Accounts

The allowance for doubtful accounts reflects management's best estimate of probable credit losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specifically identified nonpaying accounts and other currently available evidence. The Company reviews its allowance for doubtful accounts monthly with a focus on significant individual past due balances over 90 days. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers.

The following is a summary of Accounts Receivable as of December 31, 2013 and June 30, 2013.

	December 31, 2013			June 30, 2013
Accounts receivable	$	875,468		$	555,628
Allowance for doubtful accounts		(2,248	)		(4,986	)
Allowance for discounts and returns		(11,398	)		(27,742	)
Total accounts receivable, net	$	861,822		$	522,900

Inventories and Inventory Reserves

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Market is defined as sales price less cost to dispose and a normal profit margin.  Inventory costs include materials, labor, depreciation and overhead.

Concentration of Credit Risk

The Company maintains its cash accounts with banks located in Georgia.  The total cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per bank.  The Company had bank balances on deposit at December 31, 2013 that exceeded the balance insured by the FDIC by $591,248.  Accounts receivable are typically unsecured and are derived from revenue earned from customers primarily located in North America and Europe.

During the six month ended December 31, 2013, we purchased 27% and 19% of total inventory purchases from two vendors.

During the fiscal year ended June 30, 2013, we purchased 30% and 18% of total inventory purchases from two vendors.

As of December 31, 2013 one of the Company’s customers represents 23% of the total accounts receivables.

Fair Value of Financial and Derivative Instruments

At December 31, 2013, our financial instruments included cash and cash equivalents, accounts receivable, accounts payable, and other long-term debt.

The fair values of these financial instruments approximated their carrying values based on either their short maturity or current terms for similar instruments.

The Company measures the fair value of its assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value inaccordance with generally accepted accounting principles and expands disclosures about fair value measurements.ASC 820 does not require any new fair value measurements, but its provisions apply to all other accountingpronouncements that require or permit fair value measurement.

8

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

ASC 820 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly such as quoted prices for similar assets or liabilities or market-corroborated inputs; and

Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

The valuation techniques that may be used to measure fair value are as follows:

A. Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

B. Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method.

C. Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Advertising Costs

Advertising costs are expensed in the period when the advertisements are first aired or distributed to the public. Prepaid advertising (included in prepaid expenses) was $35,746 at December 31, 2013 and $16,709 at June 30, 2013. Advertising expense for the three months ended December 31, 2013 and 2012 was $126,800 and $162,736, respectively. Advertising expense for the six months ended December 31, 2013 and 2012 was $212,627 and $264,364, respectively.

Research and Development

Research and development expenses for new products are expensed as they are incurred. Expenses for new product development totaled $26,958 and $27,471 for the three months ended December 31, 2013 and 2012, respectively. Expenses for new product development totaled $50,712 and $53,197 for the six months ended December 31, 2013 and 2012, respectively. Research and development costs are included in general and administrative expense.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over estimated service lives for financial reporting purposes of 2-10 years.

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. When properties are disposed of, the related costs and accumulated depreciation are removed from the respective accounts, and any gain or loss is recognized currently.

9

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

Impairment or Disposal of Long Lived Assets

Long-lived assets to be held are reviewed for events or changes in circumstances which indicate that their carrying value may not be recoverable. They are tested for recoverability using undiscounted cash flows to determine whether or not impairment to such value has occurred as required by FASB ASC Topic No. 360, Property, Plant, and Equipment. The Company has determined that there was no impairment at December 31, 2013.

Operating Leases

The Company leases its facility under a ten year operating lease that was signed in September 2005 and expires December 31, 2015. The lease is on an escalating schedule with the final year on the lease at $34,358 per month. The liability for this difference in the monthly payments is accounted for as a deferred rent liability,and the balance in this account at December 31, 2013 was $162,527. The rent expense under this lease for the six months ended December 31, 2013 and 2012 was $80,931. The Company also leases certain equipment under operating leases, as more fully described in Note 14 - Commitments and Contingencies.

Segment Information

We have identified three reportable sales channels:  Direct, Wholesale and Other.  Direct includes product sales through our three e-commerce sites and our single retail store. Wholesale includes Liberator branded products sold to distributors and retailers, non-Liberator products sold to retailers, and private label items sold to other resellers. The Wholesale category also includes contract manufacturing services, which consists of specialty items that are manufactured in small quantities for certain customers, and which, to date, has not been a material part of our business. Other consists principally of shipping and handling fees and costs derived from our Direct business and fulfillment service fees. For the three months and six months ended December 31, 2013, sales to Customer A accounted for 12% and 13% of our total sales, respectively.

The following is a summary of sales results for the Direct, Wholesale, and Other channels.

	Three Months Ended (unaudited)						Six Months Ended (unaudited)
	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012
Net Sales:
Direct	$	1,820,242		$	1,419,607		$	3,171,729		$	2,602,484
Wholesale		2,185,584			2,269,280			4,043,492			4,078,063
Other		151,487			291,969			285,809			510,484
Total Net Sales	$	4,157,313		$	3,980,856		$	7,501,030		$	7,191,031
Gross Margin:
Direct	$	900,914		$	702,395		$	1,564,919		$	1,304,594
Wholesale		324,470			497,694			799,084			917,118
Other		(103,552	)		(19,346	)		(188,104	)		(32,194	)
Total Gross Margin	$	1,121,832		$	1,180,743		$	2,175,899		$	2,189,518

10

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

Recently Adopted Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements.

Net Income Per Share

Basic net income per common share was determined by dividing net income applicable to common stockholders by the weighted average common shares outstanding during the period plus the effect of stock options using The Treasury Stock Method. 

	December 31,
	2013		2012
Common stock options		4,986,500		4,234,500
Common stock warrants		2,462,393		2,462,393
Convertible preferred stock		4,300,000		4,300,000
Convertible notes		7,545,455		4,375,000
Total		19,294,348		15,371,893

Income Taxes

We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets.  

Stock Based Compensation

We account for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation. We measure the cost of each stock option at its fair value on the grant date. Each award vests over the subsequent period during which the recipient is required to provide service in exchange for the award (the vesting period). The cost of each award is recognized as expense in the financial statements over the respective vesting period. All of the Company’s stock options are service-based awards.

Stock Issued for Services to other than Employees

Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by FASB ASC 505, which is measured as of the date required by FASB ASC 505, “Equity – Based Payments to Non-Employees”. In accordance with FASB ASC 505, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date”, which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

11

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

NOTE 3. STOCK-BASED COMPENSATION

Options

At December 31, 2013, the Company had the 2009 Stock Option Plan (the “Plan”), which is shareholder-approved and under which 5,000,000 shares are reserved for issuance until the Plan terminates on October 20, 2019.

Under the Plan, eligible employees and certain independent consultants may be granted options to purchase shares of the Company’s common stock. The shares issuable under the Plan will either be shares of the Company’s authorized but previously unissued common stock or shares reacquired by the Company, including shares purchased on the open market. As of December 31, 2013, the number of shares available for issuance under the Plan was 413,500.

The following table summarizes the Company’s stock option activities during the six months ended December 31, 2013:

	Number of Shares Underlying Outstanding Options			Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Intrinsic Value
Options outstanding as of June 30, 2013		3,583,500			3.8	$	.10	$	—
Granted		2,026,000			4.6	$	.05	$	—
Exercised		—			—	$	—	$	—
Forfeited or expired		(623,000	)		2.4	$	.07	$	—
Options outstanding as of December 31, 2013		4,986,500			4.0	$	.09	$	—
Options exercisable as of December 31, 2013		1,516,625			3.1	$	.12	$	—

The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price optionees would have received if all options had been exercised on the last business day of the period indicated, based on the Company’s closing stock price of $.045 for such day. 

There were 2,026,000 stock options granted during the six months ended December 31, 2013 and 2,444,000 stock options granted during the six months ended December 31, 2012. The value assumptions related to options granted during the six months ended December 31, 2013 and 2012, respectively, were as follows:

	Six Months  Ended December 31, 2013	Six Months  Ended December 31, 2012
Exercise Price:	$.045-$.051	$.06-$.10
Volatility:	231%-251%	40%-47%
Risk Free Rate:	.99%-1.04%	.43%-.60%
Vesting Period:	Immediate to 4 years	4 years
Forfeiture Rate:	0%	0%
Expected Life	4.1-4.5 years	4.5 years
Dividend Rate	0%	0%

12

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

The following table summarizes the weighted average characteristics of outstanding stock options as of

December 31, 2013:

		Outstanding Options						Exercisable Options
Exercise Prices		Number of Shares		Remaining Life  (Years)		Weighted Average  Price		Number of Shares		Weighted Average  Price
$	.05 to .09		3,785,000		4.2	$	.07		778,000	$	.06
$	.15 to .16		947,500		2.6	$	.16		548,125	$	.16
$	.20 to $.25		254,000		0.8	$	.25		190,500	$	.25
Total stock options			4,986,500		3.8	$	.10		1,516,625	$	.12

Stock-based compensation

We account for stock-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. We measure the cost of each stock option and at its fair value on the grant date. Each award vests over the subsequent period during which the recipient is required to provide service in exchange for the award (the vesting period). The cost of each award is recognized as expense in the financial statements over the respective vesting period.

Stock option-based compensation expense recognized in the condensed consolidated statements of operations for the six month period ended December 31, 2013 and 2012 are based on awards ultimately expected to vest, and is reduced for estimated forfeitures.

The following table summarizes stock option-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to the Plan:

	Three Months  Ended December 31,				Six Months  Ended December 31,
	2013		2012		2013		2012
Cost of Goods Sold	$	3,106	$	3,168	$	7,705	$	6,142
Other Selling and Marketing	1,723		893		3,951		1,827
General and Administrative	6,557		4,973		24,057		11,640
Total Stock-based Compensation Expense	$	11,386	$	9,034	$	35,713	$	19,609

 As of December 31, 2013, the Company’s total unrecognized compensation cost was $136,680, which will be recognized over the weighted average vesting period of 3 years.

NOTE 4. INVENTORIES, NET

Inventories are stated at the lower of cost (which approximates first-in, first-out) or market. Market is defined as sales price less cost to dispose and a normal profit margin.  Inventories consisted of the following:

	December 31, 2013		June 30, 2013
Raw materials	$	487,226	$	528,771
Work in process		139,573		138,240
Finished goods		703,848		742,692
Inventories, net	$	1,330,647	$	1,409,703

13

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

NOTE 5. EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Equipment and leasehold improvements are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment and furniture and fixtures, or the shorter of the remaining lease term or estimated useful lives for leasehold improvements.

Equipment and leasehold improvements consisted of the following:

	December 31, 2013				June 30, 2013				Estimated Useful Life
Factory Equipment		$	1,737,357			$	1,693,993		2-10 years
Computer Equipment and Software			867,677				867,677		5-7 years
Office Equipment and Furniture			166,996				166,996		5-7 years
Leasehold Improvements			343,120				343,120		10 years
Subtotal			3,115,150				3,071,786
Accumulated Depreciation			(2,429,766	)			(2,314,796	)
Total equipment and leasehold improvements, net		$	685,384			$	756,990

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amount to forecasted undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds its estimated future cash flows, then an impairment charge is recognized to the extent that the carrying amount exceeds the asset’s fair value. Management has determined no asset impairment occurred during the six months ended December 31, 2013.

NOTE 6. NOTES PAYABLE

Notes payable consisted of the following:

	December 31, 2013				June 30, 2013
Unsecured note payable for $250,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing December 6, 2013.  Secured by personal guarantee of majority stockholder.			-			121,584
Unsecured note payable for $250,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing January 10, 2014.  Secured by personal guarantee of majority stockholder.			10,564			140,784
Unsecured note payable for $130,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing April 4, 2014. Secured by personal guarantee of majority stockholder.			37,585			102,256
Unsecured note payable for $100,000 to an individual, with interest at 20% payable monthly; principal due in full on October 31, 2014.  Secured by personal guarantee of majority stockholder.			100,000			-
Unsecured note payable for $250,000to two individual shareholders with interest at 20%, principal and interest paid bi-weekly, maturing December 19, 2014. Secured by personal guarantee of majority stockholder.			250,000			-
Unsecured note payable for $100,000 to an individual, with interest at 20% payable monthly; principal due in full on July 31, 2012. Subsequent to June 30, 2012, the due date on this note was extended to July 31, 2013. Subsequent to June 30, 2013, the due date on this note was extended to July 31, 2015. Secured by personal guarantee of majority stockholder.			100,000			100,000
Unsecured note payable for $300,000 to an individual, with interest at 20%, principal and interest originally due in full on January 3, 2012; extended to January 3, 2013, then extended to January 3, 2014, with interest payable monthly and principal due on maturity.  Secured by personal guarantee of majority stockholder.			300,000			300,000
Unsecured note payable for $200,000 to an individual, with interest at 16%, principal and interest originally due on January 3, 2011, extended to May 1, 2013. Beginning May 31, 2011, the interest rate was increased to 20%, with interest payable monthly, and the principal due in full on May 1, 2013. Effective April 30, 2013, the due date on this note was extended to May 1, 2015. Secured by personal guarantee of majority stockholder.			200,000			200,000
Total unsecured notes payable			998,149			964,624
Less: current portion			(698,149	)		(664,624	)
Long-term unsecured notes payable		$	300,000		$	300,000

14

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

NOTE 7. SHORT TERM NOTES PAYABLE-RELATED PARTY 

	December 31, 2013		June 30, 2013
Unsecured note payable to an officer, with interest at 3.25%, due on demand	$	40,000	$	40,000
Unsecured note payable to an officer, with interest at 3.25%, due on demand		76,000		76,000
Total unsecured notes payable	$	116,000	$	116,000

NOTE 8. LINE OF CREDIT

 On May 24, 2011, the Company’s wholly owned subsidiary, OneUp and OneUp’s wholly owned subsidiary, Foam Labs entered into a credit facility with a finance company, Advance Financial Corporation, to provide it with an asset based line of credit of up to $750,000 against 85% of eligible accounts receivable (as defined in the agreement) for the purpose of improving working capital.  The term of the agreement was one year, renewable for additional one-year terms unless either party provides written notice of non-renewal at least 90 days prior to the end of the current financing period. The credit facility was secured by our accounts receivable and other rights to payment, general intangibles, inventory and equipment, and are subject to eligibility requirements for current accounts receivable. Advances under the agreement were charged interest at a rate of 2.5% over the lenders Index Rate.  In addition there was a Monthly Service Fee (as defined in the agreement) of up to 1.25% per month.  

On September 4, 2013, the credit agreement with Advance Financial Corporation was amended and restated to increase the asset based line of credit to $1,000,000 to include an Inventory Advance (as defined in the amended and restated receivable financing agreement) of up to the lesser of $300,000 or 75% of the eligible accounts receivable loan. In addition, the amended and restated agreement changed the interest calculation to prime rate plus 3% (as of December 31, 2013, the interest rate was 6.25%) and the Monthly Service Fee was changed to .5% per month.

