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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 November 30, 2015

 

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

 

For the transition period from          to         

 

Commission File No. 000-54990

 

Maiden Lane Jewelry, Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

New York     46-0956015
(State or Other Jurisdiction     (I.R.S. Employer
of Incorporation or Organization)     Identification No.)

 

64 West 48th Street, Suite 1107, New York, New York 10036

(Address of Principal Executive Offices) (Zip Code)

 

(212) 840-8477

(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 ¨ No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨   Accelerated filer ¨   Non-accelerated filer ¨   Smaller Reporting Company x

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

As of December 31, 2015, there were 10,494,428 shares of the registrant’s common stock outstanding.

 

 

 

 

 

MAIDEN LANE JEWELRY, LTD.

 

INDEX

 

PART I. FINANCIAL INFORMATION    
Item 1. Financial Statements   F-1 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   1
Item 3. Quantitative and Qualitative Disclosures about Market Risk   6
Item 4. Controls and Procedures   6
PART II. OTHER INFORMATION   7
Item 1. Legal Proceedings   7
Item 1A. Risk Factors   7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   7
Item 3. Defaults Upon Senior Securities   7
Item 4. [Removed and Reserved]   7
Item 5. Other Information   7
Item 6. Exhibits   7
Signatures   8
     
Certification of CEO Pursuant to Section 302    
Certification of CFO Pursuant to Section 302    
Certification of CEO Pursuant to U.S.C. Section 1350    
Certification of CFO Pursuant to U.S.C. Section 1350    

 

 

 

 

MAIDEN LANE JEWELRY, LTD.

CONDENSED BALANCE SHEET

 

   November 30,   May 31, 
   2015   2015 
   (unaudited)     
ASSETS          
Current Assets:          
Cash and Cash Equivalents  $7,142   $41,731 
Accounts Receivable, Net   5,033,773    3,991,158 
Inventories   2,002,942    2,589,231 
Prepaid Expenses   197,229    187,230 
Deferred Taxes   160,100    122,300 
Total Current Assets   7,401,186    6,931,650 
Property and Equipment, Net   84,466    47,277 
Trademarks   13,407     
Security Deposits   2,000    2,000 
Total Assets  $7,501,059   $6,980,927 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Accounts Payable  $3,312,824   $2,009,072 
Accrued Expenses   62,072    30,220 
Loans Payable - Factor   2,366,963    2,242,399 
Loans Payable – Related Parties, net of discount of $4,487 at November 30, 2015 and $4,825 at May 31, 2015   289,497    797,007 
Convertible Note Payable – Related Party   -    74,000 
Notes Payable, net of debt discount of $93,388 at November 30, 2015   336,612    - 
Income Taxes Payable   39,105    48,687 
Total Current Liabilities   6,407,073    5,201,385 
Long-Term Debt:          
Notes Payable, net of debt discount of $141,804 at May 31, 2015   -    288,196 
Notes Payable - Related Parties   600,000    600,000 
Convertible Note Payable - Related Party   74,000    - 
Total Liabilities   7,081,073    6,089,581 
           
Commitments and Contingencies          
           
Stockholders’ Equity:          
Preferred Stock, $.0001 par value; 10,000,000 shares authorized, none issued and outstanding at November 30, 2015 and May 31, 2015        
Common Stock, $.0001 par value; 50,000,000 shares authorized, 10,494,428 shares issued and outstanding at November 30, 2015 and May 31, 2015   1,049    1,049 
Additional Paid-In Capital   1,210,296    1,205,417 
Accumulated Deficit   (791,359)   (315,120)
Total Stockholders’ Equity   419,986    891,346 
Total Liabilities and Stockholders’ Equity  $7,501,059   $6,980,927 

 

The accompanying notes are an integral part of these financial statements.

 

 F-1 

 

 

MAIDEN LANE JEWELRY, LTD.

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

 

  

Three Months Ended

November 30,

  

Six Months Ended

November 30,

 
   2015   2014   2015   2014 
Sales - Net  $1,947,370   $2,735,248   $4,345,195   $4,565,032 
                     
Costs and Expenses:                    
Cost of Sales   1,709,326    2,030,018    3,659,642    3,541,894 
Officer’s Compensation   145,866    137,151    262,664    228,521 
Professional and Consulting Fees   66,031    190,593    206,211    358,595 
Selling, General and Administrative Expenses   248,104    166,937    521,886    320,268 
Provision for Bad Debts   7,559    2,779    7,559    2,779 
Total Costs and Expenses   2,176,886    2,527,478    4,657,962    4,452,057 
                     
Income (Loss) from Operations   (229,516)   207,770    (312,767)   112,975 
                     
Other Income (Expense):                    
Interest Expense – Related Party   (746)   (746)   (1,492)   (1,484)
Interest Expense – Related Party Loans Payable   (10,507)   )   (17,214)    
Interest Expense – Notes Payable   (11,825)   (11,759)   (23,650)   (12,912)
Interest Expense – Accounts Receivable Financings   (64,958)   (37,238)   (110,500)   (65,519)
Amortization of Debt Discount   (25,464)   (16,144)   (48,416)   (17,833)
Total Other Income and (Expenses)   (113,500)   (65,887)   (201,272)   (97,748)
                     
Income (Loss) before Income Tax (Benefit)   (343,016)   141,883    (514,039)   15,227 
Income Tax (Benefit)   (22,500)   37,500    (37,800)   (4,500)
Net Income (Loss)  $(320,516)  $104,383   $(476,239)  $19,727 
                     
Income (Loss) Per Common Share – Basic  $(0.03)  $0.01   $(0.05)  $0.00 
                     
Basic Weighted Average Shares   10,494,428    10,476,854    10,494,428    10,473,145 
                     
Income (Loss) Per Common Share – Diluted  $(0.03)  $0.01   $(0.05)  $0.00 
                     
Diluted Weighted Average Shares   10,494,428    10,513,854    10,494,428    10,510,145 

 

The accompanying notes are an integral part of these financial statements.

 

 F-2 

 

 

MAIDEN LANE JEWELRY, LTD.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2015

(Unaudited)

 

           Additional         
   Common Stock   Paid-In   Retained     
   Shares   Amount   Capital   Earnings   Total 
Balance, May 31, 2015   10,494,428   $1,049   $1,205,417   $(315,120)  $891,346 
Debt Discount on Notes Payable           4,879        4,879 
Net Loss for the six months ended November 30, 2015               (476,239)   (476,239)
Balance, November 30, 2015   10,476,854   $1,049   $1,210,296   $(791,359)  $419,986 

 

The accompanying notes are an integral part of these financial statements.

 

 F-3 

 

 

MAIDEN LANE JEWELRY, LTD.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

 

   Six Months
Ended
   Six Months
Ended
 
   November 30,   November 30, 
   2015   2014 
Cash Flows from Operating Activities:          
Net Income (Loss)  $(476,239)  $19,727 
Adjustments to Reconcile Net (Loss) to Net Cash (Used) in Operating Activities:          
Depreciation   6,577    2,270 
Amortization of Note Discount   53,630    17,833 
Deferred Taxes   (37,800)   (77,000)
Reserve for Doubtful Accounts and Sales Returns and Allowances   46,586    106,726 
Changes in Assets and Liabilities:          
(Increase) in Accounts Receivable   (1,089,203)   (2,207,762)
(Increase) in Other Receivables       (464,529)
Decrease in Inventories   586,289    26,545 
(Increase) in Prepaid Expenses   (9,999)   (38,360)
Increase in Accounts Payable   1,303,752    1,074,381 
Increase (Decrease) in Accrued Expenses   31,852    (11,374)
Increase (Decrease) in Income Taxes Payable   (9,582)   67,123 
Net Cash Provided by (Used) in Operating Activities   405,863    (1,484,420)
           
Cash Flows from Investing Activities:          
Capital Expenditures   (43,766)   (7,032)
Purchase of Trademarks   (13,407)    
Net Cash Used by In Investing Activities   (57,173)   (7,032)
           
Cash Flows from Financing Activities:          
Proceeds of Note Issuance       430,000 
Proceeds of Loans Payable – Related Parties   621,655    636,000 
Payments of Loans Payable – Related Parties   (1,129,500)   (461,000)
Proceeds from Loans Payable – Factor   3,437,497    3,316,799 
Repayments to Loans Payable – Factor   (3,312,931)   (2,443,836)
Net Cash Provided by (Used) In Financing Activities   (383,279)   1,477,963 
           
(Decrease) in Cash and Cash Equivalents   (34,589)   (13,489)
           
Cash and Cash Equivalents – Beginning of Period   41,731    15,269 
           
Cash and Cash Equivalents – End of Period  $7,142   $1,780 
           
Supplemental Disclosure of Cash Flow Information:          
Interest Paid  $204,962   $62,256 
Income Taxes Paid  $9,582   $ 
           
Supplemental Disclosure of Non-Cash Investing and Financing Activities:          
Debt Discount on Notes Payable  $   $198,557 
           
Debt Discount on Loans Payable – Related Parties  $4,879   $ 
Issuance of 10,604 shares of Common Stock as consideration for payment of obligation to issue common stock  $   $32,871 

 

The accompanying notes are an integral part of these financial statements.

 

 F-4 

 

 

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 - Summary of Significant Accounting Policies

 

Organization and Basis of Presentation

 

Maiden Lane Jewelry, Ltd., formerly Romantique Ltd., (“the Company”) was incorporated on September 6, 2012 under the laws of the State of New York.  The Company is a wholesaler and manufacturer of jewelry including pendants, bracelets and earrings.  The Company began operations on October 1, 2012 by selling fashion rings, pendants, earrings and bracelets to independent retailers. In December 2012, the Company commenced a line of bridal (engagement) rings, featuring both settings and diamonds. In February 2014 the Company began the sale of bridal engagement rings featuring uniquely cut diamonds which in May 2014 was branded as an AspiriTM cut diamond. The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. Beginning in February 2015, the Company decided to phase out its line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.

 

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein.  These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  These condensed financial statements should be read in conjunction with the Company’s May 31, 2015 audited financial statements and notes included in Form 10-K filed on September 11, 2015.

 

Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

 

Cash and Cash Equivalents

 

The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.  As of November 30, 2015 and May 31, 2015, the Company did not have any cash equivalents.

 

Inventories

 

Raw materials are stated at the lower of cost or market, with cost determined by specific identification for unique items (such as diamond stones, each with a particular carat weight, color, clarity and cut) and using the first-in, first-out method for generic items or styles (certain semi-mounts and fashion jewelry). Finished goods the Company fabricates are stated at the lower of cost or market, with cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification).

 

Property and Equipment

 

Property and equipment is carried at cost less accumulated depreciation.  Depreciation is computed by the straight-line method over the estimated useful lives of the related assets, which is generally five years.

 

Revenue Recognition

 

For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101).  SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.  Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments are provided for in the same period the related sales are recorded. Provision for sales returns and allowances that were netted against sales amounted to $267,000 and $43,000 for the six months ended November 30, 2015 and 2014, respectively. 

 

Concentration of Credit Risks

 

The Company primarily sells its products to retail jewelers focused on mid-to-high end consumers. Customers typically receive payment terms of ratable monthly payments over 90 to 120 days with exceptions based on credit quality, seasonality or other terms and conditions.  As a result, the Company is exposed to credit risk on its accounts receivable. The Company generally seeks to mitigate such risk by performing credit checks through jeweler trade associations it is a member of, by attending trade shows which selectively invite retailer attendees based on their credit worthiness and by checking references with other jewelers in the industry.

 

 F-5 

 

 

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company may maintain cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 during the year.

 

Sales

 

The Company’s sales are comprised of primarily three major products: Aspiri cut jewelry (primarily engagement rings), Complete Rings (not Aspiri) and Fashion Jewelry. The Company may also on occasion sell loose stone jewelry. A breakdown of gross sales for the three and six months ended November 30, 2015 and 2014, respectively:

 

  

Three Months Ended

November 30,

  

Six Months Ended

November 30,

 
   2015   2014   2015   2014 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
AspiriTM Cut Jewelry   56%   50%   49%   43%
Complete Rings (not Aspiri)   21    28    25    36 
Fashion Jewelry & Other   23    22    26    21 

 

In February 2014 the Company began the sale of Aspiri bridal engagement rings. The first full quarter of Aspiri sales occurred during the three months ended May 31, 2104; at this initial roll-out of the Aspiri product line, there was less of a focus on the sales of non-Aspiri products. At the end of February 2015, the Company decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.

 

The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. A breakdown of Aspiri jewelry to gross sales for the three and six months ended November 30, 2015 and 2014, respectively:

 

  

Three Months Ended

November 30,

  

Six Months Ended

November 30,

 
   2015   2014   2015   2014 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
AspiriTM Engagement Rings   50%   46%   45%   41%
AspiriTM Pendants   4    2    3    1 
AspiriTM Earrings   2    2    1    1 

 

Advertising Costs

 

Advertising and show costs are charged to operations when incurred.  Advertising costs during the six months ended November 30, 2015 and 2014 were $113,000 and $101,000, respectively.  

