Note 4. Financing Agreements

Equipment and furniture lease

As of October 31, 2013, the Company entered into a sale leaseback agreement with David Sheerr, a related party, (“Mr. Sheerr”) was employed by the Company as an advisor until August 31, 2016. The agreement is to leaseback the equipment and furniture that was sold to Mr. Sheerr on October 31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional two year period. The transactions described have been accounted for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately $139,000, which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the remaining approximately $322,000 in proportion to the related gross rental charged to expense over the term of the lease, 60 months. The current portion of $72,000 deferred gain is reflected in accrued liabilities and the long term portion of $35,000 is reflected in other liabilities long term in the consolidated balance sheet as of April 30, 2017.

The current portion of $72,000 deferred gain is reflected in accrued liabilities and the long term portion of $107,000 is reflected in other liabilities long term in the consolidated balance sheet as of April 30, 2016.

Bank financing

In November 2013, the Company had entered into a financing agreement (the “Financing Agreement”) with Rosenthal & Rosenthal, Inc. The Financing Agreement provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The loans under the Financing Agreement mature on November 30, 2017 unless such Financing Agreement is either earlier terminated or renewed. Loans outstanding under the Financing Agreement bear interest at a rate of the Prime Rate (as defined in the Financing Agreement) plus 3.25% (the “Effective Rate”) or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%. The weighted average interest rate for the year ended April 30, 2017 was 9.3%. The Financing Agreement contains other financial and restrictive covenants, including, among others, covenants limiting our ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. At April 30, 2017 the Company was in compliance with all covenants. Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. On April 29, 2014, the Company entered into an amendment (the “Amendment”) to the Financing Agreement. The Amendment provides for advances against inventory balances based on prescribed formulas of raw materials and finished goods. The maximum borrowing capacity remains at $3,500,000. Borrowings at April 30, 2017 and April 30, 2016 totaled approximately $1,340,000 and $1,776,000 respectively there is no additional availability as of April 30, 2017.

Convertible note payable

On April 13, 2017, The Company issued and sold a convertible promissory note in the principal amount of $250,000 to USG. The Note is due six months from the date of issuance and accrues interest at a rate of 9% per annum. Upon the occurrence of an “Event of Default”, as defined in the Note, the Note shall be convertible into shares of the Company’s common stock at a conversion price that shall equal 95% of the average of the lowest three (3) daily closing bid prices of the Company’s common stock, but in no event less than $4.60.

The Company evaluated the convertible promissory note’s conversion features under ASC 815, Derivatives and Hedging and determined that under this the conversion features did not meet the definition of a derivative. The Company also evaluated the convertible promissory note and it does not contain a beneficial conversion feature.

The weighted average interest rate on amounts borrowed under these agreements at April 30, 2017 and 2016 was 9.2% and 8.5%, respectively. The average dollar amounts borrowed under these agreements for the fiscal years ended April 30, 2017 and 2016 were approximately $1,488,000 and $2,348,000, respectively.