The Company’s CEO, Louis Friedman, has personally guaranteed the repayment of the facility.  In addition, Liberator has provided its corporate guarantee of the credit facility.  On December 31, 2013, the balance owed under this line of credit was $896,918.  On December 31, 2013, we were current and in compliance with all terms and conditions of this line of credit.

Management believes cash flows generated from operations, along with current cash and investments as well as borrowing capacity under the line of credit should be sufficient to finance capital requirements required by operations. If new business opportunities do arise, additional outside funding may be required.

NOTE 9. CREDIT CARD ADVANCE

On October 4, 2012, the Company entered into an agreement with Credit Cash NJ, LLC whereby Credit Cash agreed to loan OneUp and Foam Labs a total of $400,000. The loan is secured by OneUp’s and Foam Lab’s existing and future credit card collections. Terms of the loan call for a repayment of $448,000, which includes a one-time finance charge of $48,000, approximately ten months after the funding date. On May 14, 2013, the loan was renewed for $400,000 and the remaining balance of $126,518 on the prior loan was repaid from the net proceeds of the renewal. At the time of the renewal, the Company had a balance of $14,400 in unamortized discount which was charged to interest expense during the fourth quarter. Terms of the renewal loan call for a repayment of $448,000, which includes a one-time finance charge of $48,000, approximately ten months after May 14, 2013. This will be accomplished by Credit Cash withholding a fixed amount each business day of $2,074 from OneUp’s credit card receipts until full repayment is made. The loan is guaranteed by the Company and is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman. As of December 31, 2013, the principle amount is $112,499, net of a discount of $9,600.

NOTE 10. UNSECURED LINES OF CREDIT

The Company has drawn cash advances on two unsecured lines of credit that are in the name of the Company and Louis S. Friedman. The terms of these unsecured lines of credit call for monthly payments of principal and interest, with interest rates ranging from 7% to 18%. The aggregate amount owed on the two unsecured lines of credit was $4,459 at December 31, 2013 and $12,535 at June 30, 2013.

15

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

NOTE 11. CONVERTIBLE NOTES PAYABLE - SHAREHOLDER

On June 24, 2009, the Company issued a 3% convertible note payable to Hope Capital with a face amount of $375,000. Hope Capital is a shareholder of the Company and was the majority shareholder of the Company before the merger with OneUp.  The note was convertible, at the holder’s option or the Company’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of August 15, 2012. Effective August 15, 2012, the note was amended to reduce the per share conversion price to $0.20 and extend the maturity date to August 15, 2013. Effective August 15, 2013, the note was amended again to reduce the per share conversion price to $0.125 and extend the maturity date to August 15, 2014. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. Upon maturity, the Company has the option to either repay the note plus accrued interest in cash or issue the equivalent number of shares of common stock at $.125 per share, unless such conversion would force the holders’ total ownership of common stock of the Company to exceed 9.9% of the total shares outstanding. As of December 31, 2013, the principle balance was $375,000 and accrued interest was $50,733.

On September 2, 2009, the Company issued a 3% convertible note payable to Hope Capital, Inc. with a face amount of $250,000. The note was convertible, at the holder’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of September 2, 2012. Effective September 2, 2012, the note was amended to reduce the per share conversion price to $0.10 and extend the maturity date to September 2, 2013. Effective September 2, 2013, the note was amended again to reduce the per share conversion price to $0.055 and extend the maturity date to September 2, 2014. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. Upon maturity, the Company has the option to either repay the note plus accrued interest in cash or issue the equivalent number of shares of common stock at $.055 per share, unless such conversion would force the holders’ total ownership of common stock of the Company to exceed 9.9% of the total shares outstanding. As of December 31, 2013, the principle balance was $250,000 and the accrued interest was $32,486.

NOTE 12. STOCKHOLDERS’ EQUITY

Common Stock- The Company’s authorized common stock was 175,000,000 shares at December 31, 2013 and June 30, 2013.  Common shareholders are entitled to dividends if and when declared by the Company’s Board of Directors, subject to preferred stockholder dividend rights. At December 31, 2013, the Company had reserved the following shares of common stock for issuance:

	December 31,
	2013
Shares of common stock subject to outstanding warrants		2,462,393
Shares of common stock reserved for issuance under the 2009 Stock Option Plan		5,000,000
Shares of common stock issuable upon conversion of the Preferred Stock		4,300,000
Shares of common stock issuable upon conversion of Convertible Notes		7,545,455
Total shares of common stock equivalents		19,307,848

Preferred Stock - On February 18, 2011, the Company filed an amendment to its Articles of Incorporation, effective February 9, 2011, authorizing the issuance of preferred stock and the Company now has 10,000,000 authorized shares of preferred stock, par value $.0001 per share, of which 4,300,000 shares have been designated and issued as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into one share of common stock and has a liquidation preference of $.2325 ($1,000,000 in the aggregate). Liquidation payments to the preferred holders have priority and are made in preference to any payments to the holders of common stock. In addition, each share of Series A Convertible Preferred Stock is entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.01; divided by (ii) the total number of Series A Convertible Preferred Shares issued and outstanding at the time of such vote. At each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors, holders of Series A Convertible Preferred Shares shall vote together with the holders of common shares as a single class.

16

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

Stock Purchase Warrants - As of December 31, 2013, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Prices		Expiration Dates
292,479	$	.50	June 26, 2014
1,292,479	$	.75	June 26, 2014
877,435	$	1.00	June 26, 2014
2,462,393

The following table summarizes the continuity of the Company’s share purchase warrants:

	Shares		Weighted Average Exercise Prices
Balance June 30, 2013		2,462,393	$	.81
Expired		—		—
Balance December 31, 2013		2,462,393	$	.81

NOTE 13. RELATED PARTIES

The Company has a subordinated note payable to the majority shareholder’s wife in the amount of $76,000. Interest on the note during the six months ended December 31, 2013 was accrued by the Company at the prevailing prime rate (which is currently 3.25%) and totaled $1,245. The accrued interest on the note as of December 31, 2013 was $11,296. This note is subordinate to all other credit facilities currently in place.

On June 24, 2009, the Company issued a 3% convertible note payable to Hope Capital with a face amount of $375,000. Hope Capital is a shareholder of the Company and was the majority shareholder of the Company before the merger with OneUp Innovations.  The note was convertible, at the holder’s option or the Company’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of August 15, 2012. Effective August 15, 2012, the note was amended to reduce the per share conversion price to $0.20 and extend the maturity date to August 15, 2013. On August 15, 2013, the note was further amended to reduce the per share conversion price to $.125 and extend the maturity date to August 15, 2014. Upon maturity, the Company has the option to either repay the note plus accrued interest in cash or issue the equivalent number of shares of common stock at $.125 per share, unless such conversion would force the holders’ total ownership of common stock of the Company to exceed 9.9% of the total shares outstanding. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. As of December 31, 2013, the principle balance was $375,000 and accrued interest was $50,733.

On September 2, 2009, the Company issued a 3% convertible note payable to Hope Capital.  The note was convertible, at the holder’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of September 2, 2012. Effective September 2, 2012, the note was amended to reduce the per share conversion price to $0.10 and extend the maturity date to September 2, 2013. Effective September 2, 2013, the note was amended again to reduce the per share conversion price to $0.055 and extend the maturity date to September 2, 2014. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. As of December 31, 2013, the principle balance was $250,000 and the accrued interest was $32,486.

On October 30, 2010, Mr. Friedman, loaned the Company $40,000. Interest on the loan during the six months ended December 31, 2013 was accrued by the Company at the prevailing prime rate (which was 3.25% on December 31, 2013) and totaled $655. The accrued interest on the note as of December 31, 2013 was $4,184. This note is subordinate to all other credit facilities currently in place.

17

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

On January 3, 2011, an individual loaned the Company $300,000 with an interest rate of 20%. Interest on the loan is being paid monthly, with the principal due in full on January 3, 2012; extended to January 3, 2013; then extended to January 2, 2015 with interest payable monthly and principle due on maturity. Louis Friedman, the Company’s CEO, personally guaranteed the repayment of the loan obligation.

The Company’s CEO, Louis Friedman, has personally guaranteed the repayment of the loan obligation to Advance Financial Corporation (see Note 8 – Line of Credit).  In addition, Liberator has provided its corporate guarantees of the credit facility.  On December 31, 2013, the balance owed under this line of credit was $896,918.

On July 20, 2011, the Company issued an unsecured promissory note to an individual for $100,000. Terms of the promissory note call for monthly interest payments of $1,667 (equal to interest at 20% per annum), with the principal amount due in full on July 31, 2012. On July 31, 2012, the note was extended to July 31, 2013 under the same terms. Prior to June 30, 2013, the note was extended to July 31, 2015 under the same terms. Repayment of the promissory note is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.

On December 10, 2012, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on December 6, 2013. This note was paid in full on December 6, 2013.

On January 14, 2013, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on January 10, 2014. Mr. Friedman has personally guaranteed the repayment of the loan obligation. This note was paid in full on January 10, 2014.

On October 31, 2013, the Company issued an unsecured promissory note to an individual for $100,000. Terms of the promissory note call for monthly interest payments of $1,667 (equal to interest at 20% per annum) beginning on November 30, 2013, with the principal amount due in full on or before October 31, 2014. Repayment of the promissory note is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.

On December 19, 2013, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on December 19, 2014. Mr. Friedman has personally guaranteed the repayment of the loan obligation.

The loan from Credit Cash (see Note 9 – Credit Card Advance) is guaranteed by the Company (including OneUp and Foam Labs) and is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.  

NOTE 14. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its facility under a ten year operating lease that was signed in September 2005 and expires December 31, 2015. Lease payments are on an escalating schedule with the final year on the lease at $34,358 per month. The liability for this difference in the monthly payments is accounted for as a deferred rent liability, and the balance in this account at December 31, 2013 was $162,527 and $193,516 at June 30, 2013. The rent expense under this lease for the three months ended December 31, 2013 and 2012 was $80,931.

The Company also leases certain postage equipment under an operating lease.  The monthly lease is $104 per month and expires January 2017.

The Company entered into an operating lease for certain material handling equipment in September 2010.  The monthly lease amount is $1,587 per month and expires in September 2015.

18

LIBERATOR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012 (UNAUDITED)

Future minimum lease payments under non-cancelable operating leases at December 31, 2013 are as follows:

Years ending June 30,
2014 (six months)	$	208,980
2015		425,274
2016		210,569
Thereafter through 2017		1,038
Total minimum lease payments	$	845,861

Capital Leases

The Company has acquired equipment under the provisions of long-term leases. For financial reporting purposes, minimum lease payments relating to the equipment have been capitalized. The leased properties under these capital leases have a total cost of $349,205. These assets are included in the fixed assets listed in Note 5 - Equipment and Leasehold Improvements and include computers, software, furniture, and equipment. The capital leases have stated or imputed interest rates ranging from 7% to 21%.

The following is an analysis of the minimum future lease payments subsequent to December 31, 2013:

Years ending June 30,
2014 (six months)	$	16,471
2015		31,407
2016		30,311
2017		18,885
Thereafter through 2018		440
Total minimum lease payments		97,514
Less amount representing interest		(21,457	)
Present value of net minimum lease payments		76,057
Less current portion		(22,631	)
Long-term obligations under leases payable	$	53,426

 Legal Proceedings

As of the date of this Quarterly Report on Form 10-Q, there are no material pending legal or governmental proceedings relating to our company or properties to which we are a party, and to our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.

NOTE 15. SUBSEQUENT EVENT

On January 24, 2014, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on January 23, 2015. Mr. Friedman has personally guaranteed the repayment of the loan obligation.

19

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

Results of Operations

The following table sets forth, for the periods indicated, information derived from our Interim Unaudited Condensed Consolidated Financial Statements, expressed as a percentage of net sales.  The discussion that follows the table should be read in conjunction with our Interim Unaudited Condensed Consolidated Financial Statements.

	Three Months Ended
	(unaudited)
	December 31, 2013			December 31, 2012
Net Sales		100.0	%		100.0	%
Cost Of Goods Sold		73.0	%		70.3	%
Gross Margin		27.0	%		29.7	%
Selling, General and Administrative Expenses		22.5	%		24.8	%
Income From Operations		4.5	%		4.9	%

	Six Months Ended
	(unaudited)
	December 31, 2013			December 31, 2012
Net Sales		100.0	%		100.0	%
Cost Of Goods Sold		71.0	%		69.6	%
Gross Margin		29.0	%		30.4	%
Selling, General and Administrative Expenses		25.3	%		26.5	%
Income From Operations		3.7	%		3.9	%

  The following table represents percentage of net sales by product type:

	Three Months Ended (unaudited)						Six Months Ended (unaudited)
	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012
Net Sales:
Liberator		45.9	%		47.2	%		44.8	%		46.7	%
Jaxx		18.3	%		15.6	%		16.9	%		12.4	%
Resale		27.8	%		26.9	%		29.7	%		30.8	%
Other		8.0	%		10.4	%		8.6	%		10.1	%
Total Net Sales		100.0	%		100.0	%		100.0	%		100.0	%

Liberator- Liberator products consist of items that are manufactured by us and are intended for sale in the sexual health and wellness market. Liberator products are sold to distributors and retailers as well as directly through our e-commerce sites and single retail store. Total dollar sales of Liberator products increased 2% during the three month period ended December 31, 2013 from the comparable year earlier period and less than 1% for the six month period ended December 31, 2013 from the same period in the prior year. This increase is primarily related to higher sales of Liberator retail products, products in our Décor line and sales of our larger Liberator furniture products.

Jaxx- Jaxx products are casual and contemporary furniture products manufactured by us and sold under the Jaxx brand. Jaxx products are sold to e-merchants and retailers as well as directly through our e-commerce site. Net dollar sales of Jaxx products increased 23% during the three month period ended December 31, 2013 compared to the prior year period and accounted for 18% of total net sales. This increase is primarily due to an increase in sales to certain wholesale customers and, to a lessor extent, sales through our JaxxLiving website. Net sales increased 42% during the six month period ended December 31, 2013 compared to the prior year period and accounted for 17% of total net sales. This increase is primarily due to an increase in sales to certain wholesale customers.

20

Resale- Resale products are non-Liberator branded products (including Tenga) that we purchase from others at wholesale or distributor prices and resell through our sales channels to retailers, distributors, or through one of our e-commerce sites and single retail store. Net sales of resale products increased 8% during the three month period ending December 31, 2013 from the comparable prior year period and accounted for 28% of total net sales due to higher sales of non-Tenga products to certain customers. Sales of Tenga products accounted for approximately 18% in each of the three month periods ended December 31, 2013 and 2012, respectively, and approximately 13% of the gross profit in each of those same periods. Net sales of resale products increased less than1% during the six month period ending December 31, 2013 from the comparable prior year period and accounted for 30% of total net sales due to lower sales of non-Tenga products to certain customers. Sales of Tenga products accounted for approximately 20% and 19% in each of the six month periods ended December 31, 2013 and 2012, respectively, and approximately 16% and 14% of the gross profit in those same periods, respectively.