 

Deferred Income Taxes

 

The Company accounts for deferred income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.  A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Net Income (Loss) Per Share

 

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented. Diluted loss per common share is computed by dividing net loss by the weighted average number of dilutive common share equivalents and convertible securities then outstanding. Diluted loss per common share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of warrants and conversion of debentures. Potentially dilutive securities as of November 30, 2015 and 2014 consisted of 37,000 common shares from convertible debentures and 122,550 common shares from outstanding warrants. The 122,550 warrants were issued in connection with $430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock. For the three and six months ended November 30, 2015, the dilutive and basic weighted average shares were the same, as potentially dilutive shares were anti-dilutive. For the three months ended November 30, 2015 and 2014, basic weighted average shares were 10,494,428 and 10,476,854, respectively and for the six months ended November 30, 2014, diluted weighted average shares were 10,510,145.

 

 F-6 

 

 

The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented:

 

   Three Months Ended November 30,   Six Months Ended November 30, 
   2015   2014   2015   2014 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
Numerator:                     
Net Income (Loss)  $(321,053)  $104,383   $(476,239)  $19,727 
Interest on Convertible Notes   746    746    1,492    1,484 
Net Income (Loss)  $(320,307)  $105,129   $(474,747)  $21,211 
                     
Denominator:                    
Basic weighted-average shares   10,494,428    10,476,854    10,494,428    10,473,145 
Effective of dilutive securities:                    
Warrants1   2   2   2   2
Convertible Debt3   4   37,000    4   37,000 
Diluted weighted-average shares   10,494,428    10,513,854    10,494,428    10,510,145 
                     
Per Share Income (Loss):                    
Basic  $(0.03)  $0.01   $(0.05)  $0.00 
Diluted  $(0.03)  $0.01   $(0.05)  $0.00 

 

1There are 122,550 warrants issued in connection with 430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock.

 

2Warrants for the three and six months ended November 30, 2015 and 2014 are not included in the computation of diluted weighted average shares as they are not dilutive under the treasury stock method of accounting.

 

3Convertible debt is convertible into 37,000 shares of common stock.

 

4Convertible debt for the three months ended November 30, 2015 is not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive.

  

 F-7 

 

 

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Accounting Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimates.  Management uses its best judgment in valuing these estimates, and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable.

 

Fair Value Measurements

 

The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.  The guidance describes a fair value hierarchy based on the levels of inputs, or which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

 

Level 1:  Quoted prices in active markets for identical assets or liabilities.

 

Level 2:  Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.

 

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.

 

The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans and notes payable.  These items are determined to be a Level 1 fair value measurement.

 

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and loans payable approximates fair value because of the short maturity of these instruments.  The recorded value of long-term debt approximates its fair value as the terms and rates approximate market rates.

 

Recent Accounting Pronouncements

 

Management does not believe there would have been a material effect on the accompanying financial statements had any recently issued, but not yet effective, accounting standards been adopted in the current period.

 

NOTE 2 - Inventories

 

Inventories consist of the following:

 

   November 30, 2015   May 31, 2015 
   (unaudited)     
         
Raw Materials  $1,090,088   $775,312 
Finished Goods   912,854    1,813,919 
Total Inventory  $2,002,942   $2,589,231 

 

Inventories are pledged as security for the Company’s Accounts Receivable Financing Agreement (see Note 9).

 

 

 F-8 

 

 

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 3 - Property and Equipment

 

Property and equipment consists of the following:

 

   November 30, 2015   May 31, 2015 
   (unaudited)     
         
Office Equipment  $16,349   $16,349 
Computers   4,778    4,778 
Capitalized Software   78,976    35,211 
    100,103    56,338 
Less:  Accumulated Depreciation   15,637    9,061 
   $84,466   $47,277 

 

The Company is capitalizing new software related to inventory management and production. The cost of this software includes a base package cost plus current customization. The software was fully implemented September 1, 2015, and the Company depreciates the total cost of the software over five years. Depreciation expense was approximately $6,600 and $2,300 for the six months ended November 30, 2014 and November 30, 2014, respectively.

 

NOTE 4 - Convertible Note Payable – Related Party

 

Convertible note payable to the Company’s president is summarized as follows:

 

   November 30, 2015   May 31, 2015 
   (unaudited)     
Note Payable, bearing interest at 4% per annum, and due June 30, 2017 (original maturity of the note being December 31, 2015 and, as per the terms of the note, extended at the Company’s election for an additional 18 months). The note is Convertible into shares of the Company’s Common stock at a conversion rate of $2 per share, subject to adjustment upon the occurrence of certain events including stock dividends, stock split or combinations and reclassifications.  $74,000   $74,000 

  

NOTE 5 - Loans Payable – Related Parties

 

Loans payable to related parties is summarized as follows:

 

   November 30, 2015   May 31, 2015 
   (unaudited)     
Loans payable to related parties include amounts payable to the Company’s President and CFO of $144,000 and $402,000 at November 30, 2015 and May 31, 2015, respectively, and $149,000 and $400,000 to other related parties at November 30, 2015 and May 31, 2015, respectively. The loans are payable on demand and non-interest bearing.  Interest has been imputed at 3.25% per annum and the Company has recorded a debt discount of $25,539 against Additional Paid-In Capital.  This discount is being amortized over two years.  $293,987   $801,832 
Less:  Unamortized discount   (4,490)   (4,825)
Loans Payable – Related Parties, Net  $289,497   $797,007 

 

A portion of this loan payable to the Company’s President and CFO in the amount of $219,000 is subordinated to the factor.

 

NOTE 6 - Notes Payable – Related Parties

 

Notes payable to related parties is summarized as follows:

 

   November 30, 2015   May 31, 2015 
   (unaudited)     
Notes payable to the Company’s President and CFO bears interest at 4% per annum and is due December 31, 2016.  Interest is payable quarterly and note is subordinated to the Factor.  $600,000   $600,000 

 

NOTE 7 - Unsecured Notes Payable

 

On August 18, 2014, August 25, 2014 and September 15, 2014 the Company issued $250,000, $150,000 and $30,000, respectively, of unsecured, subordinated notes bearing 11% interest with 285 detachable and freely transferable warrants per $1,000 face value Note.  The notes are due on the second anniversary of their issue date with warrants exercisable within ten years from their issue date at an exercise price of $3.50. The $150,000 of notes issued on August 25, 2014 are to an entity controlled by the brother of the Company’s president.

 

 F-9 

 

 

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Pursuant to ASC 470-20, the Company recorded the value of the warrants using the Black-Scholes method, which was determined to be approximately $369,000. A portion of the debt proceeds was allocated to the warrants as debt discount using the relative fair value method, which approximated $199,000. As the warrants contain fixed settlement provisions and the exercise price cannot be adjusted, the Company recorded the fair value of the warrants as additional paid in capital with a corresponding debt discount which will be amortized over the two-year term of the notes using the interest method. For the six months ended November 30, 2015 and 2014, the Company recognized approximately $48,000 and $18,000, respectively, in amortization expense relating to these warrants.

 

   November 30, 2015   May 31, 2015 
   (unaudited)     
Notes Payable, Par  $430,000   $430,000 
Initial Debt Discount   (198,557)   (198,557)
Accumulated Amortization   105,169    56,753 
Notes Payable, Net  $336,612   $288,196 

 

The fair value of the warrants on the issuance date was calculated using the Black-Scholes method with the following weighted average assumptions:

 

Dividend yield   0.00%
Volatility   310.78%
Risk-free interest rate   2.40%
Expected life (months)   120 
Grant date price per share  $3.01 
Warrants issued   122,550 
Aggregate grant date fair value  $369,000 

 

NOTE 8 - Financing Agreement

 

On September 30, 2013 the Company entered into an Account Receivable Financing Agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal” or the “Factor”) pursuant to which Rosenthal shall provide the Company with a line of credit up to $1,000,000.  On October 6, 2014, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,000,000. Loans made under the Accounts Receivable Financing Agreement bear interest at prime rate plus 3.5% (for an effective average rate of 7.5% for the three months ended August 31, 2015 and 2014) and are subject to certain financial covenants.  As security for these loans, Rosenthal has placed liens on the Company’s accounts receivable, inventories, and all other assets.  In addition, the loans have been personally guaranteed by Yitzchok Gurary, and his parents, Mordechai Gurary and Leah Gurary. In addition, the Company has granted Rosenthal a Landlord Subordination agreement.

 

The Accounts Receivable Financing Agreement calls for the subordination of certain of the Company’s debt as follows:

 

Accounts Payable – Classique Creations, LLC  $500,000 
Demand Loans Payable – Yitzchok Gurary  $219,000 

 

In connection with the Accounts Receivable Finance Agreement, the Company has borrowed approximately $2.3 million net as of November 30, 2015.  Total draws and repayments for the six months ended November 30, 2015 totaled approximately $3.4 million and $3.3 million, respectively. The Accounts Receivable Financing Agreement continues in full force and effect until September 30, 2016 and automatically from year to year thereafter, unless sooner terminated.

 

On March 9, 2015, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,500,000. On May 7, 2015, the Accounts Receivable Financing Agreement was amended to increase the loan amount that Rosenthal & Rosenthal may make to the Company to the lesser of the Maximum Credit Facility (as defined in the Accounts Receivable Financing Agreement) or $600,000, minus such reserves Rosenthal & Rosenthal, Inc. may deem necessary. Prior to this amendment, the loan amount could not exceed the lesser of the Maximum Credit Facility or the Receivable Availability (as defined in the Accounts Receivable Financing Agreement) equal to 70% of the Net Amount of Eligible Receivables (as defined in the Accounts Receivable Financing Agreement) minus such reserves as Rosenthal & Rosenthal, Inc. may deem necessary. On June 9, 2015, this Accounts Receivable Financing Agreement was further amended to increase the line of credit up to a maximum of $2,800,000.

 

 F-10 

 

 

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 9 - Commitments and Contingencies

 

None. 

 

NOTE 10 - Related Party Transactions

 

On October 1, 2012 the Company entered into a one-year consulting agreement with Isaac Gurary, under which he was to provide certain business and corporate marketing services to the Company for an annual consulting fee of 3% of certain net sales during the term of the agreement.  This agreement was amended on December 1, 2014 to exclude certain sales made at selected jewelry shows by trade organizations for which the Company is a designated vendor and was further amended on September 1, 2015 to further refine eligible sales products. As of November 30, 2015 the amount owed to Mr. Gurary was approximately $121,000 and was subsequently paid in full in December 2015.  As of May 31, 2015, the Company had recorded accrued compensation to Mr. Gurary in the amount of approximately $63,000.  Mr. Gurary serves as the Company’s President and CFO and is a significant stockholder of the Company.

 

During the six months ended November 30, 2015 and 2014the Company purchased approximately 59% and 26%, respectively, of its merchandise from Classique Creations LLC (“Classique”), a company that is owned by the mother of the Company’s President.

 

Included in accounts payable at November 30, 2015 and May 31, 2015 are amounts owed to Classique totaling approximately $2.8 million and $1.8 million, respectively. Payment terms to Classique are one to twelve months and the manner of settlement is cash payment. Pursuant to the Accounts Receivable Financing Agreement (See Note 9), accounts payable to Classique totaling $500,000 are subordinated to the Factor.

 

The Company rents office space from an inactive Company affiliated with the Company’s president on a month to month basis.  The agreement calls for rent at $2,500 per month.  Rent expense was approximately $15,000 and $13,000 for the six months ended November 30, 2015 and 2014, respectively. The Company’s portion of the rent is paid directly to the landlord.

 

NOTE 11 - Stockholders’ Equity

 

On August 4, 2014 the Company issued 10,604 shares of common stock at a price per share of $3.10 for marketing services rendered during the year ended May 31, 2014 for a total amount of $32,871; these shares have not been registered.

 

In connection with the issuance of $430,000 principal notes payable, the Company issued 122,550 common stock purchase warrants. Such warrants have an exercise price of $3.50 per share and expire between August and September 2024. As of November 30, 2015, all common stock purchase warrants remained outstanding and exercisable with a weighted average exercise price of $3.50 per share and a remaining contractual life of 8.7 years.

 

The Company’s Board of Directors may issue shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitation of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.

 

NOTE 12 - Major Suppliers and Customers

 

During the six months ended November 30, 2015 and November 30, 2014, the Company purchased approximately $2.2 million (approximately 59%) and $1.3 million (approximately 26%), respectively, of its merchandise from one manufacturer that is a related party (see Note 11).

 

In addition, the Company purchased merchandise from one vendor which amounted to approximately 41% of total purchases during the six months ended November 30, 2015.

 

Our three largest customers frequently vary from period to period. For the three and six months ended November 30, 2015, our three largest customers accounted for approximately 13% and 9%, respectively, of our total revenues. For the three and six months ended November 30, 2014, our three largest customers accounted for approximately 15% and 19%, respectively, of our total revenues.

 

NOTE 13 - Income Taxes

 

Our effective tax rates were approximately 0% and 0% for the six months ended November 30, 2015 and 2014, respectively.

 

 F-11 

 

 

MAIDEN LANE JEWELERY, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 14 - Subsequent Events

 

During the period following November 30, 2015, the Company overpaid Yitzchok Gurary, the Company’s President and CFO, the amounts owed to him as “Loan Payable - Related Parties” by approximately $172,000. Such payments could not be considered prepayments of, or as an offset to, the notes payable to Yitzchok Gurary which total $674,000 in accordance with the terms of such notes. These payments were recorded by the Company as an advance to Yitzchok Gurary and as such, represent a violation of Section 402 of the Sarbanes-Oxley Act prohibiting loans to officers and directors. After a full reconciliation of such amounts, Yitzchok Gurary promptly repaid such advances. The Company intends to contact Rosenthal and its counsel to determine whether this advance violates the terms of the subordination agreement between the Company, Mr. Gurary and Rosenthal pursuant to which Mr. Gurary has agreed to subordinate a minimum of $219,000 in debt owed to him by the Company (see Note 8 - Financing Agreement).