Other- Other products include sales from contract manufacturing and fulfillment services. Net sales of these products and services during the three month period ended December 31, 2013 decreased 19% compared to the three month periods in the prior year and accounted for 8% of total net sales. This decrease is due to a decrease in the number of contract manufacturing projects and fulfillment contracts during fiscal year 2014 from the prior fiscal year. Contract manufacturing projects are typically short-term in nature and there can be no assurance that such projects will either continue or increase in future periods. Net sales of these products and services during the six month period ended December 31, 2013 decreased 11% compared to the three month periods in the prior year and accounted for 9% of total net sales. This decrease is due to a decrease in the number of contract manufacturing projects and fulfillment contracts during fiscal year 2014 from the prior fiscal year.

Three Months Ended December 31, 2013 Compared to Three Months Ended December 31, 2012

Net sales. The Company achieved record net sales for the three months ended December 31, 2013 of $4,157,313, an increase from the comparable prior year period by $176,457, or 4.4%.  The increase in net sales was primarily due to higher sales in the Direct channel which was due to higher sales through Liberator.com and JaxxLiving.com. Sales through the Direct channel, which included Liberator.com and JaxxLiving.com, increased 28% during the three months ended December 31, 2013 from the comparable prior year period. Sales through the Wholesale channel decreased by 4% during the three months ended December 31, 2013 from the comparable year earlier period. The Wholesale channel includes Liberator branded products sold to distributors and retailers, non-Liberator products sold to retailers, and private label items sold to other resellers. The Wholesale channel also includes contract manufacturing services, which consists of specialty items that are manufactured in small quantities for certain customers, and which, during the three months ended December 31, 2013, accounted for approximately 3.5% of net sales. The Other sales channel consists principally of shipping and handling fees derived from our Direct sales channel.  The Other sales channel decreased 48% to $151,487 in the three months ended December 31, 2013, primarily as a result of lower shipping and handling charges on sales through the Direct channel.  We expect Other revenue to continue to decline in future periods as “free” or reduced-cost shipping and handling continues to be the trend in the e-commerce industry.

Gross margin. Gross profit, derived from net sales less the cost of goods sold, includes the cost of materials, direct labor, manufacturing overhead, freight costs and depreciation.  Gross profit decreased to $1,121,832 for the three months ended December 31, 2013 from $1,180,743 in the comparable prior year period (a decrease of 5%) and primarily resulted from the decrease in margin from the Wholesale sale channel and was partially offset by an increase in gross profit from the Direct channel.

Operating expenses. Total operating expenses for the three months ended December 31, 2013 were 22.5% of net sales, or $935,300, compared to 24.8% of net sales, or $990,166, for the same period in the prior year.  The slight decrease in operating expenses was primarily the result of decreased selling and marketing expense. Selling and marketing expense decreased by $117,454 from the prior year quarter, primarily as a result of decreased travel and trade show expenses.

Other income (expense). Other income (expense) during the second quarter increased from expense of ($86,870) in fiscal 2013 to expense of ($91,420) in fiscal 2014. Interest expense increased from $84,284 in the prior year first quarter to $91,470 in the current year quarter as a result of the higher average debt balances.

21

Six Months Ended December 31, 2013 Compared to Six Months Ended December 31, 2012

Net sales. Net sales for the six months ended December 31, 2013 increased from the comparable prior year period by $309,999, or 4.3%.  The increase in net sales was primarily due to higher sales in the Direct channel, offset by lower sales through the Wholesale and Other channels. The Direct channel (which includes product sales through our three e-commerce sites and our single retail store) increased by 21.8%, or $569,245 during the six months ended December 31, 2013, from the comparable year earlier period. The Wholesale channel (which consists principally of distributors and retailers) decreased by less than 1%, or $34,571, compared to the prior year. The increases was partially offset by a decrease of $224,675, or 44%, in the Other channel which consists primarily of shipping and handling fees and costs derived from our Direct business and fulfillment service fees.

Gross margin. Gross profit, derived from net sales less the cost of goods sold, includes the cost of materials, direct labor, manufacturing overhead, freight costs and depreciation.  Total gross profit for the six months ended December 31, 2013 decreased to $2,175,899 from $2,189,518 (a decrease of less than 1%) in the comparable prior year period. Gross profit as a percentage of sales decreased to 29.0% for the six months ended December 31, 2013 from 30.4% in the comparable prior year period.

Operating expenses. Total operating expenses for the six months ended December 31, 2013 were 25.3% of net sales, or $1,908,636, compared to 26.5% of net sales, or $1,907,514, for the same period in the prior year and represents an increase of less than 1%.  The increase in operating expenses was primarily the result of higher general and administrative costs. General and administrative expense increased from $856,356 to $917,357, or 7% as the Company incurred higher personnel related expenses.

Other income (expense). Other income (expense) increased from an expense of ($171,820) in fiscal 2013 to an expense of ($199,093) in fiscal 2014.   Interest expense increased from $169,311 in the six months of the prior fiscal year to $199,205 in the current comparable year period due to higher borrowing balances.

Variability of Results

We have experienced significant quarterly fluctuations in operating results and anticipate that these fluctuations may continue in future periods. Operating results have fluctuated as a result of changes in sales levels to consumers and wholesalers, competition, seasonality costs associated with new product introductions, and increases in raw material costs. In addition, future operating results may fluctuate as a result of factors beyond our control such as foreign exchange fluctuation, changes in government regulations, and economic changes in the regions in which we operate and sell. A portion of our operating expenses are relatively fixed and the timing of increases in expense levels is based in large part on forecasts of future sales. Therefore, if net sales are below expectations in any given period, the adverse impact on results of operations may be magnified by our inability to meaningfully adjust spending in certain areas, or the inability to adjust spending quickly enough, as in personnel and administrative costs, to compensate for a sales shortfall. We may also choose to increase spending in response to market conditions, and these decisions may have a material adverse effect on financial condition and results of operations.

Liquidity and Capital Resources

The following table summarizes our cash flows:
	Six Months Ended
	December 31,
	2013			2012
	(Unaudited)
Cash flow data:
Cash provided by operating activities	$	78,503		$	75,515
Cash used in investing activities		(12,385	)		(196,483	)
Cash provided by financing activities		291,846			256,218

As of December 31, 2013, our cash and cash equivalents totaled $755,824, compared to $629,670 in cash and cash equivalents as of December 31, 2012.

For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Our principal sources of liquidity are our cash flow that we generate from our operations, availability of borrowings under our line of credit and cash raised through equity and debt financings.

22

Operating Activities

  Net cash provided by operating activities from continuing operations primarily consists of net income adjusted for certain non-cash items, including depreciation, stock-based compensation, and the effect of changes in working capital. Net cash provided by operating activities was $78,503 in the six months ended December 31, 2013 compared to $75,515 in the six months ended December 31, 2012.  The primary reasons for the increase in cash provided by operating activities is an increase in accrued compensation of $38,559, as well as the decrease in inventory on hand of $79,056.

Investing Activities

Cash used in investing activities in the six months ended December 31, 2013 was $12,385 and related to the purchase of incidental office and production equipment. Investing activities in the six months ended December 31, 2012 were $196,483 and was primarily attributable to the costs associated with the new e-commerce platform. The new e-commerce platform became operational on February 1, 2013.

Financing Activities

Cash provided by financing activities during the six months ended December 31, 2013 of $291,846 was primarily attributable to the borrowings under the line of credit offset by repayments of debt obligations.

Cash provided by financing activities during the six months ended December 31, 2012 of $256,218 was primarily attributable to the borrowings of debt obligations, partially offset by repayments under the line of credit and credit card advance.

Inflation

We cannot determine the precise effects of inflation; however, inflation continues to have an influence on the cost of materials, salaries, and transportation costs.  We attempt to offset the effects of inflation through increased selling prices, productivity improvements, and reduction of costs.

Sufficiency of Liquidity

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. We had a net income of $68,170 for the six months ended December 31, 2013 and a net loss of $288,485 for the year ended June 30, 2013. As of December 31, 2013, we have an accumulated deficit of $7,979,515 and a working capital deficit of $1,715,414.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon our ability to meet our financing requirements, and the success of our future operations. Management believes that actions presently being taken to revise our operating and financial requirements provide the opportunity for the Company to continue as a going concern.

These actions include an ongoing initiative to increase gross profit margins through improved production controls and reporting. We also plan to manage discretionary expense levels to be better aligned with current and expected revenue levels.  Furthermore, our plan of operation in the next twelve months continues a strategy for growth within our existing lines of business with an on-going focus on growing domestic sales. We estimate that the operational growth plans we have identified will require approximately $300,000 of funding, primarily for working capital. We expect to invest approximately $150,000 on sales and marketing programs, primarily sexual wellness advertising in magazines, on the internet, and on cable television. We will also be exploring the opportunity to acquire other compatible and related businesses.

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We plan to finance the required $300,000 with a combination of anticipated cash flows from operations over the next twelve months as well as cash on hand and cash we are able to obtain through equity and debt financings. We cannot provide any assurances that required financing will be obtained or that terms of such required financings will be on reasonable terms to our company.

Capital Resources

We do not currently have any material commitments for capital expenditures. We expect total capital expenditures for the remainder of fiscal 2014 to be under $100,000 and to be funded by capital leases and, to a lesser extent, anticipated operating cash flows and borrowings under the line of credit. This includes capital expenditures that we may incur in conjunction with initiatives to further upgrade our e-commerce platform, our computer network infrastructure or our production capabilities and capacity.

If our business plans and cost estimates are inaccurate and our operations require additional cash or if we deviate from our current plans, we could be required to seek additional debt financing for particular projects or for ongoing operational needs.  This indebtedness could harm our business if we are unable to obtain additional financing on reasonable terms.  In addition, any indebtedness we incur in the future could subject us to restrictive covenants limiting our flexibility in planning for, or reacting to changes in, our business.  If we do not comply with such covenants, our lenders could accelerate repayment of our debt or restrict our access to further borrowings, which in turn could restrict our operating flexibility and endanger our ability to continue operations.

At December 31, 2013, we had $896,918 outstanding on our accounts receivable and inventory line of credit, compared to an outstanding balance of $366,196 on our accounts receivable line of credit at June 30, 2013. On September 4, 2013, the credit agreement with Advance Financial Corporation was amended and restated to increase the asset based line of credit to $1,000,000 and include an Inventory Advance (as defined in the amended and restated receivable financing agreement) of up to the lesser of $300,000 or 75% of the eligible accounts receivable loan. In addition, the amended and restated agreement changed the interest calculation to prime rate plus 3% (as of December 31, 2013, the interest rate was 6.25%) and the Monthly Service Fee was changed to 0.5% per month.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Except for the historical information contained herein, the matters discussed in this Quarterly Report on Form 10-Q include certain forward-looking statements. Those statements include, but may not be limited to, all statements regarding management’s intent, belief, and expectations, such as statements concerning our future profitability and our operating and growth strategy. Words such as believe,” anticipate,” expect,” will,” may,” should,” intend,” plan,” estimate,” predict,” potential,” continue,” likely” and similar expressions are intended to identify forward-looking statements.

In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.

Non-GAAP Financial Measures

Reconciliation of net income to Adjusted EBITDA income for the six months ended December 31, 2013 and 2012: 

	Six months ended December 31,
	2013			2012
Net income	$	68,170		$	110,184
Less interest income		(112	)		(312	)
Plus interest expense		199,205			169,331
Plus depreciation and amortization expense		114,970			88,963
Plus stock-based compensation		35,713			19,609
Adjusted EBITDA income	$	417,946		$	387,775

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As used herein, Adjusted EBITDA represents net income before interest income, interest expense, income taxes, depreciation, amortization, amortization of debt issuance costs and stock-based compensation expense. We have excluded the non-cash expense, stock-based compensation, as it does not reflect the cash-based operations of the Company. Adjusted EBITDA is a non-GAAP financial measure which is not required by or defined under GAAP (Generally Accepted Accounting Principles). The presentation of this financial measure is not intended to be considered in isolation or as a substitute for the financial measures prepared and presented in accordance with GAAP, including the net income of the Company or net cash used in operating activities. Management recognizes that non-GAAP financial measures have limitations in that they do not reflect all of the items associated with the Company’s net income or net loss as determined in accordance with GAAP, and are not a substitute for or a measure of the Company’s profitability or net earnings. Adjusted EBITDA is presented because we believe it is useful to investors as a measure of comparative operating performance and liquidity, and because it is less susceptible to variances in actual performance resulting from depreciation and amortization and non-cash charges for stock-based compensation expense.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not enter into any transactions using derivative financial instruments or derivative commodity instruments and believe that our exposure to market risk associated with other financial instruments is not material.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosures. As of the end of the period covered by this quarterly report, an evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer (Chief Executive Officer) and principal financial officer (Chief Financial Officer), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in United States Securities and Exchange Commission rules and forms and to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to the management, including CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

25

PART IIOTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We are not currently subject to any material legal proceedings, nor, to our knowledge, is there any legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.

ITEM 1A.RISK FACTORS

This item is not required for a smaller reporting company.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

No events occurred during the quarter covered by this report that would require a response to this item.

ITEM 6.EXHIBITS

The following exhibits are furnished with this report:

Exh. No.	Description
31.1	Section 302 Certification by the Corporation’s Principal Executive Officer
31.2	Section 302 Certification by the Corporation’s Principal Financial and Accounting Officer
32.1	Section 906 Certification by the Corporation’s Principal Executive Officer
32.2	Section 906 Certification by the Corporation’s Principal Financial and Accounting Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*         In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except to the extent expressly set forth by specific reference in such filing.  

26

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.

		LIBERATOR, INC.
		(Registrant)
February 14, 2014	By:	/s/ Louis S. Friedman
(Date)		Louis S. Friedman
		President and Chief Executive Officer (Principal Executive Officer)
February 14, 2014	By:	/s/ Ronald P. Scott
(Date)		Ronald P. Scott
		Chief Financial Officer and Secretary (Principal Financial & Accounting Officer)

27

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Louis S. Friedman, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Liberator, Inc.;
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(s) 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(s) 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.

Date:  February 14, 2014	/s/ Louis S. Friedman
	Louis S. Friedman
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ronald P. Scott, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Liberator, Inc.;
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(s) 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(s) 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.