 

 F-12 

 

 

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

 

Note About References To Maiden Lane Jewelry, Ltd. TM

 

In this Form 10-Q the “Company”, “Maiden Lane”, “we”, “us” and “our” refer to Maiden Lane Jewelry, Ltd.TM unless the context otherwise requires.

 

Note About Trademarks

 

Maiden Lane Jewelry, Ltd.TM our logo and other trademarks of Maiden Lane Jewelry, Ltd. (including “Aspiri”TM) are the property of Maiden Lane Jewelry, Ltd. All other trademarks or trade names referred to in this Annual Report are the property of their respective owners.

 

Forward-Looking Statements

 

You should read the following discussion in conjunction with our financial statements and related notes thereto. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors.

 

 This quarterly report contains forward-looking statements as that term is defined in the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to “common stock” refer to our shares of common stock.

 

Emerging Growth Company

 

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the Jumpstart Our Business Startups Act (“JOBS Act”) also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

 

Overview

 

We are a wholesaler and manufacturer of jewelry with sales to independent jewelry retailers. Currently, our primary sales are complete engagement rings with a focus on bridal jewelry featuring uniquely cut stones and settings. Our complete engagement rings include both stone and setting and, using our managements’ experience in the jewelry industry, we create rings that show the stones to their best advantage. In addition, we also sell pendants and earrings that complement the designs and stones of our engagement ring jewelry. In connection with recent branding efforts, on May 27, 2014, we amended our certificate of incorporation to change our name from Romantique Jewelry Ltd. to Maiden Lane Jewelry, Ltd.

 

Beginning in December 2013, we began focusing production on bridal jewelry featuring uniquely cut diamonds that utilize an advanced cutting technique that visually and physically increases the crown size (the top and most visible part of the diamond) of a similarly weighted diamond by at least 25%. We call this increased look of the crown size “coverage” or what we call C5 TM – the fifth “C” – an additional “C” after the traditional “4Cs” of carat weight, color, clarity and cut. Given production lead times for this new design, our first sales of this line of bridal jewelry began in the last two weeks of February 2014. Because this unique cutting technique significantly increases the crown size of the diamond while decreasing the pavilion (bottom end below the crown) of the stone which is usually not seen, our diamonds appear to be much larger than typically cut diamonds of the same weight. In addition, because our Company creates each ring based on a specific diamond, as each stone’s measurements and appearance is unique, we are able to design rings which accentuate a diamond’s brilliance and other positive attributes.

 

 1 

 

 

As part of a major sales roll-out for this new product, we branded and began marketing such uniquely cut diamonds as the AspiriTM (“Aspiri”) cut diamond in May 2014. In addition, in July 2014 we began to broaden the collection of Aspiri products by producing pendants and earrings; given production lead times for these products and styles, our first significant sales of this product expansion occurred in November 2014.

 

We believe that there are competitive barriers to entry for our Aspiri products, including the sourcing of rough diamonds, cutting technique and limitations on mass production (as each stone is unique as well as the engagement ring mountings). The creation of an Aspiri cut diamond does not lend itself to mass production whereby approximately 92% of diamonds are cut and polished by lower cost, high volume Asian and Russian cutters which rely primarily on the manufacture of similar and common cuts rather than the careful evaluation and cutting tailored to the unique attributes of each stone. Instead, the rough for each diamond is carefully evaluated and uniquely cut whereby the dimensions, faceting and other factors are taken into consideration to maximize the face coverage of the diamond while maintaining its brilliance. Similarly, our ring and jewelry mountings are not mass produced. Instead of a one-size fits many approach and because each Aspiri stone is unique, our mountings are custom designed around the stone.

 

Our Aspiri cut engagement rings, including both stone and setting, show the center Aspiri diamond to its best advantage, i.e. accentuating its brilliance and hiding its imperfections. To maintain high quality standards, our manufacturing of the ring mountings and setting of stones, to date, is done in the United States. We believe that our new line of bridal jewelry featuring uniquely cut stones will appeal to both retailers and customers due to their perceived size, quality, cost and value.

 

Our website is located at www.maidenlaneltd.com.

 

Critical Accounting Policies and Estimates

 

The condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

Revenue Recognition

 

For revenue from product sales, we recognize revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101).  SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.  Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments are provided for in the same period the related sales are recorded.

 

Description of Revenues

 

Prior to December 2012, most of our revenues were generated through the sale of rings, pendants, necklaces and earrings with stones such as diamonds, rubies and emeralds (“Fashion Jewelry”). In December 2012, we launched our line of bridal engagement rings inclusive of its diamond center stone (“Complete Rings”) and in February 2014, we began to sell our AspiriTM cut diamond engagement ring. In November 2014, we began the sales of our expanded Aspiri product line which includes pendants and earrings.

 

Beginning in December 2013, we began focusing on bridal jewelry featuring uniquely cut stones which we subsequently branded in May 2014 as an AspiriTM diamond. These stones utilize an advanced cutting technique that visually and physically increases the crown size (the top and most visible part of the stone) of similarly weighted stones by 25% to 50%. Because this unique cutting technique significantly increases the crown size of the stone while decreasing the pavilion (bottom end below the crown) of the stone which is usually not seen, our diamonds appear to be much larger than typically cut diamonds of the same weight. In addition, because our company creates each ring based on a specific stone, as each stone’s measurements and appearance is unique, we are able to design rings which accentuate a diamond’s brilliance and other positive attributes. We believe that our new line of bridal jewelry featuring uniquely cut stones will appeal to both retailers and customers due to their perceived size, quality, cost and value.

 

Our plan is to expand our bridal ring sales, predominately in the new style of uniquely cut stones, which we believe are less seasonal at the retail-to-consumer level and less subject to economic downturn.

 

 2 

 

 

Our sales are comprised of primarily three major products: Aspiri Cut Rings, Complete Rings and Fashion Jewelry. We may also on occasion sell loose stone inventory.

 

A breakdown of gross sales for the three months ended November 30, 2015 and 2014, respectively:

 

  

Three Months Ended

November 30,

  

Six Months Ended

November 30,

 
   2015   2014   2015   2014 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
AspiriTM Cut Jewelry   56%   50%   49%   43%
Complete Rings (not Aspiri)   21    28    25    36 
Fashion Jewelry & Other   23    22    26    21 

 

In February 2014 the Company began the sale of Aspiri bridal engagement rings. The first full quarter of Aspiri sales occurred during the three months ended May 31, 2104; at this initial roll-out of the Aspiri product line, there was less of a focus on the sales of non-Aspiri products. At the end of February 2015, the Company decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.

 

The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. A breakdown of Aspiri jewelry to gross sales for the three months ended November 30, 2015 and 2014, respectively:

 

  

Three Months Ended

November 30,

  

Six Months Ended

November 30,

 
   2015   2014   2015   2014 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
AspiriTM Engagement Rings   50%   46%   45%   41%
AspiriTM Pendants   4    2    3    1 
AspiriTM Earrings   2    2    1    1 

 

Employees

 

As of November 30, 2015, we had 8 full-time employees. Generally, our sales representatives are paid on a commission basis.

 

Results of Operations

 

The principal measure of our financial performance are sales revenues from the sale of our products to independent retailers, the related cost of sales related to such inventory and the resultant net sales. Net income is also a key measure of financial performance which further adjusts net sales by administrative expenses, professional fees, interest expense and income taxes.

 

Set forth below is a discussion of our results of operations for the quarters ended November 30, 2015 and ended November 30, 2014.

 

Sales Revenues

 

Quarter Ended November 30, 2015 and 2014. For the three months ended November 30, 2015, we had net sales revenues of approximately $1.9 million as compared to $2.7 million of net sales for the three months ended November 30, 2014. These revenues arose from the sale of jewelry to various retailers. The decrease in due to unusually high seasonal sales during the November 2014 quarter relative to current and historic experience.

 

Our three largest customers frequently vary from period to period. For the three months ended November 30, 2015 and 2014, our three largest customers accounted for approximately 13% and 15% of our total revenues, respectively.

 

Six Months Ended November 30, 2015 and 2014. For the six months ended November 30, 2015, we had net sales revenues of approximately $4.3 million as compared to $4.6 million of net sales for the six months ended November 30, 2014. These revenues arose from the sale of jewelry to various retailers.

 

Our three largest customers frequently vary from period to period. For the six months ended November 30, 2015 and 2014, our three largest customers accounted for approximately 9% and 19% of our total revenues, respectively.

 

 3 

 

 

Cost of Sales

 

Quarter Ended November 30, 2015 and 2014. Cost of Sales decreased to approximately $1.7 million for the three months ended November 30, 2015 from $2.0 million for the three months ended November 30, 2014 on lower sales volume. Gross profit for the three months ended November 30, 2015 decreased to approximately $238,000 from approximately $705,000 for the three months ended November 30, 2014. Gross margins on net sales for the three months ended November 30, 2015 and 2014 were approximately 12.2% and 25.8%, respectively. Before taking into account sales credits, returns and allowances, gross margins on gross sales for the three months ended November 30, 2015 and 2014 were approximately 35.8% and 34.8%, respectively. During the three months ended November 30, 2015, the Company provided higher discounts for selected product that was deemed older inventory. In addition, some items sold during the period needed additional workmanship or recutting to meet the Company’s quality standards.

 

Six Months Ended November 30, 2015 and 2014. Cost of Sales increased to $3.7 million for the six months ended November 30, 2015 from $3.5 million for the six months ended November 30, 2014. Gross profit for the six months ended November 30, 2015 decreased to approximately $686,000 from approximately $1 million for the six months ended November 30, 2014. Gross margins on net sales for the six months ended November 30, 2015 and 2014 were approximately 15.8% and 21.9%, respectively. Before taking into account sales credits, returns and allowances, gross margins on gross sales for the six months ended November 30, 2015 and 2014 were approximately 32.9% and 33.9%, respectively.

 

Operating Expenses

 

General, Selling and Administrative

 

Quarter Ended November 30, 2015 and 2014. General, Selling and Administrative expenses were approximately $248,000 and approximately $167,000 for the three months ended November 30, 2015 and 2014, respectively. This increase is primarily attributed to an increase in travel and show expense of approximately $47,000, an increase of approximately $23,000 in advertising and an increase in dealer commissions of approximately $19,000. In addition, there was an additional increase in personnel expenses for the hiring of a director of marketing. These increases were offset by website development fees for a custom retailer portal of approximately $43,000 incurred in the prior 2014 quarter.

 

Six Months Ended November 30, 2015 and 2014. General, Selling and Administrative expenses were approximately $522,000 and approximately $320,000 for the six months ended November 30, 2015 and 2014, respectively. This increase is primarily attributed to an increase in travel and show expense of approximately $64,000, an increase of approximately $55,000 in advertising and an increase in dealer commissions of approximately $41,000. In addition, there was an additional increase in personnel expenses for the hiring of a director of marketing during and an additional back office employee. These increases were offset by website development fees for a custom retailer portal of approximately $43,000 incurred in the prior six months ended November 30, 2014.

 

Officers’ Compensation

 

Quarter Ended November 30, 2015 and 2014. For the three months ended November 30, 2015, officers’ compensation was approximately $146,000 as compared to approximately $137,000 for the three months ended November 30, 2014. This increase in is primarily related to the hiring of senior operating and production personnel since the prior year.

 

Six Months Ended November 30, 2015 and 2014. For the six months ended November 30, 2015, officers’ compensation was approximately $263,000 as compared to approximately $229,000 for the six months ended November 30, 2014. This increase in is primarily related to the hiring of senior operating and production personnel since the prior year.

 

Professional and Consulting Fees

 

Quarter Ended November 30, 2015 and 2014. Professional and Consulting fees were approximately $66,000 for the three months ended November 30, 2015, a decrease of $125,000 from approximately $191,000 for the three months ended November 30, 2014. The decrease is primarily attributable to a decrease in marketing expenses by $107,000 (primarily for the initial development of the Aspiri brand) and a $19,000 decrease in professional consulting fees.

 

Six Months Ended November 30, 2015 and 2014. Professional and Consulting fees were approximately $206,000 for the six months ended November 30, 2015 a decrease of $153,000 from approximately $359,000 for the six months ended November 30, 2014. The decrease is primarily attributable to a decrease in marketing expenses by $100,000 (initial development of the Aspiri brand) and a $54,000 decrease in professional consulting fees.

 

Other Income (Expenses)

 

Quarter Ended November 30, 2015 and 2014. For the three months ended November 30, 2015 and 2014, we had other expenses of approximately $114,000 and $66,000, respectively.  These expenses were primarily related to interest expense on accounts receivable financings of $2.3 million as of November 30, 2015 as compared to $1.7 million at November 30, 2014. The amount of interest expense is dependent primarily on the interest rate charged and the average outstanding balance. For the three months ended November 30, 2015, the average outstanding balances on accounts receivable financings were $2.5 million and the average interest rate was 7.5%. In addition, for the three months ended November 30, 2015 and 2014 includes approximately $25,000 and $16,000, respectively, for the amortization of debt discount on $430,000 of face amount unsecured notes with detachable warrants and interest expense of $12,000 and $1,200, respectively, on such notes.