Date:  February 14, 2014	/s/ Ronald P. Scott
	Ronald P. Scott
	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

 
Exhibit 32.1

CERTIFICATION

In connection with the quarterly report of Liberator, Inc. (the Company”) on Form 10-Q for the period ending December 31, 2013 as filed with the Securities and Exchange Commission (the Report”), I, Louis S. Friedman, Chief Executive Officer (Principal Executive Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)      The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:  February 14, 2014	/s/ Louis S. Friedman
	Louis S. Friedman
	Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION

In connection with the quarterly report of Liberator, Inc. (the Company”) on Form 10-Q for the period ending December 31, 2013 as filed with the Securities and Exchange Commission (the Report”), I, Ronald P. Scott, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)      The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:  February 14, 2014	/s/ Ronald P. Scott
	Ronald P. Scott
	Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Stock-based Compensation - Stock Options Activity - Additional (Details) (USD $)	Dec. 31, 2013
Stock-Based Compensation - Stock Options Activity - Additional Details
Closing stock price	$ 0.045

XML

Stockholders' Equity - Share Purchase Warrants (Details) (USD $)			6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2013 292,479 Warrants	Dec. 31, 2013 1,292,479 Warrants	Dec. 31, 2013 877,435 Warrants
Warrants outstanding	2,462,393	2,462,393	292,479	1,292,479	877,435
Exercise Price			0.50	0.75	1.00
Expiration Date			Jun. 26, 2014	Jun. 26, 2014	Jun. 26, 2014

XML

Short-term Notes Payable-Related Party (Details Narrative) (USD $) (USD $)	Dec. 31, 2013	Jun. 30, 2013
Short-term unsecured notes payable	$ 116,000	$ 116,000
Note 1 Member
Interest Rate		3.25%
Short-term unsecured notes payable	40,000	40,000
Note 2 Member
Interest Rate		3.25%
Short-term unsecured notes payable	$ 76,000	$ 76,000

XML

Stockholders' Equity - Share Purchase Warrants Activity (Details) (USD $) (USD $)	Dec. 31, 2013	Jun. 30, 2013
Share Purchase Warrants
Beginning Balance	2,462,393	2,462,393
Ending Balance	2,462,393	2,462,393
Weighted Average Exercise Price
Beginning Balance	$ 0.81	$ 0.81
Ending Balance	$ 0.81	$ 0.81

XML

Equipment and Leasehold Improvements, Net (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Depreciation Expense	$ 57,121	$ 45,156	$ 114,970	$ 88,963
Equipment | Minimum
Depreciation life			2
Equipment | Maximum
Depreciation life			10
Computer equipment and software | Minimum
Depreciation life			5
Computer equipment and software | Maximum
Depreciation life			7
Office equipment and furniture | Minimum
Depreciation life			5
Office equipment and furniture | Maximum
Depreciation life			7
Leasehold Improvements
Depreciation life			10

XML

Advertising Costs (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2013
Marketing and Advertising Expense [Abstract]
Prepaid Advertising	$ 35,746		$ 35,746		$ 16,709
Advertising Expense	$ 126,800	$ 162,736	$ 212,627	$ 264,364

XML

Related Parties Line of Credit (Details Narrative) (USD $)	Dec. 31, 2013	Jun. 30, 2013
Related Party Transactions [Abstract]
Line of credit	$ 896,918	$ 366,196

XML

Equipment and Leasehold Improvements, Net (Tables)

6 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Equipment and Leasehold Improvements, Net

	December 31, 2013				June 30, 2013				Estimated Useful Life
Factory Equipment		$	1,737,357			$	1,693,993		2-10 years
Computer Equipment and Software			867,677				867,677		5-7 years
Office Equipment and Furniture			166,996				166,996		5-7 years
Leasehold Improvements			343,120				343,120		10 years
Subtotal			3,115,150				3,071,786
Accumulated Depreciation			(2,429,766	)			(2,314,796	)
Total equipment and leasehold improvements, net		$	685,384			$	756,990

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Credit Card Advance (Details Narrative) (USD $)		0 Months Ended
	Dec. 31, 2013	Oct. 04, 2012 Credit Card Advance	May 14, 2013 Credit Card Advance
Credit Card Advance, limit		$ 400,000
Repayment Amount		448,000	126,518
Finance charge		48,000
Periodic payment		2,074
Unamortized discount			14,400
Credit Card Advance, gross	112,499
Discount on cash advance	$ 9,600

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Stock-based Compensation - Weighted Average outstanding stock options (Details) (USD $)	6 Months Ended
	Dec. 31, 2013
Outstanding Options[Abstract]
Number of shares	4,986,500
Remaining Life (Years)	3 years 8 months
Weighted Average Price	$ 0.10
Exercisable Options [Abstract]
Number of Shares	1,516,625
Weighted Average Exercise Price	$ 0.12
$.05 to .09
Exercise price range, lower range (in dollars per share)	$ 0.05
Exercise price range, upper range (in dollars per share)	$ 0.09
Outstanding Options[Abstract]
Number of shares	3,785,000
Remaining Life (Years)	4 years 2 months
Weighted Average Price	$ 0.07
Exercisable Options [Abstract]
Number of Shares	778,000
Weighted Average Exercise Price	$ 0.06
$.15 to .16
Exercise price range, lower range (in dollars per share)	$ 0.15
Exercise price range, upper range (in dollars per share)	$ 0.16
Outstanding Options[Abstract]
Number of shares	947,500
Remaining Life (Years)	2 years 6 months
Weighted Average Price	$ 0.16
Exercisable Options [Abstract]
Number of Shares	548,125
Weighted Average Exercise Price	$ 0.16
$.20 to.25
Exercise price range, lower range (in dollars per share)	$ 0.20
Exercise price range, upper range (in dollars per share)	$ 0.25
Outstanding Options[Abstract]
Number of shares	254,000
Remaining Life (Years)	0 years 8 months
Weighted Average Price	$ 0.25
Exercisable Options [Abstract]
Number of Shares	190,500
Weighted Average Exercise Price	$ 0.25

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Net Income (Loss) per share(Details Narrative)	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	19,294,348	15,371,893
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	4,986,500	4,234,500
Stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	2,462,393	2,462,393
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	4,300,000	4,300,000
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive Securities	7,545,455	4,375,000

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Convertible Notes Payable Shareholder (Details Narrative) (USD $)	6 Months Ended
	Dec. 31, 2013
Convertible Notes Payable. prinicpal balance	$ 625,000
Convertible Notes #1
Date issued	Jun. 24, 2009
Note Face Amount	375,000
Interest Rate	3.00%
Conversion rate	$ 0.25
Date of Maturity	Aug. 15, 2012
New Convertible Notes #1
Conversion rate	$ 0.125	[1]
Date of Maturity	Aug. 15, 2014
Convertible Notes Payable. prinicpal balance	375,000
Accrued Interest	50,733
Convertible Notes #2
Date issued	Feb. 02, 2009
Note Face Amount	250,000
Interest Rate	3.00%
Conversion rate	$ 0.25	[1]
Date of Maturity	Sep. 02, 2012
Convertible Notes Payable. prinicpal balance	250,000
Accrued Interest	$ 32,486

[1] Upon maturity, the Company has the option to either repay the note plus accrued interest in cash or issue the equivalent number of shares of common stock at $.20 per share, unless such conversion would force the holders' total ownership of common stock of the Company to exceed 9.9% of the total shares outstanding.

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Subsequent Events (Details Narrative) (Note 1 Member, USD $)	0 Months Ended
	Jan. 24, 2014
Note 1 Member
Note Face Amount	$ 250,000
Monthly interest	$ 10,646
Maturity date	Jan. 23, 2015

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Notes Payable (Details Narrative) (USD $) (USD $)	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Short-term unsecured notes payable	$ 998,149	$ 964,624
Current portion	(698,149)	(507,521)
Long-term unsecured notes payable	300,000	300,000
Note 1 Member
Note Face Amount	250,000
Interest Rate	20.00%
Date of Maturity	Jan. 12, 2013
Short-term unsecured notes payable		121,584
Note 2 Member
Note Face Amount	250,000
Interest Rate	20.00%
Extended Date of Maturity	Jan. 10, 2014
Short-term unsecured notes payable	10,564	140,784
Note 3 Member
Note Face Amount	130,000
Interest Rate	20.00%
Date of Maturity	Apr. 04, 2014
Short-term unsecured notes payable	37,585	102,256
Note 4 Member
Note Face Amount	100,000
Interest Rate	20.00%
Date of Maturity	Oct. 31, 2014
Short-term unsecured notes payable	100,000
Note 5 Member
Note Face Amount	250,000
Interest Rate	20.00%
Date of Maturity	Dec. 19, 2014
Short-term unsecured notes payable	250,000
Note 6 Member
Note Face Amount		100,000
Interest Rate		20.00%
Date of Maturity	Jul. 31, 2012
Extended Date of Maturity	Jul. 31, 2013
Short-term unsecured notes payable	100,000	100,000
Note 7 Member
Note Face Amount		300,000
Interest Rate		20.00%
Date of Maturity	Jan. 03, 2013
Extended Date of Maturity	Jan. 03, 2014
Short-term unsecured notes payable	300,000	300,000
Note 8 Member
Note Face Amount	200,000
Interest Rate	16.00%
Date of Maturity	Jan. 03, 2011
Extended Date of Maturity	May 01, 2015
Short-term unsecured notes payable	$ 200,000	$ 200,000

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Inventories

6 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Inventories

NOTE 4. INVENTORIES, NET

Inventories are stated at the lower of cost (which approximates first-in, first-out) or market. Market is defined as sales price less cost to dispose and a normal profit margin.  Inventories consisted of the following:

	December 31, 2013		June 30, 2013
Raw materials	$	487,226	$	528,771
Work in process		139,573		138,240
Finished goods		703,848		742,692
Inventories, net	$	1,330,647	$	1,409,703

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Stock-based Compensation - Stock-based compensation expense (Details) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Stock-based compensation expense	$ 11,386	$ 9,034	$ 35,713	$ 19,609
Unrecognized compensation cost	136,680		136,680
Weighted average vesting period			3 years
Cost of Goods Sold
Stock-based compensation expense			7,705	6,142
Other Selling and Marketing
Stock-based compensation expense			2,227	3,951
General And Administrative
Stock-based compensation expense	6,557	4,973	24,057	11,640
Cost of Goods Sold
Stock-based compensation expense	3,106	3,168
Other Selling and Marketing
Stock-based compensation expense	$ 1,723	$ 893

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Commitments and Contingencies (Tables)

6 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Future minimum operating lease payments

Years ending June 30,
2014 (six months)		208,980
2015		425,274
2016		210,569
Thereafter through 2017		1,038
Total minimum lease payments	$	845,861

Future minimum capital lease payments

Years ending June 30,
2014 (six months)	$	16,471
2015		31,407
2016		30,311
2017		18,885
Thereafter through 2018		440
Total minimum lease payments		97,514
Less amount representing interest		(21,457	)
Present value of net minimum lease payments		76,057
Less current portion		(22,631	)
Long-term obligations under leases payable	$	53,426

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Stockholders' Equity (Tables)

6 Months Ended

Dec. 31, 2013

Equity [Abstract]

Share of common stock for issuance

	December 31,
	2013
Shares of common stock subject to outstanding warrants		2,462,393
Shares of common stock reserved for issuance under the 2009 Stock Option Plan		5,000,000
Shares of common stock issuable upon conversion of the Preferred Stock		4,300,000
Shares of common stock issuable upon conversion of Convertible Notes		7,545,455
Total shares of common stock equivalents		19,307,848

Stock Purchase Warrants

Number of Warrants	Exercise Prices		Expiration Dates
292,479	$	.50	June 26, 2014
1,292,479	$	.75	June 26, 2014
877,435	$	1.00	June 26, 2014
2,462,393

Share Purchase Warrants

	Shares		Weighted Average Exercise Prices
Balance June 30, 2013		2,462,393	$	.81
Expired		—		—
Balance December 31, 2013		2,462,393	$	.81

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Related Parties (Details Narrative) (USD $)			6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2013 Shareholder Wife Note	Dec. 31, 2013 June 24, 2009	Dec. 31, 2013 September 2, 2009	Dec. 31, 2013 October 30, 2010 Note	Dec. 31, 2013 January 3, 2011 Note	Dec. 31, 2013 July 20, 2012 Note	Dec. 31, 2013 April 2, 2012 Note	Dec. 31, 2013 December 10, 2012	Dec. 31, 2013 January 14, 2013 Note	Dec. 31, 2013 October 31, 2013	Dec. 31, 2013 December 19, 2013
Issue Date			Jun. 30, 2010	Jun. 24, 2009	Sep. 02, 2009	Oct. 30, 2010	Jan. 03, 2011	Jul. 20, 2011	Apr. 02, 2012	Dec. 10, 2012	Jan. 13, 2012	Oct. 31, 2013	Dec. 19, 2013
Note Face Amount			$ 76,000	$ 375,000		$ 40,000	$ 300,000	$ 100,000	$ 130,000	$ 250,000	$ 250,000	$ 100,000	$ 250,000
Principal and interest payment									5,536	10,646	10,646		10,646
Interest Payment								1,667				1,667
Frequency									bi-weekly		bi-weekly	monthly
Interest Rate			3.25%	3.00%	3.00%	3.25%	20.00%	20.00%				20.00%
Date of Maturity					Sep. 02, 2012		Jan. 02, 2015			Dec. 06, 2013		Oct. 31, 2014	Dec. 19, 2014
Extended Date of Maturity					Sep. 02, 2013
Short-term unsecured notes payable	698,149	507,521		375,000	250,000
Acrrued Interest			11,296	50,733	32,486	4,184
Interest Expense			1,245			655
Line of credit	$ 896,918	$ 366,196					$ 896,918

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Inventories (Details) (USD $)	Dec. 31, 2013	Jun. 30, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 487,226	$ 528,771
Work in Process	139,573	138,240
Finished Goods	703,848	742,692
Inventories	$ 1,330,647	$ 1,409,703

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Going Concern (Details Narrative) (USD $)	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Going Concern
Accumulated deficit	$ 7,979,515	$ 8,047,685
Working Capital Deficit	1,715,414
Operational and Strategic growth plans
Finances required	300,000
Sales and Marketing budget	$ 150,000

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Allowance for Doubtful Accounts (Details Narrative) (USD $)	6 Months Ended	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Allowance for Doubtful Accounts
Accounts Receivable	$ 875,468	$ 555,628
Allowance for doubtful accounts	(2,248)	(4,986)
Reserve for returns and discounts	(11,398)	(27,742)
Accounts receivable, net	$ 861,822	$ 522,900

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Stockbased Compensation

6 Months Ended

Dec. 31, 2013

Equity [Abstract]

Stockbased Compensation

NOTE 3. STOCK-BASED COMPENSATION

Options

At December 31, 2013, the Company had the 2009 Stock Option Plan (the “Plan”), which is shareholder-approved and under which 5,000,000 shares are reserved for issuance until the Plan terminates on October 20, 2019.