 

 4 

 

 

Six Months Ended November 30, 2015 and 2014. For the six months ended November 30, 2015 and 2014, we had other expenses of approximately $201,000 and $98,000, respectively.  These expenses were primarily related to interest expense on accounts receivable financings of $2.3 million as of November 30, 2015 as compared to $1.7 million at November 30, 2014. The amount of interest expense is dependent primarily on the interest rate charged and the average outstanding balance. For the six months ended November 30, 2015, the average outstanding balances on accounts receivable financings were $2.4 million and the average interest rate was 7.5%. In addition, for the six months ended November 30, 2015 and 2014 includes approximately $25,000 and $16,000, respectively, for the amortization of debt discount on $430,000 of face amount unsecured notes with detachable warrants and interest expense of $24,000 and $13,000, respectively, on such notes.

 

Net Income (Loss)

 

Quarter Ended November 30, 2015 and 2014. As a result of the above, for the three months ended November 30, 2015, we had net loss before taxes of $344,000 and net loss after tax of $321,000.  Net loss per share was $0.03. For the three months ended November 30, 2014, we had a net income of $142,000 and net income after tax of $104,000 after provision for income taxes of $38,000.  Net income per share was $0.01.

 

Six Months Ended November 30, 2015 and 2014. As a result of the above, for the six months ended November 30, 2015, we had net loss before taxes of $514,000 and net loss of $476,000.  Net loss per share was $0.05. For the six months ended November 30, 2014, we had net income of $15,000 and net income of $20,000 after provision for income taxes.  Net income per share was $0.00.

 

Liquidity and Capital Resources

 

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments and other general business needs. We recognize the need to have funds available to purchase inventory and for operating our business. We seek to have adequate liquidity at all times to cover normal cyclical swings in funding availability and to allow us to meet irregular and unexpected funding requirements. We plan to satisfy our liquidity needs through normal operations with the goal of avoiding unplanned sales of assets or emergency borrowing of funds.

 

Since our inception, in addition to internally generated funds, we have been dependent on investment capital and loans as a primary source of liquidity.

 

At November 30, 2015, we had long term liabilities of $674,000, which represents a note payable to a related party for $600,000 and a $74,000 Convertible Note Payable to a related party.

 

In addition, the Company has $430,000 of par notes payable less unamortized discount of $93,000.

 

On September 30, 2013 the Company entered into an Account Receivable Financing Agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”) pursuant to which Rosenthal shall provide the Company with a line of credit up to $1,000,000.  On October 6, 2014, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,000,000. Loans made under the Accounts Receivable Financing Agreement bear interest at prime rate plus 3.5% (for an effective average rate of 7.5% for the years ended May 31, 2015 and 2014) and are subject to certain financial covenants.  As security for these loans, Rosenthal has placed liens on the Company’s accounts receivable, inventories, and all other assets.  In addition, the loans have been personally guaranteed by Yitzchok Gurary, and his parents, Mordechai Gurary and Leah Gurary. In addition, the Company has granted Rosenthal a Landlord Subordination agreement.

 

On March 9, 2015, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,500,000. On May 7, 2015, the Accounts Receivable Financing Agreement was amended to increase the loan amount that Rosenthal & Rosenthal may make to the Company to the lesser of the Maximum Credit Facility (as defined in the Accounts Receivable Financing Agreement) or $600,000, minus such reserves Rosenthal & Rosenthal, Inc. may deem necessary. Prior to this amendment, the loan amount could not exceed the lesser of the Maximum Credit Facility or the Receivable Availability (as defined in the Accounts Receivable Financing Agreement) equal to 70% of the Net Amount of Eligible Receivables (as defined in the Accounts Receivable Financing Agreement) minus such reserves as Rosenthal & Rosenthal, Inc. may deem necessary. On June 29, 2015, this Accounts Receivable Financing Agreement was further amended to increase the line of credit up to a maximum of $2,800,000.

 

The Accounts Receivable Financing Agreement calls for the subordination of certain of the Company’s debt as follows:

 

Accounts Payable – Classique Creations, LLC  $500,000 
Demand Loans Payable – Related Party  $219,000 

 

In addition, the Company has granted Rosenthal a Landlord Subordination agreement.

 

 5 

 

 

In connection with the Accounts Receivable Financing Agreement, the Company has borrowed approximately $2.3 million as of November 30, 2015.  The Accounts Receivable Financing Agreement is in full force and effect until September 30, 2016 (the “Renewal Date”) and from year to year thereafter, unless sooner terminated as provided in the Accounts Receivable Financing Agreement.

 

At November 30, 2015 we had working capital of approximately $1.0 million. As of November 30, 2015 we had $7,000 in cash and cash equivalents.

 

Cash Requirements

 

We believe that we will need additional funds to continue operations over the next twelve months and for the implementation of our plan of operation.

 

Off Balance Sheet Arrangements

 

Maiden Lane has no off balance sheet arrangements.

 

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

 

We are subject to market risk associated with changes in interest rates and commodity prices. Managing these risks is essential to our business. We consider our principal market risk to be fluctuations in the diamond and metal components of our inventory.

 

Commodity Price Risk

 

We are subject to market risk associated with changes in the price of precious metals. We do not enter into any hedging or other derivative contracts (such as forward contracts for the purchase of raw materials) to mitigate commodity price risk as we generally scale our production to near-term demand rather than longer-term demand projections whereby large amounts of raw material are warehoused.

 

Raw materials are stated at the lower of cost or market, with cost determined by specific identification for unique items (such as diamond stones, each with a particular carat weight, color, clarity and cut) and using the first-in, first-out method for generic items or styles (certain semi-mounts and fashion jewelry). Finished goods which we fabricate are stated at the lower of cost or market, with cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification).

 

Our manufacture of jewelry is typically for completed inventory with raw materials (individual inventory components of stones and metals) generally held to a minimum. Generally, significant increases or decreases in the market value of diamond and metal components of our inventory result in revised pricing to our customers.

 

Given that we do not hedge or enter into derivate contracts to address commodity price risks, we believe that such risk is immaterial as of November 30, 2015.

 

Interest Rate Risk

 

Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net income as a result of interest expense incurred on outstanding debt.

 

We are subject to market risk associated with changes in the prime rate in connection with the Account Receivable Financing Agreement. If short-term interest rates or the prime rate averaged 10% more or less, interest expense would have increased or decreased by approximately $53,000 for the six months ended November 30, 2013.

 

We did not hold any derivative financial instruments for hedging purposes as of November 30, 2015 or 2014.

 

 Item 4.    Controls and Procedures

 

Management is required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 to evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

 

 6 

 

 

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on their evaluation, as of the end of the period covered by this Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Part II — OTHER INFORMATION

 

Item 1.    Legal Proceedings

 

There are no material legal proceedings to which we are a party, other than ordinary routine litigation incidental to our business.

 

Item 1A. Risk Factors

 

None.

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.    Defaults Upon Senior Securities

 

None.

 

Item 4.    [Removed and Reserved]

 

Item 5.    Other Information

 

None.

  

Item 6.    Exhibits

 

The following exhibits are filed as a part of this Form 10-Q (a) Exhibits required by Item 601 of Regulation S-K.

 

Number   Description
(31)   Section 302 Certification
     
31.1   Certification of Principal Executive Officer Rule 13a-14(a) pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934.
     
31.1   Certification of Principal Financial Officer Rule 13a-14(a) pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934.
     
(32)   Section 906 Certification
     
32.1   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, required by Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, required by Section 906 of the Sarbanes-Oxley Act of 2002.
     
(101)   XBRL Taxonomies
     
101   The following materials from Maiden Lane Jewelry’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2015 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheet, (ii) the Condensed Statements of Operations, (iii) the Condensed Statement of Stockholders’ Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Condensed Notes to Financial Statements.
     

 

 7 

 

 

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.

 

  MAIDEN LANE JEWELRY, LTD.
  (Registrant)
     
Date: January 19, 2016  By: /s/ Michael Wirth
    Michael Wirth
    Chief Executive Officer,

 

 8 

 



 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Michael Wirth, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of  Maiden Lane Jewelry, Ltd.;

 

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)) 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.  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

 

  c. 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: January 19, 2016 

 

/s/ Michael Wirth  
Michael Wirth  
Chief Executive Officer  
(Principal Executive Officer)  

 

 

 



 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Yitzchok Gurary, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of  Maiden Lane Jewelry, Ltd.;

 

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)) 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. 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

 

  c. 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: January 19, 2016 

 

/s/ Yitzchok Gurary  
Yitzchok Gurary  
Chief Financial Officer  
(Principal Financial Officer)  

 

 

 



 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Quarterly Report on Form 10-Q for the quarter ended November 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Maiden Lane Jewelry, Ltd.

 

Date: January 19, 2016 

 

/s/ Michael Wirth  
Michael Wirth  
Chief Executive Officer  
(Principal Executive Officer)  

 

 

 



 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Quarterly Report on Form 10-Q for the quarter ended November 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Maiden Lane Jewelry, Ltd.

 

Date: January 19, 2016 

 

/s/ Yitzchok Gurary  
Yitzchok Gurary  
Chief Financial Officer  
(Principal Financial Officer)  

 

 

 



v3.3.1.900
Document And Entity Information - shares
6 Months Ended
Nov. 30, 2015
Dec. 31, 2015
Document Information [Line Items]    
Entity Registrant Name Maiden Lane Jewelry, Ltd.  
Entity Central Index Key 0001574097  
Current Fiscal Year End Date --05-31  
Entity Filer Category Smaller Reporting Company  
Trading Symbol MDNL  
Entity Common Stock, Shares Outstanding   10,494,428
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Nov. 30, 2015  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2016  


v3.3.1.900
CONDENSED BALANCE SHEET - USD ($)
Nov. 30, 2015
May. 31, 2015
Current Assets:    
Cash and Cash Equivalents $ 7,142 $ 41,731
Accounts Receivable, Net 5,033,773 3,991,158
Inventories 2,002,942 2,589,231
Prepaid Expenses 197,229 187,230
Deferred Taxes 160,100 122,300
Total Current Assets 7,401,186 6,931,650
Property and Equipment, Net 84,466 47,277
Trademarks 13,407 0
Security Deposits 2,000 2,000
Total Assets 7,501,059 6,980,927
Current Liabilities:    
Accounts Payable 3,312,824 2,009,072
Accrued Expenses 62,072 30,220
Loans Payable - Factor 2,366,963 2,242,399
Loans Payable - Related Parties, net of discount of $4,487 at November 30, 2015 and $4,825 at May 31, 2015 289,497 797,007
Convertible Note Payable - Related Party 0 74,000
Notes Payable, net of debt discount of $93,388 at November 30, 2015 336,612 0
Income Taxes Payable 39,105 48,687
Total Current Liabilities 6,407,073 5,201,385
Long-Term Debt:    
Notes Payable, net of debt discount of $141,804 at May 31, 2015 0 288,196
Notes Payable - Related Parties 600,000 600,000
Convertible Note Payable - Related Party 74,000 0
Total Liabilities $ 7,081,073 $ 6,089,581
Commitments and Contingencies
Stockholders’ Equity:    
Preferred Stock, $.0001 par value; 10,000,000 shares authorized, none issued and outstanding at November 30, 2015 and May 31, 2015 $ 0 $ 0
Common Stock, $.0001 par value; 50,000,000 shares authorized, 10,494,428 shares issued and outstanding at November 30, 2015 and May 31, 2015 1,049 1,049
Additional Paid-In Capital 1,210,296 1,205,417
Accumulated Deficit (791,359) (315,120)
Total Stockholders’ Equity 419,986 891,346
Total Liabilities and Stockholders’ Equity $ 7,501,059 $ 6,980,927


v3.3.1.900
CONDENSED BALANCE SHEET (Parenthetical) - USD ($)
Nov. 30, 2015
May. 31, 2015
Preferred Stock, par value $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common Stock, par value $ 0.0001 $ 0.0001
Common Stock, shares authorized 50,000,000 50,000,000
Common Stock, shares issued 10,494,428 10,494,428
Common Stock, shares outstanding 10,494,428 10,494,428
Notes Payable Current [Member]    
Debt Instrument, Unamortized Discount $ 93,388  
Notes Payable Non Current [Member]    
Debt Instrument, Unamortized Discount   $ 141,804
Loans Payable [Member]    
Debt Instrument, Unamortized Discount $ 4,487 $ 4,825


v3.3.1.900
CONDENSED STATEMENT OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Nov. 30, 2014
Sales - Net $ 1,947,370 $ 2,735,248 $ 4,345,195 $ 4,565,032
Costs and Expenses:        
Cost of Sales 1,709,326 2,030,018 3,659,642 3,541,894
Officer’s Compensation 145,866 137,151 262,664 228,521
Professional and Consulting Fees 66,031 190,593 206,211 358,595
Selling, General and Administrative Expenses 248,104 166,937 521,886 320,268
Provision for Bad Debts 7,559 2,779 7,559 2,779
Total Costs and Expenses 2,176,886 2,527,478 4,657,962 4,452,057
Income (Loss) from Operations (229,516) 207,770 (312,767) 112,975
Other Income (Expense):        
Interest Expense - Related Party (746) (746) (1,492) (1,484)
Interest Expense - Related Party Loans Payable (10,507) 0 (17,214) 0
Interest Expense - Notes Payable (11,825) (11,759) (23,650) (12,912)
Interest Expense - Accounts Receivable Financings (64,958) (37,238) (110,500) (65,519)
Amortization of Debt Discount (25,464) (16,144) (48,416) (17,833)
Total Other Income and (Expenses) (113,500) (65,887) (201,272) (97,748)
Income (Loss) before Income Tax (Benefit) (343,016) 141,883 (514,039) 15,227
Income Tax (Benefit) (22,500) 37,500 (37,800) (4,500)
Net Income (Loss) $ (320,516) $ 104,383 $ (476,239) $ 19,727
Income (Loss) Per Common Share - Basic $ (0.03) $ 0.01 $ (0.05) $ 0.00
Basic Weighted Average Shares 10,494,428 10,476,854 10,494,428 10,473,145
Income (Loss) Per Common Share - Diluted $ (0.03) $ 0.01 $ (0.05) $ 0.00
Diluted Weighted Average Shares 10,494,428 10,513,854 10,494,428 10,510,145