Under the Plan, eligible employees and certain independent consultants may be granted options to purchase shares of the Company’s common stock. The shares issuable under the Plan will either be shares of the Company’s authorized but previously unissued common stock or shares reacquired by the Company, including shares purchased on the open market. As of December 31, 2013, the number of shares available for issuance under the Plan was 413,500.

The following table summarizes the Company’s stock option activities during the six months ended December 31, 2013:

	Number of Shares Underlying Outstanding Options			Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Intrinsic Value
Options outstanding as of June 30, 2013		3,583,500			3.8	$	.10	$	—
Granted		2,026,000			4.6	$	.05	$	—
Exercised		—			—	$	—	$	—
Forfeited or expired		(623,000	)		2.4	$	.07	$	—
Options outstanding as of December 31, 2013		4,986,500			4.0	$	.09	$	—
Options exercisable as of December 31, 2013		1,516,625			3.1	$	.12	$	—

The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price optionees would have received if all options had been exercised on the last business day of the period indicated, based on the Company’s closing stock price of $.045 for such day. 

There were 2,026,000 stock options granted during the six months ended December 31, 2013 and 2,444,000 stock options granted during the six months ended December 31, 2012. The value assumptions related to options granted during the six months ended December 31, 2013 and 2012, respectively, were as follows:

	Six Months  Ended December 31, 2013	Six Months  Ended December 31, 2012
Exercise Price:	$.045-$.051	$.06-$.10
Volatility:	231%-251%	40%-47%
Risk Free Rate:	.99%-1.04%	.43%-.60%
Vesting Period:	Immediate to 4 years	4 years
Forfeiture Rate:	0%	0%
Expected Life	4.1-4.5 years	4.5 years
Dividend Rate	0%	0%

The following table summarizes the weighted average characteristics of outstanding stock options as of

December 31, 2013:

		Outstanding Options						Exercisable Options
Exercise Prices		Number of Shares		Remaining Life  (Years)		Weighted Average  Price		Number of Shares		Weighted Average  Price
$	.05 to .09		3,785,000		4.2	$	.07		778,000	$	.06
$	.15 to .16		947,500		2.6	$	.16		548,125	$	.16
$	.20 to $.25		254,000		0.8	$	.25		190,500	$	.25
Total stock options			4,986,500		3.8	$	.10		1,516,625	$	.12

Stock-based compensation

We account for stock-based compensation to employees in accordance with FASB ASC 718, Compensation – Stock Compensation. We measure the cost of each stock option and at its fair value on the grant date. Each award vests over the subsequent period during which the recipient is required to provide service in exchange for the award (the vesting period). The cost of each award is recognized as expense in the financial statements over the respective vesting period.

Stock option-based compensation expense recognized in the condensed consolidated statements of operations for the six month period ended December 31, 2013 and 2012 are based on awards ultimately expected to vest, and is reduced for estimated forfeitures.

The following table summarizes stock option-based compensation expense by line item in the Condensed Consolidated Statements of Operations, all relating to the Plan:

	Three Months  Ended December 31,				Six Months  Ended December 31,
	2013		2012		2013		2012
Cost of Goods Sold	$	3,106	$	3,168	$	7,705	$	6,142
Other Selling and Marketing	1,723		893		3,951		1,827
General and Administrative	6,557		4,973		24,057		11,640
Total Stock-based Compensation Expense	$	11,386	$	9,034	$	35,713	$	19,609

 As of December 31, 2013, the Company’s total unrecognized compensation cost was $136,680, which will be recognized over the weighted average vesting period of 3 years.

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Concentrations (Details Narrative) (USD $)	6 Months Ended	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
FDIC Insured		$ 250,000
Exceed FDIC		$ 591,248
Vendor #1
Number	2	2
Percentage	27.00%	30.00%
Vendor #2
Percentage	19.00%	18.00%
Customer #1
Number	1
Percentage	23.00%

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Stock-based Compensation - Stock Options Activity (Details) (USD $)	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2013
Number of Shares Underlying Outstanding Options
Options outstanding, beginning	3,583,500
Granted	2,026,000	2,444,000
Forfeited or expired	(623,000)
Options outstanding, ending	4,986,500
Options exercisable	1,516,625
Weighted Average Remaining Contractual Life (Years)
Options outstanding, beginning	3 years 8 months
Granted	4 years 6 months
Forfeited or expired	2 years 4 months
Options outstanding, ending	4 years 0 months
Options exercisable			3 years 1 month
Weighted Average Exercise Price
Options outstanding, beginning	$ 0.10
Granted	$ 0.05
Forfeited or expired	$ 0.07
Options outstanding, ending	$ 0.09
Options exercisable			$ 0.12
Aggregate Intrinsic Value
Options outstanding, beginning

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Stockholders' Equity - Share of common stock for issuance (Details)	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Equity [Abstract]
Shares of common stock subject to outstanding warrants	2,462,393	2,462,393
Shares of common stock reserved for issuance under the 2009 Stock Option Plan	5,000,000
Shares of common stock issuable upon conversion of the Preferred Stock	4,300,000
Shares of common stock issuable upon conversion of Convertible Notes	7,545,455
Total shares of common stock equivalents	19,307,848

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Consolidated Balance Sheets (USD $)	Dec. 31, 2013	Jun. 30, 2013
Current assets:
Cash and cash equivalents	$ 755,824	$ 397,860
Accounts receivable, net	861,822	522,900
Inventories	1,330,647	1,409,703
Prepaid expenses	86,222	76,932
Total current assets	3,034,515	2,407,395
Equipment and leasehold improvements, net	685,384	756,990
Other assets	4,479	4,479
Total assets	3,724,378	3,168,864
Current liabilities:
Accounts payable	1,749,048	1,607,765
Accrued compensation	252,669	214,110
Accrued expenses and interest	212,667	232,714
Line of credit	896,918	366,196
Current portion of leases payable	22,631	21,422
Current portion of deferred rent payable	73,948	67,963
Merchant cash advance (net of discount)	102,899	349,952
Short-term unsecured notes payable	698,149	664,625
Convertible notes payable - shareholder	625,000
Notes payable-related party	116,000	116,000
Total current liabilities	4,749,929	3,640,747
Long-term liabilities:
Leases payable	53,426	40,927
Deferred rent payable	88,579	125,553
Unsecured note payable	300,000	300,000
Unsecured lines of credit	4,459	12,535
Convertible notes payable-shareholder		625,000
Total long-term liabilities	446,464	1,104,015
Total Liabilities	5,196,393	4,744,762
Stockholders' deficit:
Common stock	707,026	707,026
Additional paid-in capital	5,800,044	5,764,331
Accumulated deficit	(7,979,515)	(8,047,685)
Total stockholders'deficit	(1,472,015)	(1,575,898)
Total liabilities and stockholders' deficit	3,724,378	3,168,864
Preferred Stock
Stockholders' deficit:
Preferred stock	0	0
Series A Convertible Preferred Stock
Stockholders' deficit:
Preferred stock	$ 430	$ 430

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Equipment and Leasehold Improvements, Net (Details) (USD $)	Dec. 31, 2013	Jun. 30, 2013
Property and Equipment, gross	$ 3,115,150	$ 3,071,786
Accumulated depreciation	(2,429,766)	(2,314,796)
Property and Equipment, net	685,384	756,990
Equipment
Property and Equipment, gross	1,737,357	1,693,993
Computer equipment and software
Property and Equipment, gross	867,677	867,677
Office equipment and furniture
Property and Equipment, gross	166,996	166,996
Leasehold Improvements
Property and Equipment, gross	$ 343,120	$ 343,120

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Organization and Nature of Business

6 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS

Liberator, Inc. (the “Company” or “Liberator”) was incorporated in the State of Florida on February 25, 1999. References to the “Company” in these notes include the Company and its wholly owned subsidiaries, OneUp Innovations, Inc. (“OneUp”), and Foam Labs, Inc. (“Foam Labs”).

The Company is a designer and manufacturer of various specialty furnishings for the sexual wellness market.  The Company has also become an online retailer of products for the sexual wellness market.  The Company’s sales and manufacturing operation are located in the same facility in Atlanta, Georgia.  Sales are generated through internet and print advertisements.  We have a diversified customer base with no particular concentration of credit risk in one economic sector.  For the three months and six months ended December 31, 2013, sales to Customer A accounted for 12% and 13% of our total sales, respectively. Foreign operations and foreign net sales are not material. Our business is seasonal and as a result we typically experience higher sales in our second and third quarters.

The accompanying unaudited condensed consolidated interim financial statements of Liberator, Inc. and all of its wholly-owned subsidiaries (collectively, the "Company" “we” or "Liberator") included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments considered necessary for fair presentation have been included. The year-end condensed balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the six months ended December 31, 2013 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

Going Concern - The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. As of December 31, 2013, the Company has an accumulated deficit of $7,979,515 and a working capital deficit of $1,715,414. This raises substantial doubt about to its ability to continue as a going concern.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern.

These actions include an ongoing initiative to increase gross profit margins through improved production controls and reporting. We also plan to manage discretionary expense levels to be better aligned with current and expected revenue levels.  Furthermore, our plan of operation for the next twelve months continues a strategy for growth within our existing lines of business with an on-going focus on growing domestic sales. We estimate that the operational growth plans we have identified will require approximately $300,000 of funding. We expect to invest approximately $150,000 on sales and marketing programs, primarily sexual wellness advertising in magazines, on the internet and on cable television. We will also be exploring the opportunity to acquire other compatible businesses.

We plan to finance the required $300,000 with a combination of anticipated cash flows from operations over the next twelve months as well as cash on hand and cash we will seek to obtain through equity and debt financings.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  However, management cannot provide any assurances that the Company will be successful in accomplishing these plans.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Commitments and Contingencies - Future minimum operarting lease payments (Details) (USD $) (USD $)	Dec. 31, 2013
Commitments And Contingencies - Future Minimum Operarting Lease Payments Details Usd
2014	$ 208,980
2015	425,274
2016	210,569
2017	1,038
Future Minimum Lease Payments	$ 845,861

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Opearting Leases (Details Narrative) (USD $)	6 Months Ended
	Dec. 31, 2013
Deferred rent liability	$ 162,527
Rent Expense	80,931
Facility
Monthly rental, final year on lease	$ 34,358

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Accounts Receivable

	December 31, 2013			June 30, 2013
Accounts receivable	$	875,468		$	555,628
Allowance for doubtful accounts		(2,248	)		(4,986	)
Allowance for discounts and returns		(11,398	)		(27,742	)
Total accounts receivable, net	$	861,822		$	522,900

Summary of sales

	Three Months Ended (unaudited)						Six Months Ended (unaudited)
	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012
Net Sales:
Direct	$	1,820,242		$	1,419,607		$	3,171,729		$	2,602,484
Wholesale		2,185,584			2,269,280			4,043,492			4,078,063
Other		151,487			291,969			285,809			510,484
Total Net Sales	$	4,157,313		$	3,980,856		$	7,501,030		$	7,191,031
Gross Margin:
Direct	$	900,914		$	702,395		$	1,564,919		$	1,304,594
Wholesale		324,470			497,694			799,084			917,118
Other		(103,552	)		(19,346	)		(188,104	)		(32,194	)
Total Gross Margin	$	1,121,832		$	1,180,743		$	2,175,899		$	2,189,518

Anti-dilutive securities

	December 31,
	2013		2012
Common stock options		4,986,500		4,234,500
Common stock warrants		2,462,393		2,462,393
Convertible preferred stock		4,300,000		4,300,000
Convertible notes		7,545,455		4,375,000
Total		19,294,348		15,371,893

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Results of Reporting Lines (Details Narrative) (USD $) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Net Sales	$ 4,157,313	$ 3,980,856	$ 7,501,030	$ 7,191,031
Gross margin	1,121,832	1,180,743	2,175,899	2,189,518
Direct
Net Sales	1,820,242	1,419,607	3,171,729	2,602,484
Gross margin	900,914	702,395	1,564,919	1,304,594
Wholesale
Net Sales	2,185,584	2,269,280	4,043,492	4,078,063
Gross margin	324,470	497,694	799,084	917,118
Other
Net Sales	151,487	291,969	285,809	510,484
Gross margin	$ (103,552)	$ (19,346)	$ (188,104)	$ (32,194)

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Inventories (Tables)

6 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Inventories

	December 31, 2013		June 30, 2013
Raw materials	$	487,226	$	528,771
Work in process		139,573		138,240
Finished goods		703,848		742,692
Inventories, net	$	1,330,647	$	1,409,703

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Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These condensed consolidated financial statements include the accounts and operations of our wholly owned operating subsidiaries, OneUp Innovations, Inc. and Foam Labs, Inc. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  These condensed consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements contained in the Company’s report on Form 10-K for the year ended June 30, 2013 filed on September 30, 2013.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the period reported.  Management reviews these estimates and assumptions periodically and reflects the effect of revisions in the period that they are determined to be necessary.  Actual results could differ from those estimates and assumptions.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Significant estimates in these condensed consolidated financial statements include estimates of: asset impairment; income taxes; tax valuation reserves; allowances for doubtful accounts; share-based compensation; and useful lives for depreciation and amortization.  Actual results could differ materially from these estimates.

Revenue Recognition   

We recognize revenues as goods are shipped to customers and title is transferred. The criteria for recognition of revenue are when persuasive evidence that an arrangement exists and both title and risk of loss have passed to the customer, the price is fixed or determinable, and collectability is reasonably assured. Sales returns and allowances are estimated and recorded as a reduction to sales in the period in which sales are recorded.

The Company records product sales net of estimated product returns and discounts from the list prices for its products. The amounts of product returns and the discount amounts have not been material to date. The Company includes shipping and handling costs in cost of product sales.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Allowance for Doubtful Accounts

The allowance for doubtful accounts reflects management's best estimate of probable credit losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specifically identified nonpaying accounts and other currently available evidence. The Company reviews its allowance for doubtful accounts monthly with a focus on significant individual past due balances over 90 days. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers.

The following is a summary of Accounts Receivable as of December 31, 2013 and June 30, 2013.

	December 31, 2013			June 30, 2013
Accounts receivable	$	875,468		$	555,628
Allowance for doubtful accounts		(2,248	)		(4,986	)
Allowance for discounts and returns		(11,398	)		(27,742	)
Total accounts receivable, net	$	861,822		$	522,900

Inventories and Inventory Reserves

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Market is defined as sales price less cost to dispose and a normal profit margin.  Inventory costs include materials, labor, depreciation and overhead.

Concentration of Credit Risk

The Company maintains its cash accounts with banks located in Georgia.  The total cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per bank.  The Company had bank balances on deposit at December 31, 2013 that exceeded the balance insured by the FDIC by $591,248.  Accounts receivable are typically unsecured and are derived from revenue earned from customers primarily located in North America and Europe.