v3.3.1.900
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Nov. 30, 2015 - USD ($)
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Beginning balance at May. 31, 2015 $ 891,346 $ 1,049 $ 1,205,417 $ (315,120)
Beginning balance, Shares at May. 31, 2015   10,494,428    
Debt Discount on Notes Payable 4,879 $ 0 4,879 0
Net Loss for the six months ended November 30, 2015 (476,239) 0 0 (476,239)
Ending balance at Nov. 30, 2015 $ 419,986 $ 1,049 $ 1,210,296 $ (791,359)
Ending balance, Shares at Nov. 30, 2015   10,476,854    


v3.3.1.900
CONDENSED STATEMENT OF CASH FLOWS - USD ($)
6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Cash Flows from Operating Activities:    
Net Income (Loss) $ (476,239) $ 19,727
Adjustments to Reconcile Net (Loss) to Net Cash (Used) in Operating Activities:    
Depreciation 6,577 2,270
Amortization of Note Discount 53,630 17,833
Deferred Taxes (37,800) (77,000)
Reserve for Doubtful Accounts and Sales Returns and Allowances 46,586 106,726
Changes in Assets and Liabilities:    
(Increase) in Accounts Receivable (1,089,203) (2,207,762)
(Increase) in Other Receivables 0 (464,529)
Decrease in Inventories 586,289 26,545
(Increase) in Prepaid Expenses (9,999) (38,360)
Increase in Accounts Payable 1,303,752 1,074,381
Increase (Decrease) in Accrued Expenses 31,852 (11,374)
Increase (Decrease) in Income Taxes Payable (9,582) 67,123
Net Cash Provided by (Used) in Operating Activities 405,863 (1,484,420)
Cash Flows from Investing Activities:    
Capital Expenditures (43,766) (7,032)
Purchase of Trademarks (13,407) 0
Net Cash Used by In Investing Activities (57,173) (7,032)
Cash Flows from Financing Activities:    
Proceeds of Note Issuance 0 430,000
Proceeds of Loans Payable - Related Parties 621,655 636,000
Payments of Loans Payable - Related Parties (1,129,500) (461,000)
Proceeds from Loans Payable - Factor 3,437,497 3,316,799
Repayments to Loans Payable - Factor (3,312,931) (2,443,836)
Net Cash Provided by (Used) In Financing Activities (383,279) 1,477,963
(Decrease) in Cash and Cash Equivalents (34,589) (13,489)
Cash and Cash Equivalents - Beginning of Period 41,731 15,269
Cash and Cash Equivalents - End of Period 7,142 1,780
Supplemental Disclosure of Cash Flow Information:    
Interest Paid 204,962 62,256
Income Taxes Paid 9,582 0
Supplemental Disclosure of Non-Cash Investing and Financing Activities:    
Issuance of 10,604 shares of Common Stock as consideration for payment of obligation to issue common stock 0 32,871
Notes Payable [Member]    
Supplemental Disclosure of Non-Cash Investing and Financing Activities:    
Debt Discount 0 198,557
Loans Payable - Related Parties [Member]    
Supplemental Disclosure of Non-Cash Investing and Financing Activities:    
Debt Discount $ 4,879 $ 0


v3.3.1.900
CONDENSED STATEMENT OF CASH FLOWS (Parenthetical) - shares
6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Common Stock [Member]    
Stock Issued During Period, Shares, New Issues 10,604 10,604


v3.3.1.900
Summary of Significant Accounting Policies
6 Months Ended
Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of Significant Accounting Policies
NOTE 1 - Summary of Significant Accounting Policies
 
Organization and Basis of Presentation
 
Maiden Lane Jewelry, Ltd., formerly Romantique Ltd., (“the Company”) was incorporated on September 6, 2012 under the laws of the State of New York.  The Company is a wholesaler and manufacturer of jewelry including pendants, bracelets and earrings.  The Company began operations on October 1, 2012 by selling fashion rings, pendants, earrings and bracelets to independent retailers. In December 2012, the Company commenced a line of bridal (engagement) rings, featuring both settings and diamonds. In February 2014 the Company began the sale of bridal engagement rings featuring uniquely cut diamonds which in May 2014 was branded as an AspiriTM cut diamond. The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. Beginning in February 2015, the Company decided to phase out its line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.
 
In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein.  These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  These condensed financial statements should be read in conjunction with the Company’s May 31, 2015 audited financial statements and notes included in Form 10-K filed on September 11, 2015.
 
Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.
 
Cash and Cash Equivalents
 
The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.  As of November 30, 2015 and May 31, 2015, the Company did not have any cash equivalents.
 
Inventories
 
Raw materials are stated at the lower of cost or market, with cost determined by specific identification for unique items (such as diamond stones, each with a particular carat weight, color, clarity and cut) and using the first-in, first-out method for generic items or styles (certain semi-mounts and fashion jewelry). Finished goods the Company fabricates are stated at the lower of cost or market, with cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification).
 
Property and Equipment
 
Property and equipment is carried at cost less accumulated depreciation.  Depreciation is computed by the straight-line method over the estimated useful lives of the related assets, which is generally five years.
 
Revenue Recognition
 
For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101).  SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.  Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments are provided for in the same period the related sales are recorded. Provision for sales returns and allowances that were netted against sales amounted to $267,000 and $43,000 for the six months ended November 30, 2015 and 2014, respectively. 
 
Concentration of Credit Risks
 
The Company primarily sells its products to retail jewelers focused on mid-to-high end consumers. Customers typically receive payment terms of ratable monthly payments over 90 to 120 days with exceptions based on credit quality, seasonality or other terms and conditions.  As a result, the Company is exposed to credit risk on its accounts receivable. The Company generally seeks to mitigate such risk by performing credit checks through jeweler trade associations it is a member of, by attending trade shows which selectively invite retailer attendees based on their credit worthiness and by checking references with other jewelers in the industry.
  
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company may maintain cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 during the year.
 
 Sales
 
The Company’s sales are comprised of primarily three major products: Aspiri cut jewelry (primarily engagement rings), Complete Rings (not Aspiri) and Fashion Jewelry. The Company may also on occasion sell loose stone jewelry. A breakdown of gross sales for the three and six months ended November 30, 2015 and 2014, respectively:
 
 
 
Three Months Ended
November 30,
 
Six Months Ended
November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
AspiriTM Cut Jewelry
 
 
56
%
 
50
%
 
49
%
 
43
%
Complete Rings (not Aspiri)
 
 
21
 
 
28
 
 
25
 
 
36
 
Fashion Jewelry & Other
 
 
23
 
 
22
 
 
26
 
 
21
 

 
In February 2014 the Company began the sale of Aspiri bridal engagement rings. The first full quarter of Aspiri sales occurred during the three months ended May 31, 2104; at this initial roll-out of the Aspiri product line, there was less of a focus on the sales of non-Aspiri products. At the end of February 2015, the Company decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.
 
The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. A breakdown of Aspiri jewelry to gross sales for the three and six months ended November 30, 2015 and 2014, respectively:
 
 
 
Three Months Ended
November 30,
 
Six Months Ended
November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
AspiriTM Engagement Rings
 
 
50
%
 
46
%
 
45
%
 
41
%
AspiriTM Pendants
 
 
4
 
 
2
 
 
3
 
 
1
 
AspiriTM Earrings
 
 
2
 
 
2
 
 
1
 
 
1
 
 
Advertising Costs
 
Advertising and show costs are charged to operations when incurred.  Advertising costs during the six months ended November 30, 2015 and 2014 were $113,000 and $101,000, respectively.   
 
Deferred Income Taxes
 
The Company accounts for deferred income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.  A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
 
Net Income (Loss) Per Share
 
Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented. Diluted loss per common share is computed by dividing net loss by the weighted average number of dilutive common share equivalents and convertible securities then outstanding. Diluted loss per common share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of warrants and conversion of debentures. Potentially dilutive securities as of November 30, 2015 and 2014 consisted of 37,000 common shares from convertible debentures and 122,550 common shares from outstanding warrants. The 122,550 warrants were issued in connection with $430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock. For the three and six months ended November 30, 2015, the dilutive and basic weighted average shares were the same, as potentially dilutive shares were anti-dilutive. For the three months ended November 30, 2015 and 2014, basic weighted average shares were 10,494,428 and 10,476,854, respectively and for the six months ended November 30, 2014, diluted weighted average shares were 10,510,145.
 
The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented:
 
 
 
Three Months Ended November 30,
Six Months Ended November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
$
(321,053)
 
$
104,383
 
$
(476,239)
 
$
19,727
 
Interest on Convertible Notes
 
 
746
 
 
746
 
 
1,492
 
 
1,484
 
Net Income (Loss)
 
$
(320,307)
 
$
105,129
 
$
(474,747)
 
$
21,211
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic weighted-average shares
 
 
10,494,428
 
 
10,476,854
 
 
10,494,428
 
 
10,473,145
 
Effective of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants1
 
 
2
 
2
 
2
 
2
Convertible Debt3
 
 
4
 
37,000
 
 
4
 
37,000
 
Diluted weighted-average shares
 
 
10,494,428
 
 
10,513,854
 
 
10,494,428
 
 
10,510,145
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per Share Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
(0.03)
 
$
0.01
 
$
(0.05)
 
$
0.00
 
Diluted
 
$
(0.03)
 
$
0.01
 
$
(0.05)
 
$
0.00
 
 
1
There are 122,550 warrants issued in connection with 430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock.
 
2
Warrants for the three and six months ended November 30, 2015 and 2014 are not included in the computation of diluted weighted average shares as they are not dilutive under the treasury stock method of accounting.
 
3
Convertible debt is convertible into 37,000 shares of common stock.
 
4
Convertible debt for the three months ended November 30, 2015 is not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive.
 
Accounting Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimates.  Management uses its best judgment in valuing these estimates, and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable.
 
Fair Value Measurements
 
The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.  The guidance describes a fair value hierarchy based on the levels of inputs, or which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
 
Level 1:  Quoted prices in active markets for identical assets or liabilities.
 
Level 2:  Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.
 
Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.
  
The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans and notes payable.  These items are determined to be a Level 1 fair value measurement.
 
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and loans payable approximates fair value because of the short maturity of these instruments.  The recorded value of long-term debt approximates its fair value as the terms and rates approximate market rates.
 
Recent Accounting Pronouncements
 
Management does not believe there would have been a material effect on the accompanying financial statements had any recently issued, but not yet effective, accounting standards been adopted in the current period.


v3.3.1.900
Inventories
6 Months Ended
Nov. 30, 2015
Inventory Disclosure [Abstract]  
Inventories
NOTE 2 -  Inventories
 
Inventories consist of the following:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Raw Materials
 
$
1,090,088
 
$
775,312
 
Finished Goods
 
 
912,854
 
 
1,813,919
 
Total Inventory
 
$
2,002,942
 
$
2,589,231
 
 
Inventories are pledged as security for the Company’s Accounts Receivable Financing Agreement (see Note 9).


v3.3.1.900
Property and Equipment
6 Months Ended
Nov. 30, 2015
Property, Plant and Equipment [Abstract]  
Property and Equipment
NOTE 3 - Property and Equipment
 
Property and equipment consists of the following:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Office Equipment
 
$
16,349
 
$
16,349
 
Computers
 
 
4,778
 
 
4,778
 
Capitalized Software
 
 
78,976
 
 
35,211
 
 
 
 
100,103
 
 
56,338
 
Less: Accumulated Depreciation
 
 
15,637
 
 
9,061
 
 
 
$
84,466
 
$
47,277
 
 
The Company is capitalizing new software related to inventory management and production. The cost of this software includes a base package cost plus current customization. The software was fully implemented September 1, 2015, and the Company depreciates the total cost of the software over five years. Depreciation expense was approximately $6,600 and $2,300 for the six months ended November 30, 2014 and November 30, 2014, respectively.


v3.3.1.900
Convertible Note Payable - Related Party
6 Months Ended
Nov. 30, 2015
Debt Disclosure [Abstract]  
Convertible Note Payable - Related Party
NOTE 4 -  Convertible Note Payable – Related Party
 
Convertible note payable to the Company’s president is summarized as follows:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Note Payable, bearing interest at 4% per annum, and due June 30, 2017 (original maturity of the note being December 31, 2015 and, as per the terms of the note, extended at the Company’s election for an additional 18 months). The note is Convertible into shares of the Company’s Common stock at a conversion rate of $2 per share, subject to adjustment upon the occurrence of certain events including stock dividends, stock split or combinations and reclassifications.
 