During the six month ended December 31, 2013, we purchased 27% and 19% of total inventory purchases from two vendors.

During the fiscal year ended June 30, 2013, we purchased 30% and 18% of total inventory purchases from two vendors.

As of December 31, 2013 one of the Company’s customers represents 23% of the total accounts receivables.

Fair Value of Financial and Derivative Instruments

At December 31, 2013, our financial instruments included cash and cash equivalents, accounts receivable, accounts payable, and other long-term debt.

The fair values of these financial instruments approximated their carrying values based on either their short maturity or current terms for similar instruments.

The Company measures the fair value of its assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value inaccordance with generally accepted accounting principles and expands disclosures about fair value measurements.ASC 820 does not require any new fair value measurements, but its provisions apply to all other accountingpronouncements that require or permit fair value measurement.

ASC 820 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly such as quoted prices for similar assets or liabilities or market-corroborated inputs; and

Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

The valuation techniques that may be used to measure fair value are as follows:

A. Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

B. Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method.

C. Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Advertising Costs

Advertising costs are expensed in the period when the advertisements are first aired or distributed to the public. Prepaid advertising (included in prepaid expenses) was $35,746 at December 31, 2013 and $16,709 at June 30, 2013. Advertising expense for the three months ended December 31, 2013 and 2012 was $126,800 and $162,736, respectively. Advertising expense for the six months ended December 31, 2013 and 2012 was $212,627 and $264,364, respectively.

Research and Development

Research and development expenses for new products are expensed as they are incurred. Expenses for new product development totaled $26,958 and $27,471 for the three months ended December 31, 2013 and 2012, respectively. Expenses for new product development totaled $50,712 and $53,197 for the six months ended December 31, 2013 and 2012, respectively. Research and development costs are included in general and administrative expense.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over estimated service lives for financial reporting purposes of 2-10 years.

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. When properties are disposed of, the related costs and accumulated depreciation are removed from the respective accounts, and any gain or loss is recognized currently.

Impairment or Disposal of Long Lived Assets

Long-lived assets to be held are reviewed for events or changes in circumstances which indicate that their carrying value may not be recoverable. They are tested for recoverability using undiscounted cash flows to determine whether or not impairment to such value has occurred as required by FASB ASC Topic No. 360, Property, Plant, and Equipment. The Company has determined that there was no impairment at December 31, 2013.

Operating Leases

The Company leases its facility under a ten year operating lease that was signed in September 2005 and expires December 31, 2015. The lease is on an escalating schedule with the final year on the lease at $34,358 per month. The liability for this difference in the monthly payments is accounted for as a deferred rent liability,and the balance in this account at December 31, 2013 was $162,527. The rent expense under this lease for the six months ended December 31, 2013 and 2012 was $80,931. The Company also leases certain equipment under operating leases, as more fully described in Note 14 - Commitments and Contingencies.

Segment Information

We have identified three reportable sales channels:  Direct, Wholesale and Other.  Direct includes product sales through our three e-commerce sites and our single retail store. Wholesale includes Liberator branded products sold to distributors and retailers, non-Liberator products sold to retailers, and private label items sold to other resellers. The Wholesale category also includes contract manufacturing services, which consists of specialty items that are manufactured in small quantities for certain customers, and which, to date, has not been a material part of our business. Other consists principally of shipping and handling fees and costs derived from our Direct business and fulfillment service fees. For the three months and six months ended December 31, 2013, sales to Customer A accounted for 12% and 13% of our total sales, respectively.

The following is a summary of sales results for the Direct, Wholesale, and Other channels.

	Three Months Ended (unaudited)						Six Months Ended (unaudited)
	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012
Net Sales:
Direct	$	1,820,242		$	1,419,607		$	3,171,729		$	2,602,484
Wholesale		2,185,584			2,269,280			4,043,492			4,078,063
Other		151,487			291,969			285,809			510,484
Total Net Sales	$	4,157,313		$	3,980,856		$	7,501,030		$	7,191,031
Gross Margin:
Direct	$	900,914		$	702,395		$	1,564,919		$	1,304,594
Wholesale		324,470			497,694			799,084			917,118
Other		(103,552	)		(19,346	)		(188,104	)		(32,194	)
Total Gross Margin	$	1,121,832		$	1,180,743		$	2,175,899		$	2,189,518

Recently Adopted Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements.

Net Income Per Share

Basic net income per common share was determined by dividing net income applicable to common stockholders by the weighted average common shares outstanding during the period plus the effect of stock options using The Treasury Stock Method. 

	December 31,
	2013		2012
Common stock options		4,986,500		4,234,500
Common stock warrants		2,462,393		2,462,393
Convertible preferred stock		4,300,000		4,300,000
Convertible notes		7,545,455		4,375,000
Total		19,294,348		15,371,893

Income Taxes

We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets.  

Stock Based Compensation

We account for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation. We measure the cost of each stock option at its fair value on the grant date. Each award vests over the subsequent period during which the recipient is required to provide service in exchange for the award (the vesting period). The cost of each award is recognized as expense in the financial statements over the respective vesting period. All of the Company’s stock options are service-based awards.

Stock Issued for Services to other than Employees

Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by FASB ASC 505, which is measured as of the date required by FASB ASC 505, “Equity – Based Payments to Non-Employees”. In accordance with FASB ASC 505, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date”, which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Jun. 30, 2013
Common stock- par value	$ 0.01	$ 0.01
Common stock- shares authorized	175,000,000	175,000,000
Common stock- shares issued	70,702,596	70,702,596
Common stock- shares outstanding	70,702,596	70,702,596
Preferred Stock
Preferred stock - par value	$ 0.0001	$ 0.0001
Preferred stock - shares authorized	5,700,000	5,700,000
Preferred stock - shares issued
Preferred stock - shares outstanding
Series A Convertible Preferred Stock
Preferred stock - par value	$ 0.0001	$ 0.0001
Preferred stock - shares authorized	4,300,000	4,300,000
Preferred stock - shares issued	4,300,000	4,300,000
Preferred stock - shares outstanding	4,300,000	4,300,000
Preferred stock - liquidation preference	$ 1,000,000	$ 1,000,000

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Stockholders' Equity

6 Months Ended

Dec. 31, 2013

Equity [Abstract]

Stockholders' Equity

NOTE 12. STOCKHOLDERS’ EQUITY

Common Stock- The Company’s authorized common stock was 175,000,000 shares at December 31, 2013 and June 30, 2013.  Common shareholders are entitled to dividends if and when declared by the Company’s Board of Directors, subject to preferred stockholder dividend rights. At December 31, 2013, the Company had reserved the following shares of common stock for issuance:

	December 31,
	2013
Shares of common stock subject to outstanding warrants		2,462,393
Shares of common stock reserved for issuance under the 2009 Stock Option Plan		5,000,000
Shares of common stock issuable upon conversion of the Preferred Stock		4,300,000
Shares of common stock issuable upon conversion of Convertible Notes		7,545,455
Total shares of common stock equivalents		19,307,848

Preferred Stock - On February 18, 2011, the Company filed an amendment to its Articles of Incorporation, effective February 9, 2011, authorizing the issuance of preferred stock and the Company now has 10,000,000 authorized shares of preferred stock, par value $.0001 per share, of which 4,300,000 shares have been designated and issued as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into one share of common stock and has a liquidation preference of $.2325 ($1,000,000 in the aggregate). Liquidation payments to the preferred holders have priority and are made in preference to any payments to the holders of common stock. In addition, each share of Series A Convertible Preferred Stock is entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.01; divided by (ii) the total number of Series A Convertible Preferred Shares issued and outstanding at the time of such vote. At each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors, holders of Series A Convertible Preferred Shares shall vote together with the holders of common shares as a single class.

Stock Purchase Warrants - As of December 31, 2013, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Prices		Expiration Dates
292,479	$	.50	June 26, 2014
1,292,479	$	.75	June 26, 2014
877,435	$	1.00	June 26, 2014
2,462,393

The following table summarizes the continuity of the Company’s share purchase warrants:

	Shares		Weighted Average Exercise Prices
Balance June 30, 2013		2,462,393	$	.81
Expired		—		—
Balance December 31, 2013		2,462,393	$	.81

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Document and Entity Information	6 Months Ended
	Dec. 31, 2013	Feb. 12, 2014
Document And Entity Information
Entity Registrant Name	Liberator, Inc.
Entity Central Index Key	0001374567
Document Type	10-Q
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		70,702,596
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

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Related Parties

6 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Parties

NOTE 13. RELATED PARTIES

The Company has a subordinated note payable to the majority shareholder’s wife in the amount of $76,000. Interest on the note during the six months ended December 31, 2013 was accrued by the Company at the prevailing prime rate (which is currently 3.25%) and totaled $1,245. The accrued interest on the note as of December 31, 2013 was $11,296. This note is subordinate to all other credit facilities currently in place.

On June 24, 2009, the Company issued a 3% convertible note payable to Hope Capital with a face amount of $375,000. Hope Capital is a shareholder of the Company and was the majority shareholder of the Company before the merger with OneUp Innovations.  The note was convertible, at the holder’s option or the Company’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of August 15, 2012. Effective August 15, 2012, the note was amended to reduce the per share conversion price to $0.20 and extend the maturity date to August 15, 2013. On August 15, 2013, the note was further amended to reduce the per share conversion price to $.125 and extend the maturity date to August 15, 2014. Upon maturity, the Company has the option to either repay the note plus accrued interest in cash or issue the equivalent number of shares of common stock at $.125 per share, unless such conversion would force the holders’ total ownership of common stock of the Company to exceed 9.9% of the total shares outstanding. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. As of December 31, 2013, the principle balance was $375,000 and accrued interest was $50,733.

On September 2, 2009, the Company issued a 3% convertible note payable to Hope Capital.  The note was convertible, at the holder’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of September 2, 2012. Effective September 2, 2012, the note was amended to reduce the per share conversion price to $0.10 and extend the maturity date to September 2, 2013. Effective September 2, 2013, the note was amended again to reduce the per share conversion price to $0.055 and extend the maturity date to September 2, 2014. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. As of December 31, 2013, the principle balance was $250,000 and the accrued interest was $32,486.

On October 30, 2010, Mr. Friedman, loaned the Company $40,000. Interest on the loan during the six months ended December 31, 2013 was accrued by the Company at the prevailing prime rate (which was 3.25% on December 31, 2013) and totaled $655. The accrued interest on the note as of December 31, 2013 was $4,184. This note is subordinate to all other credit facilities currently in place.

On January 3, 2011, an individual loaned the Company $300,000 with an interest rate of 20%. Interest on the loan is being paid monthly, with the principal due in full on January 3, 2012; extended to January 3, 2013; then extended to January 2, 2015 with interest payable monthly and principle due on maturity. Louis Friedman, the Company’s CEO, personally guaranteed the repayment of the loan obligation.

The Company’s CEO, Louis Friedman, has personally guaranteed the repayment of the loan obligation to Advance Financial Corporation (see Note 8 – Line of Credit).  In addition, Liberator has provided its corporate guarantees of the credit facility.  On December 31, 2013, the balance owed under this line of credit was $896,918.

On July 20, 2011, the Company issued an unsecured promissory note to an individual for $100,000. Terms of the promissory note call for monthly interest payments of $1,667 (equal to interest at 20% per annum), with the principal amount due in full on July 31, 2012. On July 31, 2012, the note was extended to July 31, 2013 under the same terms. Prior to June 30, 2013, the note was extended to July 31, 2015 under the same terms. Repayment of the promissory note is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.

On December 10, 2012, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on December 6, 2013. This note was paid in full on December 6, 2013.

On January 14, 2013, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on January 10, 2014. Mr. Friedman has personally guaranteed the repayment of the loan obligation. This note was paid in full on January 10, 2014.

On October 31, 2013, the Company issued an unsecured promissory note to an individual for $100,000. Terms of the promissory note call for monthly interest payments of $1,667 (equal to interest at 20% per annum) beginning on November 30, 2013, with the principal amount due in full on or before October 31, 2014. Repayment of the promissory note is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.

On December 19, 2013, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on December 19, 2014. Mr. Friedman has personally guaranteed the repayment of the loan obligation.

The loan from Credit Cash (see Note 9 – Credit Card Advance) is guaranteed by the Company (including OneUp and Foam Labs) and is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman.  

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Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Net Sales	$ 4,157,313	$ 3,980,856	$ 7,501,030	$ 7,191,031
Cost of goods sold	3,035,481	2,800,113	5,325,131	5,001,513
Gross profit	1,121,832	1,180,743	2,175,899	2,189,518
Operating expenses:
Advertising and promotion	126,800	162,736	212,627	264,364
Other selling and marketing	263,888	381,342	663,682	697,831
General and administrative	487,491	400,932	917,357	856,356
Depreciation and amortization	57,121	45,156	114,970	88,963
Total operating expenses	935,300	990,166	1,908,636	1,907,514
Income from operations	186,532	190,577	267,263	282,004
Other income (expense):
Interest income	50	215	112	312
Interest (expense) and financing costs	(91,470)	(84,284)	(199,205)	(169,331)
Loss on disposal of assets		(2,801)		(2,801)
Total Other Expense	(91,420)	(86,870)	(199,093)	(171,820)
Net income (loss) before income taxes	95,112	103,707	68,170	110,184
Provision for income taxes
Net income (loss)	$ 95,112	$ 103,707	$ 68,170	$ 110,184
Net income (loss) per share
Basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Shares used in computing net income (loss) per share
Basic	70,702,596	70,702,596	70,702,596	70,702,596
Diluted	70,702,596	70,702,596	70,702,596	70,702,596

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Short-term Notes Payable-Related Party

6 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Short-term Notes Payable-Related Party

NOTE 7. SHORT TERM NOTES PAYABLE-RELATED PARTY

	December 31, 2013		June 30, 2013
Unsecured note payable to an officer, with interest at 3.25%, due on demand	$	40,000	$	40,000
Unsecured note payable to an officer, with interest at 3.25%, due on demand		76,000		76,000
Total unsecured notes payable	$	116,000	$	116,000

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Notes Payable

6 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Notes Payable

NOTE 6. NOTES PAYABLE

Notes payable consisted of the following:

	December 31, 2013				June 30, 2013
Unsecured note payable for $250,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing December 6, 2013.  Secured by personal guarantee of majority stockholder.			-			121,584
Unsecured note payable for $250,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing January 10, 2014.  Secured by personal guarantee of majority stockholder.			10,564			140,784
Unsecured note payable for $130,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing April 4, 2014. Secured by personal guarantee of majority stockholder.			37,585			102,256
Unsecured note payable for $100,000 to an individual, with interest at 20% payable monthly; principal due in full on October 31, 2014.  Secured by personal guarantee of majority stockholder.			100,000			-
Unsecured note payable for $250,000to two individual shareholders with interest at 20%, principal and interest paid bi-weekly, maturing December 19, 2014. Secured by personal guarantee of majority stockholder.			250,000			-
Unsecured note payable for $100,000 to an individual, with interest at 20% payable monthly; principal due in full on July 31, 2012. Subsequent to June 30, 2012, the due date on this note was extended to July 31, 2013. Subsequent to June 30, 2013, the due date on this note was extended to July 31, 2015. Secured by personal guarantee of majority stockholder.			100,000			100,000
Unsecured note payable for $300,000 to an individual, with interest at 20%, principal and interest originally due in full on January 3, 2012; extended to January 3, 2013, then extended to January 3, 2014, with interest payable monthly and principal due on maturity.  Secured by personal guarantee of majority stockholder.			300,000			300,000
Unsecured note payable for $200,000 to an individual, with interest at 16%, principal and interest originally due on January 3, 2011, extended to May 1, 2013. Beginning May 31, 2011, the interest rate was increased to 20%, with interest payable monthly, and the principal due in full on May 1, 2013. Effective April 30, 2013, the due date on this note was extended to May 1, 2015. Secured by personal guarantee of majority stockholder.			200,000			200,000
Total unsecured notes payable			998,149			964,624
Less: current portion			(698,149	)		(664,624	)
Long-term unsecured notes payable		$	300,000		$	300,000

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Stockbased Compensation (Tables)

6 Months Ended

Dec. 31, 2013

Equity [Abstract]

Summary of Option Activity

	Number of Shares Underlying Outstanding Options			Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Intrinsic Value
Options outstanding as of June 30, 2013		3,583,500			3.8	$	.10	$	—
Granted		2,026,000			4.6	$	.05	$	—
Exercised		—			—	$	—	$	—
Forfeited or expired		(623,000	)		2.4	$	.07	$	—
Options outstanding as of December 31, 2013		4,986,500			4.0	$	.09	$	—
Options exercisable as of December 31, 2013		1,516,625			3.1	$	.12	$	—

Value assumptions related to options

	Six Months  Ended December 31, 2013	Six Months  Ended December 31, 2012
Exercise Price:	$.045-$.051	$.06-$.10
Volatility:	231%-251%	40%-47%
Risk Free Rate:	.99%-1.04%	.43%-.60%
Vesting Period:	Immediate to 4 years	4 years
Forfeiture Rate:	0%	0%
Expected Life	4.1-4.5 years	4.5 years
Dividend Rate	0%	0%

Weighted Average characteristics of outstanding stock options

		Outstanding Options						Exercisable Options
Exercise Prices		Number of Shares		Remaining Life  (Years)		Weighted Average  Price		Number of Shares		Weighted Average  Price
$	.05 to .09		3,785,000		4.2	$	.07		778,000	$	.06
$	.15 to .16		947,500		2.6	$	.16		548,125	$	.16
$	.20 to $.25		254,000		0.8	$	.25		190,500	$	.25
Total stock options			4,986,500		3.8	$	.10		1,516,625	$	.12

Stock-based compensation expense

	Three Months  Ended December 31,				Six Months  Ended December 31,
	2013		2012		2013		2012
Cost of Goods Sold	$	3,106	$	3,168	$	7,705	$	6,142
Other Selling and Marketing	1,723		893		3,951		1,827
General and Administrative	6,557		4,973		24,057		11,640
Total Stock-based Compensation Expense	$	11,386	$	9,034	$	35,713	$	19,609

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Commitments and Contingencies

6 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 14. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its facility under a ten year operating lease that was signed in September 2005 and expires December 31, 2015. Lease payments are on an escalating schedule with the final year on the lease at $34,358 per month. The liability for this difference in the monthly payments is accounted for as a deferred rent liability, and the balance in this account at December 31, 2013 was $162,527 and $193,516 at June 30, 2013. The rent expense under this lease for the three months ended December 31, 2013 and 2012 was $80,931.

The Company also leases certain postage equipment under an operating lease.  The monthly lease is $104 per month and expires January 2017.

The Company entered into an operating lease for certain material handling equipment in September 2010.  The monthly lease amount is $1,587 per month and expires in September 2015.

Future minimum lease payments under non-cancelable operating leases at December 31, 2013 are as follows:

Years ending June 30,
2014 (six months)		208,980
2015		425,274
2016		210,569
Thereafter through 2017		1,038
Total minimum lease payments	$	845,861

Capital Leases

The Company has acquired equipment under the provisions of long-term leases. For financial reporting purposes, minimum lease payments relating to the equipment have been capitalized. The leased properties under these capital leases have a total cost of $349,205. These assets are included in the fixed assets listed in Note 5 - Equipment and Leasehold Improvements and include computers, software, furniture, and equipment. The capital leases have stated or imputed interest rates ranging from 7% to 21%.

The following is an analysis of the minimum future lease payments subsequent to December 31, 2013:

Years ending June 30,
2014 (six months)	$	16,471
2015		31,407
2016		30,311
2017		18,885
Thereafter through 2018		440
Total minimum lease payments		97,514
Less amount representing interest		(21,457	)
Present value of net minimum lease payments		76,057
Less current portion		(22,631	)
Long-term obligations under leases payable	$	53,426

 Legal Proceedings

As of the date of this Quarterly Report on Form 10-Q, there are no material pending legal or governmental proceedings relating to our company or properties to which we are a party, and to our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.

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Unsecured Lines of Credit

6 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Unsecured Lines of Credit

NOTE 10. UNSECURED LINES OF CREDIT

The Company has drawn cash advances on two unsecured lines of credit that are in the name of the Company and Louis S. Friedman. The terms of these unsecured lines of credit call for monthly payments of principal and interest, with interest rates ranging from 7% to 18%. The aggregate amount owed on the two unsecured lines of credit was $4,459 at December 31, 2013 and $12,535 at June 30, 2013.

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Commitments and Contingencies - Future minimum capital lease payments (Details) (USD $)	Dec. 31, 2013
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2014	$ 16,471
2015	31,407
2016	30,311
2017	18,885
2018	440
Future Minimum Lease Payments	97,514
Less Amount Representing Interest	(21,457)
Present Value of Minimum Lease Payments	76,057
Current portion of lease payable	(22,631)
Long-Term Obligations under Leases Payable	$ 53,426

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Line of Credit

6 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Line of Credit

NOTE 8. LINE OF CREDIT

 On May 24, 2011, the Company’s wholly owned subsidiary, OneUp and OneUp’s wholly owned subsidiary, Foam Labs entered into a credit facility with a finance company, Advance Financial Corporation, to provide it with an asset based line of credit of up to $750,000 against 85% of eligible accounts receivable (as defined in the agreement) for the purpose of improving working capital.  The term of the agreement was one year, renewable for additional one-year terms unless either party provides written notice of non-renewal at least 90 days prior to the end of the current financing period. The credit facility was secured by our accounts receivable and other rights to payment, general intangibles, inventory and equipment, and are subject to eligibility requirements for current accounts receivable. Advances under the agreement were charged interest at a rate of 2.5% over the lenders Index Rate.  In addition there was a Monthly Service Fee (as defined in the agreement) of up to 1.25% per month.  

On September 4, 2013, the credit agreement with Advance Financial Corporation was amended and restated to increase the asset based line of credit to $1,000,000 to include an Inventory Advance (as defined in the amended and restated receivable financing agreement) of up to the lesser of $300,000 or 75% of the eligible accounts receivable loan. In addition, the amended and restated agreement changed the interest calculation to prime rate plus 3% (as of December 31, 2013, the interest rate was 6.25%) and the Monthly Service Fee was changed to .5% per month.

The Company’s CEO, Louis Friedman, has personally guaranteed the repayment of the facility.  In addition, Liberator has provided its corporate guarantee of the credit facility.  On December 31, 2013, the balance owed under this line of credit was $896,918.  On December 31, 2013, we were current and in compliance with all terms and conditions of this line of credit.

Management believes cash flows generated from operations, along with current cash and investments as well as borrowing capacity under the line of credit should be sufficient to finance capital requirements required by operations. If new business opportunities do arise, additional outside funding may be required.

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Credit Card Advance

6 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Credit Card Advance

NOTE 9. CREDIT CARD ADVANCE

On October 4, 2012, the Company entered into an agreement with Credit Cash NJ, LLC whereby Credit Cash agreed to loan OneUp and Foam Labs a total of $400,000. The loan is secured by OneUp’s and Foam Lab’s existing and future credit card collections. Terms of the loan call for a repayment of $448,000, which includes a one-time finance charge of $48,000, approximately ten months after the funding date. On May 14, 2013, the loan was renewed for $400,000 and the remaining balance of $126,518 on the prior loan was repaid from the net proceeds of the renewal. At the time of the renewal, the Company had a balance of $14,400 in unamortized discount which was charged to interest expense during the fourth quarter. Terms of the renewal loan call for a repayment of $448,000, which includes a one-time finance charge of $48,000, approximately ten months after May 14, 2013. This will be accomplished by Credit Cash withholding a fixed amount each business day of $2,074 from OneUp’s credit card receipts until full repayment is made. The loan is guaranteed by the Company and is personally guaranteed by the Company’s CEO and majority shareholder, Louis S. Friedman. As of December 31, 2013, the principle amount is $112,499, net of a discount of $9,600.

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Convertible Notes Payable Shareholder

6 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Convertible Notes Payable Shareholder

NOTE 11. CONVERTIBLE NOTES PAYABLE - SHAREHOLDER

On June 24, 2009, the Company issued a 3% convertible note payable to Hope Capital with a face amount of $375,000. Hope Capital is a shareholder of the Company and was the majority shareholder of the Company before the merger with OneUp.  The note was convertible, at the holder’s option or the Company’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of August 15, 2012. Effective August 15, 2012, the note was amended to reduce the per share conversion price to $0.20 and extend the maturity date to August 15, 2013. Effective August 15, 2013, the note was amended again to reduce the per share conversion price to $0.125 and extend the maturity date to August 15, 2014. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. Upon maturity, the Company has the option to either repay the note plus accrued interest in cash or issue the equivalent number of shares of common stock at $.125 per share, unless such conversion would force the holders’ total ownership of common stock of the Company to exceed 9.9% of the total shares outstanding. As of December 31, 2013, the principle balance was $375,000 and accrued interest was $50,733.

On September 2, 2009, the Company issued a 3% convertible note payable to Hope Capital, Inc. with a face amount of $250,000. The note was convertible, at the holder’s option, into common stock at $.25 per share and could be converted at any time prior to the maturity date of September 2, 2012. Effective September 2, 2012, the note was amended to reduce the per share conversion price to $0.10 and extend the maturity date to September 2, 2013. Effective September 2, 2013, the note was amended again to reduce the per share conversion price to $0.055 and extend the maturity date to September 2, 2014. There was no beneficial conversion on the date of amendment as the face value was equal to the conversion price. Upon maturity, the Company has the option to either repay the note plus accrued interest in cash or issue the equivalent number of shares of common stock at $.055 per share, unless such conversion would force the holders’ total ownership of common stock of the Company to exceed 9.9% of the total shares outstanding. As of December 31, 2013, the principle balance was $250,000 and the accrued interest was $32,486.

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Research and development (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Research and Development [Abstract]
Research and development	$ 27,471	$ 26,958	$ 53,197	$ 50,712

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Unsecured Lines of Credit (Details Narrative) (USD $)	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Line of Credit Facility [Abstract]
Interest Rate, minimum	7.00%
Interest Rate, maximum	18.00%
Unsecured lines of credit	$ 4,459	$ 12,535

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Organization

Liberator, Inc. (the “Company” or “Liberator”) was incorporated in the State of Florida on February 25, 1999. References to the “Company” in these notes include the Company and its wholly owned subsidiaries, OneUp Innovations, Inc. (“OneUp”), and Foam Labs, Inc. (“Foam Labs”).

The Company is a designer and manufacturer of various specialty furnishings for the sexual wellness market.  The Company has also become an online retailer of products for the sexual wellness market.  The Company’s sales and manufacturing operation are located in the same facility in Atlanta, Georgia.  Sales are generated through internet and print advertisements.  We have a diversified customer base with no particular concentration of credit risk in one economic sector.  For the three months and six months ended December 31, 2013, sales to Customer A accounted for 12% and 13% of our total sales, respectively. Foreign operations and foreign net sales are not material. Our business is seasonal and as a result we typically experience higher sales in our second and third quarters.

The accompanying unaudited condensed consolidated interim financial statements of Liberator, Inc. and all of its wholly-owned subsidiaries (collectively, the "Company" “we” or "Liberator") included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America ("GAAP") have been condensed or omitted pursuant to applicable rules and regulations. In the opinion of management, all adjustments considered necessary for fair presentation have been included. The year-end condensed balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by GAAP. The results of operations for the six months ended December 31, 2013 are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

Going Concern

Going Concern - The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. As of December 31, 2013, the Company has an accumulated deficit of $7,979,515 and a working capital deficit of $1,715,414. This raises substantial doubt about to its ability to continue as a going concern.

In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern.

These actions include an ongoing initiative to increase gross profit margins through improved production controls and reporting. We also plan to manage discretionary expense levels to be better aligned with current and expected revenue levels.  Furthermore, our plan of operation for the next twelve months continues a strategy for growth within our existing lines of business with an on-going focus on growing domestic sales. We estimate that the operational growth plans we have identified will require approximately $300,000 of funding. We expect to invest approximately $150,000 on sales and marketing programs, primarily sexual wellness advertising in magazines, on the internet and on cable television. We will also be exploring the opportunity to acquire other compatible businesses.

We plan to finance the required $300,000 with a combination of anticipated cash flows from operations over the next twelve months as well as cash on hand and cash we will seek to obtain through equity and debt financings.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  However, management cannot provide any assurances that the Company will be successful in accomplishing these plans.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Basis of Presentation

Basis of Presentation

These condensed consolidated financial statements include the accounts and operations of our wholly owned operating subsidiaries, OneUp Innovations, Inc. and Foam Labs, Inc. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation.

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  These condensed consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements contained in the Company’s report on Form 10-K for the year ended June 30, 2013 filed on September 30, 2013.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the period reported.  Management reviews these estimates and assumptions periodically and reflects the effect of revisions in the period that they are determined to be necessary.  Actual results could differ from those estimates and assumptions.

Use of Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Significant estimates in these condensed consolidated financial statements include estimates of: asset impairment; income taxes; tax valuation reserves; allowances for doubtful accounts; share-based compensation; and useful lives for depreciation and amortization.  Actual results could differ materially from these estimates.

Revenue Recognition

Revenue Recognition   

We recognize revenues as goods are shipped to customers and title is transferred. The criteria for recognition of revenue are when persuasive evidence that an arrangement exists and both title and risk of loss have passed to the customer, the price is fixed or determinable, and collectability is reasonably assured. Sales returns and allowances are estimated and recorded as a reduction to sales in the period in which sales are recorded.