$
74,000
 
$
74,000
 


v3.3.1.900
Loans Payable - Related Parties
6 Months Ended
Nov. 30, 2015
Debt Disclosure [Abstract]  
Loans Payable - Related Parties
NOTE 5 - Loans Payable – Related Parties
 
Loans payable to related parties is summarized as follows:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Loans payable to related parties include amounts payable to the Company’s President and CFO of $144,000 and $402,000 at November 30, 2015 and May 31, 2015, respectively, and $149,000 and $400,000 to other related parties at November 30, 2015 and May 31, 2015, respectively. The loans are payable on demand and non-interest bearing. Interest has been imputed at 3.25% per annum and the Company has recorded a debt discount of $25,539 against Additional Paid-In Capital. This discount is being amortized over two years.
 
$
293,987
 
$
801,832
 
Less: Unamortized discount
 
 
(4,490)
 
 
(4,825)
 
Loans Payable – Related Parties, Net
 
$
289,497
 
$
797,007
 
 
A portion of this loan payable to the Company’s President and CFO in the amount of $219,000 is subordinated to the factor.


v3.3.1.900
Notes Payable - Related Parties
6 Months Ended
Nov. 30, 2015
Debt Disclosure [Abstract]  
Notes Payable - Related Parties
NOTE 6 - Notes Payable – Related Parties
 
Notes payable to related parties is summarized as follows:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Notes payable to the Company’s President and CFO bears interest at 4% per annum and is due December 31, 2016. Interest is payable quarterly and note is subordinated to the Factor.
 
$
600,000
 
$
600,000
 


v3.3.1.900
Unsecured Notes Payable
6 Months Ended
Nov. 30, 2015
Payables and Accruals [Abstract]  
Unsecured Notes Payable
NOTE 7 - Unsecured Notes Payable
 
On August 18, 2014, August 25, 2014 and September 15, 2014 the Company issued $250,000, $150,000 and $30,000, respectively, of unsecured, subordinated notes bearing 11% interest with 285 detachable and freely transferable warrants per $1,000 face value Note.  The notes are due on the second anniversary of their issue date with warrants exercisable within ten years from their issue date at an exercise price of $3.50. The $150,000 of notes issued on August 25, 2014 are to an entity controlled by the brother of the Company’s president.
   
Pursuant to ASC 470-20, the Company recorded the value of the warrants using the Black-Scholes method, which was determined to be approximately $369,000. A portion of the debt proceeds was allocated to the warrants as debt discount using the relative fair value method, which approximated $199,000. As the warrants contain fixed settlement provisions and the exercise price cannot be adjusted, the Company recorded the fair value of the warrants as additional paid in capital with a corresponding debt discount which will be amortized over the two-year term of the notes using the interest method. For the six months ended November 30, 2015 and 2014, the Company recognized approximately $48,000, and $18,000, respectively, in amortization expense relating to these warrants.
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Notes Payable, Par
 
$
430,000
 
$
430,000
 
Initial Debt Discount
 
 
(198,557)
 
 
(198,557)
 
Accumulated Amortization
 
 
105,169
 
 
56,753
 
Notes Payable, Net
 
$
336,612
 
$
288,196
 
 
The fair value of the warrants on the issuance date was calculated using the Black-Scholes method with the following weighted average assumptions:
 
Dividend yield
 
 
0.00
%
Volatility
 
 
310.78
%
Risk-free interest rate
 
 
2.40
%
Expected life (months)
 
 
120
 
Grant date price per share
 
$
3.01
 
Warrants issued
 
 
122,550
 
Aggregate grant date fair value
 
$
369,000
 


v3.3.1.900
Financing Agreement
6 Months Ended
Nov. 30, 2015
Payables and Accruals [Abstract]  
Financing Agreement
NOTE 8 - Financing Agreement
 
On September 30, 2013 the Company entered into an Account Receivable Financing Agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal” or the “Factor”) pursuant to which Rosenthal shall provide the Company with a line of credit up to $1,000,000.  On October 6, 2014, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,000,000. Loans made under the Accounts Receivable Financing Agreement bear interest at prime rate plus 3.5% (for an effective average rate of 7.5% for the three months ended August 31, 2015 and 2014) and are subject to certain financial covenants.  As security for these loans, Rosenthal has placed liens on the Company’s accounts receivable, inventories, and all other assets.  In addition, the loans have been personally guaranteed by Yitzchok Gurary, and his parents, Mordechai Gurary and Leah Gurary. In addition, the Company has granted Rosenthal a Landlord Subordination agreement.
 
The Accounts Receivable Financing Agreement calls for the subordination of certain of the Company’s debt as follows:
 
Accounts Payable – Classique Creations, LLC
 
$
500,000
 
Demand Loans Payable – Yitzchok Gurary
 
$
219,000
 
 
In connection with the Accounts Receivable Finance Agreement, the Company has borrowed approximately $2.3 million net as of November 30, 2015.  Total draws and repayments for the six months ended November 30, 2015 totaled approximately $3.4 million and $3.3 million, respectively. The Accounts Receivable Financing Agreement continues in full force and effect until September 30, 2016 and automatically from year to year thereafter, unless sooner terminated.
 
On March 9, 2015, this Accounts Receivable Financing Agreement was amended to increase the line of credit up to a maximum of $2,500,000. On May 7, 2015, the Accounts Receivable Financing Agreement was amended to increase the loan amount that Rosenthal & Rosenthal may make to the Company to the lesser of the Maximum Credit Facility (as defined in the Accounts Receivable Financing Agreement) or $600,000, minus such reserves Rosenthal & Rosenthal, Inc. may deem necessary. Prior to this amendment, the loan amount could not exceed the lesser of the Maximum Credit Facility or the Receivable Availability (as defined in the Accounts Receivable Financing Agreement) equal to 70% of the Net Amount of Eligible Receivables (as defined in the Accounts Receivable Financing Agreement) minus such reserves as Rosenthal & Rosenthal, Inc. may deem necessary. On June 9, 2015, this Accounts Receivable Financing Agreement was further amended to increase the line of credit up to a maximum of $2,800,000.


v3.3.1.900
Commitments and Contingencies
6 Months Ended
Nov. 30, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 9 -  Commitments and Contingencies
 
None. 


v3.3.1.900
Related Party Transactions
6 Months Ended
Nov. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 10 - Related Party Transactions
 
On October 1, 2012 the Company entered into a one-year consulting agreement with Isaac Gurary, under which he was to provide certain business and corporate marketing services to the Company for an annual consulting fee of 3% of certain net sales during the term of the agreement.  This agreement was amended on December 1, 2014 to exclude certain sales made at selected jewelry shows by trade organizations for which the Company is a designated vendor and was further amended on September 1, 2015 to further refine eligible sales products. As of November 30, 2015 the amount owed to Mr. Gurary was approximately $121,000 and was subsequently paid in full in December 2015.  As of May 31, 2015, the Company had recorded accrued compensation to Mr. Gurary in the amount of approximately $63,000.  Mr. Gurary serves as the Company’s President and CFO and is a significant stockholder of the Company.
 
During the six months ended November 30, 2015 and 2014the Company purchased approximately 59% and 26%, respectively, of its merchandise from Classique Creations LLC (“Classique”), a company that is owned by the mother of the Company’s President.
 
Included in accounts payable at November 30, 2015 and May 31, 2015 are amounts owed to Classique totaling approximately $2.8 million and $1.8 million, respectively. Payment terms to Classique are one to twelve months and the manner of settlement is cash payment. Pursuant to the Accounts Receivable Financing Agreement (See Note 9), accounts payable to Classique totaling $500,000 are subordinated to the Factor.
 
The Company rents office space from an inactive Company affiliated with the Company’s president on a month to month basis.  The agreement calls for rent at $2,500 per month.  Rent expense was approximately $15,000 and $13,000 for the six months ended November 30, 2015 and 2014, respectively. The Company’s portion of the rent is paid directly to the landlord.  


v3.3.1.900
Stockholders' Equity
6 Months Ended
Nov. 30, 2015
Equity [Abstract]  
Stockholders' Equity
NOTE 11 - Stockholders’ Equity
 
On August 4, 2014 the Company issued 10,604 shares of common stock at a price per share of $3.10 for marketing services rendered during the year ended May 31, 2014 for a total amount of $32,871; these shares have not been registered.
 
In connection with the issuance of $430,000 principal notes payable, the Company issued 122,550 common stock purchase warrants. Such warrants have an exercise price of $3.50 per share and expire between August and September 2024. As of November 30, 2015, all common stock purchase warrants remained outstanding and exercisable with a weighted average exercise price of $3.50 per share and a remaining contractual life of 8.7 years.
 
The Company’s Board of Directors may issue shares of preferred stock in series and at the time of issuance, determine the rights, preferences and limitation of each series. The holders of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of the Company before any payment is made to the holders of the common stock. Furthermore, the board of directors could issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of the common stock.


v3.3.1.900
Major Suppliers and Customers
6 Months Ended
Nov. 30, 2015
Major Suppliers And Customers [Abstract]  
Major Suppliers and Customers
NOTE 12 - Major Suppliers and Customers
 
During the six months ended November 30, 2015 and November 30, 2014, the Company purchased approximately $2.2 million (approximately 59%) and $1.3 million (approximately 26%), respectively, of its merchandise from one manufacturer that is a related party (see Note 11).
 
In addition, the Company purchased merchandise from one vendor which amounted to approximately 41% of total purchases during the six months ended November 30, 2015.
 
Our three largest customers frequently vary from period to period. For the three and six months ended November 30, 2015, our three largest customers accounted for approximately 13% and 9%, respectively, of our total revenues. For the three and six months ended November 30, 2014, our three largest customers accounted for approximately 15% and 19%, respectively, of our total revenues.


v3.3.1.900
Income Taxes
6 Months Ended
Nov. 30, 2015
Income Tax Disclosure [Abstract]  
Income Taxes
NOTE 13 - Income Taxes
 
Our effective tax rates were approximately 0% and 0% for the six months ended November 30, 2015 and 2014, respectively


v3.3.1.900
Subsequent Events
6 Months Ended
Nov. 30, 2015
Subsequent Events [Abstract]  
Subsequent Events
NOTE 14 -  Subsequent Events
 
During the period following November 30, 2015, the Company overpaid Yitzchok Gurary, the Company’s President and CFO, the amounts owed to him as “Loan Payable - Related Parties” by approximately $172,000. Such payments could not be considered prepayments of, or as an offset to, the notes payable to Yitzchok Gurary which total $674,000 in accordance with the terms of such notes. These payments were recorded by the Company as an advance to Yitzchok Gurary and as such, represent a violation of Section 402 of the Sarbanes-Oxley Act prohibiting loans to officers and directors. After a full reconciliation of such amounts, Yitzchok Gurary promptly repaid such advances. The Company intends to contact Rosenthal and its counsel to determine whether this advance violates the terms of the subordination agreement between the Company, Mr. Gurary and Rosenthal pursuant to which Mr. Gurary has agreed to subordinate a minimum of $219,000 in debt owed to him by the Company (see Note 8 - Financing Agreement)


v3.3.1.900
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation
Organization and Basis of Presentation
 
Maiden Lane Jewelry, Ltd., formerly Romantique Ltd., (“the Company”) was incorporated on September 6, 2012 under the laws of the State of New York.  The Company is a wholesaler and manufacturer of jewelry including pendants, bracelets and earrings.  The Company began operations on October 1, 2012 by selling fashion rings, pendants, earrings and bracelets to independent retailers. In December 2012, the Company commenced a line of bridal (engagement) rings, featuring both settings and diamonds. In February 2014 the Company began the sale of bridal engagement rings featuring uniquely cut diamonds which in May 2014 was branded as an AspiriTM cut diamond. The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. Beginning in February 2015, the Company decided to phase out its line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.
 
In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein.  These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  These condensed financial statements should be read in conjunction with the Company’s May 31, 2015 audited financial statements and notes included in Form 10-K filed on September 11, 2015.
 
Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.
Cash and Cash Equivalents
Cash and Cash Equivalents
 
The Company considers all highly-liquid investments purchased with a maturity of three months or less to be cash equivalents.  As of November 30, 2015 and May 31, 2015, the Company did not have any cash equivalents.
Inventories
Inventories
 
Raw materials are stated at the lower of cost or market, with cost determined by specific identification for unique items (such as diamond stones, each with a particular carat weight, color, clarity and cut) and using the first-in, first-out method for generic items or styles (certain semi-mounts and fashion jewelry). Finished goods the Company fabricates are stated at the lower of cost or market, with cost determined by specific identification for each component making up the item plus direct labor and other fees (primarily diamond certification).
Property and Equipment
Property and Equipment
 
Property and equipment is carried at cost less accumulated depreciation.  Depreciation is computed by the straight-line method over the estimated useful lives of the related assets, which is generally five years.
Revenue Recognition
Revenue Recognition
 
For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (SAB No. 104), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (SAB No. 101).  SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.  Provisions for discounts and rebates to customers, estimated returns and allowance, and other adjustments are provided for in the same period the related sales are recorded. Provision for sales returns and allowances that were netted against sales amounted to $267,000 and $43,000 for the six months ended November 30, 2015 and 2014, respectively.
Concentration of Credit Risks
Concentration of Credit Risks
 
The Company primarily sells its products to retail jewelers focused on mid-to-high end consumers. Customers typically receive payment terms of ratable monthly payments over 90 to 120 days with exceptions based on credit quality, seasonality or other terms and conditions.  As a result, the Company is exposed to credit risk on its accounts receivable. The Company generally seeks to mitigate such risk by performing credit checks through jeweler trade associations it is a member of, by attending trade shows which selectively invite retailer attendees based on their credit worthiness and by checking references with other jewelers in the industry.
  
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company may maintain cash balances at financial institutions which exceed the current Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 during the year.
Sales
  Sales
 
The Company’s sales are comprised of primarily three major products: Aspiri cut jewelry (primarily engagement rings), Complete Rings (not Aspiri) and Fashion Jewelry. The Company may also on occasion sell loose stone jewelry. A breakdown of gross sales for the three and six months ended November 30, 2015 and 2014, respectively:
 
 
 
Three Months Ended
November 30,
 
Six Months Ended
November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
AspiriTM Cut Jewelry
 
 
56
%
 
50
%
 
49
%
 
43
%
Complete Rings (not Aspiri)
 
 
21
 
 
28
 
 
25
 
 
36
 
Fashion Jewelry & Other
 
 
23
 
 
22
 
 
26
 
 
21
 

 
In February 2014 the Company began the sale of Aspiri bridal engagement rings. The first full quarter of Aspiri sales occurred during the three months ended May 31, 2104; at this initial roll-out of the Aspiri product line, there was less of a focus on the sales of non-Aspiri products. At the end of February 2015, the Company decided to phase out our line of fashion jewelry in order to focus on its Aspiri cut diamond engagement rings, pendants and jewelry.
 
The Company expanded its Aspiri cut diamond line in November 2014 to include pendants and earrings. A breakdown of Aspiri jewelry to gross sales for the three and six months ended November 30, 2015 and 2014, respectively:
 
 
 
Three Months Ended
November 30,
 
Six Months Ended
November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
AspiriTM Engagement Rings
 
 
50
%
 
46
%
 
45
%
 
41
%
AspiriTM Pendants
 
 
4
 
 
2
 
 
3
 
 
1
 
AspiriTM Earrings
 
 
2
 
 
2
 
 
1
 
 
1
 
Advertising Costs
Advertising Costs
 
Advertising and show costs are charged to operations when incurred.  Advertising costs during the six months ended November 30, 2015 and 2014 were $113,000 and $101,000, respectively. 
Deferred Income Taxes
Deferred Income Taxes
 
The Company accounts for deferred income taxes using the asset and liability method, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.  A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Net Income (Loss) Per Share
Net Income (Loss) Per Share
 
Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented. Diluted loss per common share is computed by dividing net loss by the weighted average number of dilutive common share equivalents and convertible securities then outstanding. Diluted loss per common share is based on the treasury stock method and includes the effect from potential issuance of common stock such as shares issuable pursuant to the exercise of warrants and conversion of debentures. Potentially dilutive securities as of November 30, 2015 and 2014 consisted of 37,000 common shares from convertible debentures and 122,550 common shares from outstanding warrants. The 122,550 warrants were issued in connection with $430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock. For the three and six months ended November 30, 2015, the dilutive and basic weighted average shares were the same, as potentially dilutive shares were anti-dilutive. For the three months ended November 30, 2015 and 2014, basic weighted average shares were 10,494,428 and 10,476,854, respectively and for the six months ended November 30, 2014, diluted weighted average shares were 10,510,145.
 
The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented:
 
 
 
Three Months Ended November 30,
Six Months Ended November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
$
(321,053)
 
$
104,383
 
$
(476,239)
 
$
19,727
 
Interest on Convertible Notes
 
 
746
 
 
746
 
 
1,492
 
 
1,484
 
Net Income (Loss)
 
$
(320,307)
 
$
105,129
 
$
(474,747)
 
$
21,211
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic weighted-average shares
 
 
10,494,428
 
 
10,476,854
 
 
10,494,428
 
 
10,473,145
 
Effective of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants1
 
 
2
 
2
 
2
 
2
Convertible Debt3
 
 
4
 
37,000
 
 
4
 
37,000
 
Diluted weighted-average shares
 
 
10,494,428
 
 
10,513,854
 
 
10,494,428
 
 
10,510,145
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per Share Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
(0.03)
 
$
0.01
 
$
(0.05)
 
$
0.00
 
Diluted
 
$
(0.03)
 
$
0.01
 
$
(0.05)
 
$
0.00
 
 
1
There are 122,550 warrants issued in connection with 430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock.
 
2
Warrants for the three and six months ended November 30, 2015 and 2014 are not included in the computation of diluted weighted average shares as they are not dilutive under the treasury stock method of accounting.
 
3
Convertible debt is convertible into 37,000 shares of common stock.
 
4
Convertible debt for the three months ended November 30, 2015 is not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive.
Accounting Estimates
Accounting Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimates.  Management uses its best judgment in valuing these estimates, and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable.
Fair Value Measurements
Fair Value Measurements
 
The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.  The guidance describes a fair value hierarchy based on the levels of inputs, or which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
 
Level 1:  Quoted prices in active markets for identical assets or liabilities.
 
Level 2:  Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.
 
Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities.
  
The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable and loans and notes payable.  These items are determined to be a Level 1 fair value measurement.
 
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and loans payable approximates fair value because of the short maturity of these instruments.  The recorded value of long-term debt approximates its fair value as the terms and rates approximate market rates.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
 
Management does not believe there would have been a material effect on the accompanying financial statements had any recently issued, but not yet effective, accounting standards been adopted in the current period.


v3.3.1.900
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Reconciliation of Revenue from Segments to Consolidated
The Company may also on occasion sell loose stone jewelry. A breakdown of gross sales for the three and six months ended November 30, 2015 and 2014, respectively:
 
 
 
Three Months Ended
November 30,
 
Six Months Ended
November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
AspiriTM Cut Jewelry
 
 
56
%
 
50
%
 
49
%
 
43
%
Complete Rings (not Aspiri)
 
 
21
 
 
28
 
 
25
 
 
36
 
Fashion Jewelry & Other
 
 
23
 
 
22
 
 
26
 
 
21
 
 
A breakdown of Aspiri jewelry to gross sales for the three and six months ended November 30, 2015 and 2014, respectively:
 
 
 
Three Months Ended
November 30,
 
Six Months Ended
November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
AspiriTM Engagement Rings
 
 
50
%
 
46
%
 
45
%
 
41
%
AspiriTM Pendants
 
 
4
 
 
2
 
 
3
 
 
1
 
AspiriTM Earrings
 
 
2
 
 
2
 
 
1
 
 
1
 
Schedule of reconciliation of the shares used in calculating the per share amounts
 
The following provides a reconciliation of the shares used in calculating the per share amounts for the periods presented:
 
 
 
Three Months Ended November 30,
Six Months Ended November 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 
$
(321,053)
 
$
104,383
 
$
(476,239)
 
$
19,727
 
Interest on Convertible Notes
 
 
746
 
 
746
 
 
1,492
 
 
1,484
 
Net Income (Loss)
 
$
(320,307)
 
$
105,129
 
$
(474,747)
 
$
21,211
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic weighted-average shares
 
 
10,494,428
 
 
10,476,854
 
 
10,494,428
 
 
10,473,145
 
Effective of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants1
 
 
2
 
2
 
2
 
2
Convertible Debt3
 
 
4
 
37,000
 
 
4
 
37,000
 
Diluted weighted-average shares
 
 
10,494,428
 
 
10,513,854
 
 
10,494,428
 
 
10,510,145
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per Share Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
(0.03)
 
$
0.01
 
$
(0.05)
 
$
0.00
 
Diluted
 
$
(0.03)
 
$
0.01
 
$
(0.05)
 
$
0.00
 
 
1
There are 122,550 warrants issued in connection with 430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock.
 
2
Warrants for the three and six months ended November 30, 2015 and 2014 are not included in the computation of diluted weighted average shares as they are not dilutive under the treasury stock method of accounting.
 
3
Convertible debt is convertible into 37,000 shares of common stock.
 
4
Convertible debt for the three months ended November 30, 2015 is not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive.


v3.3.1.900
Inventories (Tables)
6 Months Ended
Nov. 30, 2015
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories consist of the following:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Raw Materials
 
$
1,090,088
 
$
775,312
 
Finished Goods
 
 
912,854
 
 
1,813,919
 
Total Inventory
 
$
2,002,942
 
$
2,589,231
 


v3.3.1.900
Property and Equipment (Tables)
6 Months Ended
Nov. 30, 2015
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
Property and equipment consists of the following:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Office Equipment
 
$
16,349
 
$
16,349
 
Computers
 
 
4,778
 
 
4,778
 
Capitalized Software
 
 
78,976
 
 
35,211
 
 
 
 
100,103
 
 
56,338
 
Less: Accumulated Depreciation
 
 
15,637
 
 
9,061
 
 
 
$
84,466
 
$
47,277
 


v3.3.1.900
Convertible Note Payable - Related Party (Tables)
6 Months Ended
Nov. 30, 2015
Debt Disclosure [Abstract]  
Schedule of Convertible note payable
Convertible note payable to the Company’s president is summarized as follows:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Note Payable, bearing interest at 4% per annum, and due June 30, 2017 (original maturity of the note being December 31, 2015 and, as per the terms of the note, extended at the Company’s election for an additional 18 months). The note is Convertible into shares of the Company’s Common stock at a conversion rate of $2 per share, subject to adjustment upon the occurrence of certain events including stock dividends, stock split or combinations and reclassifications.
 
$
74,000
 
$
74,000
 


v3.3.1.900
Loans Payable - Related Parties (Tables)
6 Months Ended
Nov. 30, 2015
Loans Payable [Abstract]  
Schedule of Loans Payable Related Party
Loans payable to related parties is summarized as follows:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Loans payable to related parties include amounts payable to the Company’s President and CFO of $144,000 and $402,000 at November 30, 2015 and May 31, 2015, respectively, and $149,000 and $400,000 to other related parties at November 30, 2015 and May 31, 2015, respectively. The loans are payable on demand and non-interest bearing. Interest has been imputed at 3.25% per annum and the Company has recorded a debt discount of $25,539 against Additional Paid-In Capital. This discount is being amortized over two years.
 
$
293,987
 
$
801,832
 
Less: Unamortized discount
 
 
(4,490)
 
 
(4,825)
 
Loans Payable – Related Parties, Net
 
$
289,497
 
$
797,007
 


v3.3.1.900
Notes Payable - Related Parties (Tables)
6 Months Ended
Nov. 30, 2015
Debt Disclosure [Abstract]  
Schedule of Notes Payable to Related Parties
Notes payable to related parties is summarized as follows:
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Notes payable to the Company’s President and CFO bears interest at 4% per annum and is due December 31, 2016. Interest is payable quarterly and note is subordinated to the Factor.
 
$
600,000
 
$
600,000
 


v3.3.1.900
Unsecured Notes Payable (Tables)
6 Months Ended
Nov. 30, 2015
Payables and Accruals [Abstract]  
Schedule of Notes Payable
For the six months ended November 30, 2015 and 2014, the Company recognized approximately $48,000, and $18,000, respectively, in amortization expense relating to these warrants.
 
 
 
November 30, 2015
 
May 31, 2015
 
 
 
(unaudited)
 
 
 
 
Notes Payable, Par
 
$
430,000
 
$
430,000
 
Initial Debt Discount
 
 
(198,557)
 
 
(198,557)
 
Accumulated Amortization
 
 
105,169
 
 
56,753
 
Notes Payable, Net
 
$
336,612
 
$
288,196
 
Schedule of Fair Value of the Warrants on the Issuance Date
The fair value of the warrants on the issuance date was calculated using the Black-Scholes method with the following weighted average assumptions:
 
Dividend yield
 
 
0.00
%
Volatility
 
 
310.78
%
Risk-free interest rate
 
 
2.40
%
Expected life (months)
 
 
120
 
Grant date price per share
 
$
3.01
 
Warrants issued
 
 
122,550
 
Aggregate grant date fair value
 
$
369,000
 


v3.3.1.900
Financing Agreement (Tables)
6 Months Ended
Nov. 30, 2015
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities
The Accounts Receivable Financing Agreement calls for the subordination of certain of the Company’s debt as follows:
 
Accounts Payable – Classique Creations, LLC
 
$
500,000
 
Demand Loans Payable – Yitzchok Gurary
 
$
219,000
 


v3.3.1.900
Summary of Significant Accounting Policies (Details)
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Nov. 30, 2014
Aspiri Cut Jewelry [Member]        
Accounting Policies [Line Items]        
Concentration Risk, Percentage 56.00% 50.00% 49.00% 43.00%
Complete Rings [Member]        
Accounting Policies [Line Items]        
Concentration Risk, Percentage 21.00% 28.00% 25.00% 36.00%
Fashion Jewelry and Other [Member]        
Accounting Policies [Line Items]        
Concentration Risk, Percentage 23.00% 22.00% 26.00% 21.00%


v3.3.1.900
Summary of Significant Accounting Policies (Details 1)
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Nov. 30, 2014
Aspiri Engagement Rings [Member]        
Concentration Risk, Percentage 50.00% 46.00% 45.00% 41.00%
Aspiri Engagement Pendants [Member]        
Concentration Risk, Percentage 4.00% 2.00% 3.00% 1.00%
Aspiri Engagement Earrings [Member]        
Concentration Risk, Percentage 2.00% 2.00% 1.00% 1.00%


v3.3.1.900
Summary of Significant Accounting Policies (Details 2) - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Nov. 30, 2014
Numerator:        
Net Income (Loss) $ (320,516) $ 104,383 $ (476,239) $ 19,727
Interest on Convertible Notes 746 746 1,492 1,484
Net Income (Loss) $ (320,307) $ 105,129 $ (474,747) $ 21,211
Denominator:        
Basic weighted-average shares 10,494,428 10,476,854 10,494,428 10,473,145
Effective of dilutive securities:        
Warrants [1],[2] 0 0 0 0
Convertible Debt [4] 0 [3] 37,000 0 [3] 37,000
Diluted weighted-average shares 10,494,428 10,513,854 10,494,428 10,510,145
Per Share Income (Loss):        
Basic $ (0.03) $ 0.01 $ (0.05) $ 0.00
Diluted $ (0.03) $ 0.01 $ (0.05) $ 0.00
[1] There are 122,550 warrants issued in connection with 430,000 of unsecured notes at an exercise price of $3.50 per warrant into one share of common stock.
[2] Warrants for the three and six months ended November 30, 2015 and 2014 are not included in the computation of diluted weighted average shares as they are not dilutive under the treasury stock method of accounting.
[3] Convertible debt for the three months ended November 30, 2015 is not included in the computation of diluted weighted average shares as such inclusion would be anti-dilutive.
[4] Convertible debt is convertible into 37,000 shares of common stock.