The Company records product sales net of estimated product returns and discounts from the list prices for its products. The amounts of product returns and the discount amounts have not been material to date. The Company includes shipping and handling costs in cost of product sales.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

The allowance for doubtful accounts reflects management's best estimate of probable credit losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specifically identified nonpaying accounts and other currently available evidence. The Company reviews its allowance for doubtful accounts monthly with a focus on significant individual past due balances over 90 days. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers.

The following is a summary of Accounts Receivable as of December 31, 2013 and June 30, 2013.

	December 31, 2013			June 30, 2013
Accounts receivable	$	875,468		$	555,628
Allowance for doubtful accounts		(2,248	)		(4,986	)
Allowance for discounts and returns		(11,398	)		(27,742	)
Total accounts receivable, net	$	861,822		$	522,900

Inventories and Inventory Reserves

Inventories and Inventory Reserves

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Market is defined as sales price less cost to dispose and a normal profit margin.  Inventory costs include materials, labor, depreciation and overhead.

Concentration of Credit Risk

Concentration of Credit Risk

The Company maintains its cash accounts with banks located in Georgia.  The total cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per bank.  The Company had bank balances on deposit at December 31, 2013 that exceeded the balance insured by the FDIC by $591,248.  Accounts receivable are typically unsecured and are derived from revenue earned from customers primarily located in North America and Europe.

During the six month ended December 31, 2013, we purchased 27% and 19% of total inventory purchases from two vendors.

During the fiscal year ended June 30, 2013, we purchased 30% and 18% of total inventory purchases from two vendors.

As of December 31, 2013 one of the Company’s customers represents 23% of the total accounts receivables.

Fair Value of Financial and Derivative Instruments

Fair Value of Financial and Derivative Instruments

At December 31, 2013, our financial instruments included cash and cash equivalents, accounts receivable, accounts payable, and other long-term debt.

The fair values of these financial instruments approximated their carrying values based on either their short maturity or current terms for similar instruments.

The Company measures the fair value of its assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value inaccordance with generally accepted accounting principles and expands disclosures about fair value measurements.ASC 820 does not require any new fair value measurements, but its provisions apply to all other accountingpronouncements that require or permit fair value measurement.

ASC 820 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820 requires the Company to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly such as quoted prices for similar assets or liabilities or market-corroborated inputs; and

Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

The valuation techniques that may be used to measure fair value are as follows:

A. Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

B. Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method.

C. Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Advertising Costs

Advertising Costs

Advertising costs are expensed in the period when the advertisements are first aired or distributed to the public. Prepaid advertising (included in prepaid expenses) was $35,746 at December 31, 2013 and $16,709 at June 30, 2013. Advertising expense for the three months ended December 31, 2013 and 2012 was $126,800 and $162,736, respectively. Advertising expense for the six months ended December 31, 2013 and 2012 was $212,627 and $264,364, respectively.

Research and Development

Research and Development

Research and development expenses for new products are expensed as they are incurred. Expenses for new product development totaled $26,958 and $27,471 for the three months ended December 31, 2013 and 2012, respectively. Expenses for new product development totaled $50,712 and $53,197 for the six months ended December 31, 2013 and 2012, respectively. Research and development costs are included in general and administrative expense.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over estimated service lives for financial reporting purposes of 2-10 years.

Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. When properties are disposed of, the related costs and accumulated depreciation are removed from the respective accounts, and any gain or loss is recognized currently.

Impairment or Disposal of Long Lived Assets

Impairment or Disposal of Long Lived Assets

Long-lived assets to be held are reviewed for events or changes in circumstances which indicate that their carrying value may not be recoverable. They are tested for recoverability using undiscounted cash flows to determine whether or not impairment to such value has occurred as required by FASB ASC Topic No. 360, Property, Plant, and Equipment. The Company has determined that there was no impairment at December 31, 2013.

Operating Leases

Operating Leases

The Company leases its facility under a ten year operating lease that was signed in September 2005 and expires December 31, 2015. The lease is on an escalating schedule with the final year on the lease at $34,358 per month. The liability for this difference in the monthly payments is accounted for as a deferred rent liability,and the balance in this account at December 31, 2013 was $162,527. The rent expense under this lease for the six months ended December 31, 2013 and 2012 was $80,931. The Company also leases certain equipment under operating leases, as more fully described in Note 14 - Commitments and Contingencies.

Segment Information

Segment Information

We have identified three reportable sales channels:  Direct, Wholesale and Other.  Direct includes product sales through our three e-commerce sites and our single retail store. Wholesale includes Liberator branded products sold to distributors and retailers, non-Liberator products sold to retailers, and private label items sold to other resellers. The Wholesale category also includes contract manufacturing services, which consists of specialty items that are manufactured in small quantities for certain customers, and which, to date, has not been a material part of our business. Other consists principally of shipping and handling fees and costs derived from our Direct business and fulfillment service fees. For the three months and six months ended December 31, 2013, sales to Customer A accounted for 12% and 13% of our total sales, respectively.

The following is a summary of sales results for the Direct, Wholesale, and Other channels.

	Three Months Ended (unaudited)						Six Months Ended (unaudited)
	December 31, 2013			December 31, 2012			December 31, 2013			December 31, 2012
Net Sales:
Direct	$	1,820,242		$	1,419,607		$	3,171,729		$	2,602,484
Wholesale		2,185,584			2,269,280			4,043,492			4,078,063
Other		151,487			291,969			285,809			510,484
Total Net Sales	$	4,157,313		$	3,980,856		$	7,501,030		$	7,191,031
Gross Margin:
Direct	$	900,914		$	702,395		$	1,564,919		$	1,304,594
Wholesale		324,470			497,694			799,084			917,118
Other		(103,552	)		(19,346	)		(188,104	)		(32,194	)
Total Gross Margin	$	1,121,832		$	1,180,743		$	2,175,899		$	2,189,518

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements.

Net Income (Loss) Per Share

Net Income Per Share

Basic net income per common share was determined by dividing net income applicable to common stockholders by the weighted average common shares outstanding during the period plus the effect of stock options using The Treasury Stock Method. 

	December 31,
	2013		2012
Common stock options		4,986,500		4,234,500
Common stock warrants		2,462,393		2,462,393
Convertible preferred stock		4,300,000		4,300,000
Convertible notes		7,545,455		4,375,000
Total		19,294,348		15,371,893

Income Taxes

Income Taxes

We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets.  

Stock based Compensation

Stock Based Compensation

We account for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation. We measure the cost of each stock option at its fair value on the grant date. Each award vests over the subsequent period during which the recipient is required to provide service in exchange for the award (the vesting period). The cost of each award is recognized as expense in the financial statements over the respective vesting period. All of the Company’s stock options are service-based awards.

Stock Issued for Services to other than Employees

Stock Issued for Services to other than Employees

Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by FASB ASC 505, which is measured as of the date required by FASB ASC 505, “Equity – Based Payments to Non-Employees”. In accordance with FASB ASC 505, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date”, which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

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Notes Payable (Tables)

6 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Notes Payable

	December 31, 2013				June 30, 2013
Unsecured note payable for $250,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing December 6, 2013.  Secured by personal guarantee of majority stockholder.			-			121,584
Unsecured note payable for $250,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing January 10, 2014.  Secured by personal guarantee of majority stockholder.			10,564			140,784
Unsecured note payable for $130,000 to an individual shareholder with interest at 20%, principal and interest paid bi-weekly, maturing April 4, 2014. Secured by personal guarantee of majority stockholder.			37,585			102,256
Unsecured note payable for $100,000 to an individual, with interest at 20% payable monthly; principal due in full on October 31, 2014.  Secured by personal guarantee of majority stockholder.			100,000			-
Unsecured note payable for $250,000to two individual shareholders with interest at 20%, principal and interest paid bi-weekly, maturing December 19, 2014. Secured by personal guarantee of majority stockholder.			250,000			-
Unsecured note payable for $100,000 to an individual, with interest at 20% payable monthly; principal due in full on July 31, 2012. Subsequent to June 30, 2012, the due date on this note was extended to July 31, 2013. Subsequent to June 30, 2013, the due date on this note was extended to July 31, 2015. Secured by personal guarantee of majority stockholder.			100,000			100,000
Unsecured note payable for $300,000 to an individual, with interest at 20%, principal and interest originally due in full on January 3, 2012; extended to January 3, 2013, then extended to January 3, 2014, with interest payable monthly and principal due on maturity.  Secured by personal guarantee of majority stockholder.			300,000			300,000
Unsecured note payable for $200,000 to an individual, with interest at 16%, principal and interest originally due on January 3, 2011, extended to May 1, 2013. Beginning May 31, 2011, the interest rate was increased to 20%, with interest payable monthly, and the principal due in full on May 1, 2013. Effective April 30, 2013, the due date on this note was extended to May 1, 2015. Secured by personal guarantee of majority stockholder.			200,000			200,000
Total unsecured notes payable			998,149			964,624
Less: current portion			(698,149	)		(664,624	)
Long-term unsecured notes payable		$	300,000		$	300,000

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Line of Credit (Details Narrative) (USD $)	0 Months Ended	6 Months Ended
	May 24, 2011	Dec. 31, 2013	Jun. 30, 2013
Line of credit		$ 896,918	$ 366,196
Line of Credit
Date issued	May 24, 2011
Line of credit, limit	$ 750,000		$ 1,000,000
Collateral	85% of eligible accounts receivable	lesser of $300,000 or 75% of the eligible accounts receivable loan
Interest Rate Description	2.5% over the lenders Index Rate	prime rate plus 3%
Lenders Index Rate			4.75%
Monthly Service Fee	1.25%	0.50%

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Stock-based Compensation - Assumptions (Details) (USD $)	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Vesting Period	4 years 0 months	4 years 0 months
Forfeiture Rate	0.00%	0.00%
Dividend Rate	0.00%	0.00%
Minimum
Exercise Price	$ 0.06	$ 0.45
Volatility	231.00%	40.00%
Risk Free Rate	0.99%	0.43%
Expected Life	4 years 1 month
Maximum
Exercise Price	$ 0.10	$ 0.051
Volatility	251.00%	47.00%
Risk Free Rate	1.04%	0.60%
Expected Life	4 years 5 months	4 years 5 months

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Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
OPERATING ACTIVITIES:
Net income (loss)	$ 68,170	$ 110,184
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	114,970	88,963
Amortization of debt discount		14,400
Stock based compensation expense	35,713	19,609
Loss on disposal of fixed asset		2,801
Provision for bad debt	1,523	9,240
Deferred rent payable	(30,989)	(25,669)
Changes in operating assets and liabilities:
Accounts receivable	(340,445)	(123,873)
Inventories	79,056	(217,166)
Prepaid expenses and other assets	(9,290)	9,220
Accounts payable	141,283	210,161
Accrued compensation	38,559	(8,031)
Accrued expenses and interest	(20,047)	(14,324)
Net cash provided by operating activities	78,503	75,515
INVESTING ACTIVITIES:
Investment in equipment and leasehold improvements	(12,385)	(196,483)
Net cash used in investing activities	(12,385)	(196,483)
FINANCING ACTIVITIES:
Net cash provided by (used in) line of credit	530,722	(40,857)
Net (repayment) borrowing of credit card cash advance	(247,053)	282,277
Repayment of unsecured line of credit	(8,076)	(12,869)
Proceeds from issuance of debt		250,000
Net proceeds (repayment) of short-term debt	33,524	(203,613)
Principal payments on equipment note payable and capital leases	(17,271)	(18,720)
Net cash used in financing activities	291,846	256,218
Net decrease in cash and cash equivalents	357,964	135,250
Cash and cash equivalents at beginning of period	397,860	494,420
CASH AND CASH EQUIVALENTS AT END OF PERIOD	755,824	629,670
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Additions to capital leases	30,979	23,850
Cash paid during the year for: Interest	185,988	196,114
Cash paid during the year for: Income taxes

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Equipment and Leasehold Improvements, Net

6 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Equipment and Leasehold Improvements, Net

NOTE 5. EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Equipment and leasehold improvements are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment and furniture and fixtures, or the shorter of the remaining lease term or estimated useful lives for leasehold improvements.

Equipment and leasehold improvements consisted of the following:

	December 31, 2013				June 30, 2013				Estimated Useful Life
Factory Equipment		$	1,737,357			$	1,693,993		2-10 years
Computer Equipment and Software			867,677				867,677		5-7 years
Office Equipment and Furniture			166,996				166,996		5-7 years
Leasehold Improvements			343,120				343,120		10 years
Subtotal			3,115,150				3,071,786
Accumulated Depreciation			(2,429,766	)			(2,314,796	)
Total equipment and leasehold improvements, net		$	685,384			$	756,990

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amount to forecasted undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds its estimated future cash flows, then an impairment charge is recognized to the extent that the carrying amount exceeds the asset’s fair value. Management has determined no asset impairment occurred during the six months ended December 31, 2013.

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Commitments and Contingencies - Operating Leases (Details Narrative) (USD $)	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Operating Leases
Deferred rent liability	$ 162,527
Rent Expense	80,931
Capital Leases
Leased properties		349,205
Employment Agreements
Officer Salary	150,000
Voting Power	70.2%
Minimum
Capital Leases
Interest rates	7.00%
Maximum
Capital Leases
Interest rates	21.00%
Facility
Operating Leases
Letter of Credit		25,000
Monthly rental, final year	34,358
Term of lease	Signed in September 2005 and expires December 31, 2015
Postage Equipment
Operating Leases
Monthly rental, final year	104
Term of lease	Expires January 2017
Equipment
Operating Leases
Monthly rental, final year	$ 1,587
Term of lease	Expires September 2015

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Short-term Notes Payable-Related Party (Tables)

6 Months Ended

Dec. 31, 2013

Notes to Financial Statements

Short-term Notes Payable - Related Party

	December 31, 2013		June 30, 2013
Unsecured note payable to an officer, with interest at 3.25%, due on demand	$	40,000	$	40,000
Unsecured note payable to an officer, with interest at 3.25%, due on demand		76,000		76,000
Total unsecured notes payable	$	116,000	$	116,000

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Stockholders' Equity-Options (Details Narrative) (USD $)	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options, authorized	5,000,000
Options, available for issurance	413,500
Closing stock price	$ 0.045
Stock options granted	2,026,000	2,444,000

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Subsequent Events

6 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

NOTE 15. SUBSEQUENT EVENT

On January 24, 2014, the Company issued an unsecured promissory note to two individual shareholders for $250,000. Terms of the note call for bi-weekly principal and interest payments of $10,646 with the note due in full on January 23, 2015. Mr. Friedman has personally guaranteed the repayment of the loan obligation.