v3.3.1.900
Summary of Significant Accounting Policies (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Nov. 30, 2014
Accounting Policies [Line Items]        
Sales Returns and Allowances, Goods     $ 267,000 $ 43,000
Federal Deposit Insurance Corporation Premium Expense     250,000  
Advertising Expense     $ 113,000 $ 101,000
Debt Conversion, Converted Instrument, Shares Issued     37,000  
Debt Conversion, Original Debt, Amount     $ 430,000  
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 3.50   $ 3.50  
Property, Plant and Equipment, Useful Life     5 years  
Class of Warrant or Right, Outstanding 122,550 122,550 122,550 122,550
Description Of Customers Payment Terms     Customers typically receive payment terms of ratable monthly payments over 90 to 120 days with exceptions based on credit quality, seasonality or other terms and conditions  
Weighted Average Number of Shares Outstanding, Basic 10,494,428 10,476,854 10,494,428 10,473,145
Weighted Average Number of Shares Outstanding, Diluted 10,494,428 10,513,854 10,494,428 10,510,145


v3.3.1.900
Inventories (Details) - USD ($)
Nov. 30, 2015
May. 31, 2015
Inventory [Line Items]    
Raw Materials $ 1,090,088 $ 775,312
Finished Goods 912,854 1,813,919
Total Inventory $ 2,002,942 $ 2,589,231


v3.3.1.900
Property and Equipment (Details) - USD ($)
Nov. 30, 2015
May. 31, 2015
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 100,103 $ 56,338
Less: Accumulated Depreciation 15,637 9,061
Property Plant And Equipment, Net 84,466 47,277
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 16,349 16,349
Computers [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 4,778 4,778
Capitalized Software [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 78,976 $ 35,211


v3.3.1.900
Property and Equipment (Details Textual) - USD ($)
6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Property, Plant and Equipment [Line Items]    
Depreciation $ 6,600 $ 2,300


v3.3.1.900
Convertible Note Payable - Related Party (Details) - USD ($)
Nov. 30, 2015
May. 31, 2015
Short-term Debt [Line Items]    
Note Payable, bearing interest at 4% per annum, and due June 30, 2017 (original maturity of the note being December 31, 2015 and, as per the terms of the note, extended at the Company’s election for an additional 18 months). The note is Convertible into shares of the Company’s Common stock at a conversion rate of $2 per share, subject to adjustment upon the occurrence of certain events including stock dividends, stock split or combinations and reclassifications. $ 74,000 $ 0
President [Member]    
Short-term Debt [Line Items]    
Note Payable, bearing interest at 4% per annum, and due June 30, 2017 (original maturity of the note being December 31, 2015 and, as per the terms of the note, extended at the Company’s election for an additional 18 months). The note is Convertible into shares of the Company’s Common stock at a conversion rate of $2 per share, subject to adjustment upon the occurrence of certain events including stock dividends, stock split or combinations and reclassifications. $ 74,000 $ 74,000


v3.3.1.900
Convertible Note Payable - Related Party (Details Textual) - Convertible Notes Payable [Member]
6 Months Ended
Nov. 30, 2015
$ / shares
Short-term Debt [Line Items]  
Debt Instrument, Interest Rate, Effective Percentage 4.00%
Debt Instrument, Maturity Date Jun. 30, 2017
Debt Instrument, Convertible, Conversion Price $ 2


v3.3.1.900
Loans Payable - Related Parties (Details) - USD ($)
Nov. 30, 2015
May. 31, 2015
Related Party Transaction [Line Items]    
Loans Payable - Related Parties $ 289,497 $ 797,007
Loans Payable [Member]    
Related Party Transaction [Line Items]    
Less: Unamortized discount (4,487) (4,825)
Loans Payable - Related Parties 289,497 797,007
President [Member] | Loans Payable [Member]    
Related Party Transaction [Line Items]    
Less: Unamortized discount (4,490) (4,825)
Loans Payable - Related Parties $ 293,987 $ 801,832


v3.3.1.900
Loans Payable - Related Parties (Details Textual) - USD ($)
6 Months Ended
Nov. 30, 2015
May. 31, 2015
Related Party Transaction [Line Items]    
Notes Payable, Related Parties $ 219,000  
Due to Related Parties, Current $ 289,497 $ 797,007
President And Chief Financial Officer [Member]    
Related Party Transaction [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 3.25%  
Adjustments to Additional Paid in Capital, Debt Discount on Loans Payable $ 25,539  
Debt Instrument, Convertible, Remaining Discount Amortization Period 2 years  
Due to Related Parties, Current $ 144,000 402,000
Other Related Parties [Member]    
Related Party Transaction [Line Items]    
Due to Related Parties, Current $ 149,000 $ 400,000


v3.3.1.900
Notes Payable - Related Parties (Details) - USD ($)
Nov. 30, 2015
May. 31, 2015
Notes payable to the Company’s President and CFO bears interest at 4% per annum and is due December 31, 2016. Interest is payable quarterly and note is subordinated to the Factor. $ 600,000 $ 600,000


v3.3.1.900
Notes Payable - Related Parties (Details Textual) - President And CFO [Member]
6 Months Ended
Nov. 30, 2015
Debt Instrument, Interest Rate, Stated Percentage 4.00%
Debt Instrument, Maturity Date Dec. 31, 2016


v3.3.1.900
Unsecured Notes Payable (Details) - USD ($)
Nov. 30, 2015
May. 31, 2015
Unsecured Notes Payable [Line Items]    
Notes Payable, Net $ 0 $ 288,196
Notes Payable [Member]    
Unsecured Notes Payable [Line Items]    
Notes Payable, Par 430,000 430,000
Initial Debt Discount (198,557) (198,557)
Accumulated Amortization 105,169 56,753
Notes Payable, Net $ 336,612 $ 288,196


v3.3.1.900
Unsecured Notes Payable (Details 1) - Warrant [Member]
6 Months Ended
Nov. 30, 2015
USD ($)
$ / shares
shares
Unsecured Notes Payable [Line Items]  
Dividend yield 0.00%
Volatility 310.78%
Risk-free interest rate 2.40%
Expected life (months) 120 months
Grant date price per share | $ / shares $ 3.01
Warrants issued | shares 122,550
Aggregate grant date fair value | $ $ 369,000


v3.3.1.900
Unsecured Notes Payable (Details Textual)
1 Months Ended 6 Months Ended
Sep. 15, 2014
USD ($)
Aug. 25, 2014
USD ($)
Aug. 18, 2014
USD ($)
Nov. 30, 2015
USD ($)
$ / shares
Nov. 30, 2014
USD ($)
Unsecured Notes Payable [Line Items]          
Warrants Exercisable Period       10 years  
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares       $ 3.50  
Notes Issued   $ 150,000      
Warrant [Member]          
Unsecured Notes Payable [Line Items]          
Warrants and Rights Outstanding       $ 369,000  
Debt Instrument, Unamortized Discount       199,000  
Amortization of Financing Costs       $ 48,000 $ 18,000
Unsecured Debt [Member]          
Unsecured Notes Payable [Line Items]          
Convertible Subordinated Debt $ 30,000 $ 150,000 $ 250,000    
Debt Instrument, Interest Rate, Stated Percentage 11.00% 11.00% 11.00%    
Debt Instrument, Convertible, Number of Equity Instruments 285 285 285    
Debt Instrument, Face Amount $ 1,000 $ 1,000 $ 1,000    


v3.3.1.900
Financing Agreement (Details) - Accounts Receivable Financing Agreement [Member]
Nov. 30, 2015
USD ($)
Subordinated Borrowing [Line Items]  
Accounts Payable - Classique Creations, LLC $ 500,000
Demand Loans Payable - Yitzchok Gurary $ 219,000


v3.3.1.900
Financing Agreement (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Jun. 09, 2015
Mar. 09, 2015
Oct. 06, 2014
Sep. 30, 2013
Subordinated Borrowing [Line Items]              
Line of Credit Facility, Maximum Borrowing Capacity           $ 2,000,000  
Proceeds from Loans Payable - Factor     $ 3,400,000        
Repayments of Debt     $ 3,300,000        
Line of Credit Facility, Increase (Decrease) for Period, Description     Company to the lesser of the Maximum Credit Facility (as defined in the Accounts Receivable Financing Agreement) or $600,000, minus such reserves Rosenthal & Rosenthal, Inc. may deem necessary.        
Percentage of Net Amount of Eligible Receivables     70.00%        
Accounts Receivable Financing Agreement [Member]              
Subordinated Borrowing [Line Items]              
Line Of Credit $ 2,300,000   $ 2,300,000       $ 1,000,000
Line of Credit Facility, Maximum Borrowing Capacity       $ 2,800,000 $ 2,500,000    
Debt Instrument, Maturity Date     Sep. 30, 2016        
Debt Instrument, Basis Spread on Variable Rate     3.50%        
Debt Instrument, Interest Rate During Period 7.50% 7.50%          


v3.3.1.900
Related Party Transactions (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Nov. 30, 2014
May. 31, 2015
Related Party Transaction [Line Items]          
Operating Leases, Rent Expense     $ 2,500    
Rent expense     15,000 $ 13,000  
Due to Related Parties, Current $ 289,497   289,497   $ 797,007
Professional Fees 66,031 $ 190,593 206,211 $ 358,595  
Classique Creations LLC [Member]          
Related Party Transaction [Line Items]          
Accounts Payable, Related Parties, Current 2,800,000   2,800,000   1,800,000
Due to Related Parties, Current $ 500,000   $ 500,000    
Percentage Of Merchandise Purchased From Related Party     59.00% 26.00%  
Issac Gurary [Member]          
Related Party Transaction [Line Items]          
Consulting Agreement Period     1 year    
Percentage of Sales Revenue 3.00%   3.00%    
Accrued Professional Fees, Current         $ 63,000
Professional Fees     $ 121,000    


v3.3.1.900
Stockholders' Equity (Details Textual) - USD ($)
6 Months Ended 12 Months Ended
Aug. 04, 2014
Nov. 30, 2015
May. 31, 2014
May. 31, 2015
Class of Stock [Line Items]        
Stock Issued During Period, Shares, Issued for Services     32,871  
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 3.50    
Notes Payable [Member]        
Class of Stock [Line Items]        
Long-term Debt, Gross   $ 430,000   $ 430,000
Common Stock [Member]        
Class of Stock [Line Items]        
Stock Issued During Period, Shares, Issued for Services 10,604      
Shares Issued, Price Per Share $ 3.10      
Warrant [Member]        
Class of Stock [Line Items]        
Debt Conversion, Converted Instrument, Warrants or Options Issued   122,550    
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 3.50    
Weighted Average Remaining Contractual Term   8 years 8 months 12 days    


v3.3.1.900
Major Suppliers and Customers (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Nov. 30, 2015
Nov. 30, 2014
Classique Creations LLC [Member]        
Major Suppliers And Customers [Line Items]        
Percentage Of Merchandise Purchased From Related Party     59.00% 26.00%
Payments to Suppliers     $ 2.2 $ 1.3
Sales Revenue, Net [Member] | Three Largest Customers [Member]        
Major Suppliers And Customers [Line Items]        
Concentration Risk, Percentage 13.00% 15.00% 9.00% 19.00%
Vendor [Member]        
Major Suppliers And Customers [Line Items]        
Percentage Of Merchandise Purchased From Related Party     41.00%  


v3.3.1.900
Income Taxes (Details Textual)
6 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Income Tax Disclosure [Line Items]    
Effective Income Tax Rate Reconciliation, Percent 0.00% 0.00%


v3.3.1.900
Subsequent Events (Details Textual) - USD ($)
Nov. 30, 2015
May. 31, 2015
Subsequent Event [Line Items]    
Due to Related Parties, Current $ 289,497 $ 797,007
Notes Payable, Current, Total 336,612 0
Accounts Receivable Financing Agreement [Member]    
Subsequent Event [Line Items]    
Loans Payable 219,000  
President And Chief Financial Officer [Member]    
Subsequent Event [Line Items]    
Due to Related Parties, Current 144,000 $ 402,000
President And Chief Financial Officer [Member] | Yitzchok Gurary [Member]    
Subsequent Event [Line Items]    
Due to Related Parties, Current 172,000  
Notes Payable, Current, Total $ 674,000  
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