UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−-Q

(Mark One)

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

For the quarterly period ended: ~~June~~September 30, 2016

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

For the transition period from ____________ to ~~____________~~_____________

Commission File Number: 333-193618

PEEKAY BOUTIQUES, INC.

(Exact name of registrant as specified in its charter)

Nevada		46-4007972
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

901 West Main Street, Suite A, Auburn, WA 98001

(Address of principal executive offices, Zip Code)

1-800-447-2993

(Registrant'’s telephone number, including area code)

~~___________________________________________________________~~_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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~~ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "“large accelerated filer,"” "“accelerated filer"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act.

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

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

The number of shares outstanding of each of the issuer'’s classes of common stock, as of ~~August~~November 914, 2016 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.0001 par value		600,949

Peekay Boutiques, Inc.

Quarterly Report on Form 10-Q

Period Ended ~~June~~September 30, 2016

TABLE OF CONTENTS

PART I

		Page

PART I
FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	21

Item 4.	Controls and Procedures.	21



PART II
OTHER INFORMATION

Item 1.	Legal Proceedings.	23

Item 1A.	Risk Factors.	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23

Item 3.	Defaults Upon Senior Securities.	23

Item 4.	Mine Safety Disclosures.	23

Item 5.	Other Information.	24

Item 6.	Exhibits.	25

FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

	~~Page~~	Page
Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015	4
Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015		F-1
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015	5
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015		F-2
Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2016 and 2015	6
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015		F-3
Notes to Unaudited Consolidated Financial Statements	7	F-4

Table of Contents

PEEKAY BOUTIQUES, INC.

CONSOLIDATED BALANCE SHEETS

	June 30,2016			December 31,2015
	September 30, 2016			December 31, 2015
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	12,~~005~~260,~~938~~337		$	~~889~~899,205
Accounts receivable		3819,~~707~~721			48,630
Inventory, net of allowances		4,~~400~~548,~~216~~927			4,659,487
Prepaid expenses and other		~~665~~359,~~714~~471			374,766
Total current assets		67,~~110~~188,~~575~~456			5,982,088
Property and equipment, net		1,~~403~~299,~~453~~520			1,599,312
Finance costs, net		-			305,313
Deposits and other		684,881			683,036
TOTAL ASSETS	$	89,~~198~~172,~~909~~857		$	8,569,749
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	12,~~819~~131,~~371~~930		$	2,168,208
Accrued expenses		91,~~657~~169,~~929~~587			51,~~076~~808,~~971~~387
Customer deposits		442,112			584,818
Accrued interest and loan fees		10,775,707			3,268,584
Short-term debt, net of original issue discount		50,915,939			47,515,939
Customer deposits		440,154			584,818
Total current liabilities		62,835,351			55,345,936
Short-term debt		50,915,939			47,515,939
Long-term debt, net of original issue discount		-			3,400,000
Total current liabilities		65,433,317			55,345,936
Long-term debt		-			3,400,000
Deferred tax liabilities, net and other		950,931			2,477,286
TOTAL LIABILITIES		6366,~~786~~384,~~282~~248			61,223,222
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.0001 par value, 50,000,000 shares authorized, 600,949 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
Common stock, $0.0001 par value, 50,000,000 shares authorized, 600,949 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		60			60
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares outstanding	-	60			60-
Additional paid-in capital		796,535			796,535
Retained earnings (deficit)		(5658,~~383~~007,~~968~~986	)		(53,450,068	)
TOTAL EQUITY (DEFICIT)		(5557,~~587~~211,~~373~~391	)		(52,653,473	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	8,198,909		$	8,569,749
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	9,172,857		$	8,569,749

The accompanying condensed notes, together with the Notes to Consolidated Financial Statements contained in Form 10-K ~~for the fiscal year ended December 31, 2015, are an integral part of these financial statements.~~

4for ~~Table~~the fiscal year ended December 31, 2015, are an integral part of ~~Contents~~these financial statements.

F-1

Table of Contents

PEEKAY BOUTIQUES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

~~Six~~Nine Months Ended

June 30, 2016

June 30, 2015

June 30, 2016

June 30, 2015

September 30, 2016

September 30, 2015

September 30, 2016

September 30, 2015

REVENUE

9,~~220~~547,~~663~~953

9,~~497~~684,~~793~~107

2030,~~489~~037,~~738~~691

2130,~~202~~886,~~636~~743

Cost of goods sold

3,~~388~~492,~~074~~535

3,~~486~~457,~~207~~210

710,~~349~~842,~~735~~270

711,~~594~~051,~~381~~591

GROSS PROFIT

56,~~832~~055,~~589~~418

6,~~011~~226,~~586~~897

1319,~~140~~195,~~003~~421

1319,~~608~~835,~~255~~152

OPERATING EXPENSES

Selling, general and administrative expenses

4,~~854~~895,~~048~~362

5,~~356~~458,~~301~~441

1015,~~288~~183,~~419~~781

1016,~~992~~451,~~986~~427

Depreciation and amortization

~~804~~677,~~736~~174

~~779~~1,~~330~~352,556

12,~~723~~400,~~234~~408

12,~~546~~899,~~476~~032

OPERATING INCOME (LOSS)

~~173~~482,~~805~~882

(~~124~~584,~~015~~100

)

1,~~128~~611,~~350~~232

1484,~~068,793~~693

OTHER INCOME (EXPENSE)

Other income (expense)

(~~263~~111,~~112~~009

)

19,~~958~~463

(~~290~~401,~~944~~953

)

(313,~~660~~123

)

Interest income (expense)

(1,~~911~~950,~~548~~891

)

(1,~~664~~667,~~835~~329

)

(35,~~682~~633,~~206~~097

)

(34,~~298~~965,~~617~~946

)

Total other income (expense)

(2,~~174~~061,~~660~~900

)

(1,~~662~~657,~~877~~866

)

(36,~~973~~035,~~150~~050

)

(34,~~294~~952,~~957~~823

)

INCOME TAX EXPENSE

4445,~~100~~000

-23,670

89134,100

4770,~~000~~670

NET LOSS

(21,~~044~~624,~~955~~018

)

(12,~~786~~265,~~892~~636

)

(24,~~933~~557,~~900~~918

)

(24,~~273~~538,~~164~~800

)

LOSS PER SHARE (BASIC AND DILUTED):

Loss per share attributable to common shareholders

(32.4070

)

(23.9978

)

(47.8858

)

(37.8159

)

Weighted average shares outstanding during period

600,949

~~597~~598,~~111~~946

600,949

597,~~111~~711

5for ~~Table~~the fiscal year ended December 31, 2015, are an integral part of ~~Contents~~these financial statements.

F-2

Table of Contents

PEEKAY BOUTIQUES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
	For the Nine Months Ended
	June 30, 2016			June 30, 2015
	September 30, 2016			September 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(24,~~933~~557,~~900~~918	)	$	(24,~~273~~538,~~164~~800	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation and amortization		12,~~723~~400,~~234~~408			12,~~546~~899,~~476~~032
Original loan issue discount amortization		-			~~106~~150,~~079~~319
Changes in operating assets and liabilities
Net change in accounts receivable		928,~~923~~909			~~(24~~56,~~768~~200	)
Net change in inventory		~~259~~110,~~271~~560			~~493~~504,~~115~~157
Net change in prepaid and other assets		~~(292~~13,~~793~~450	)		(~~207~~86,~~435~~852	)
Net change in accounts payable & accrued liabilities		13,~~340~~365,~~998~~723			~~534~~1,~~026~~665,912
Net cash flow (used in) operating activities		(106,733	)		174,329
Net cash flow provided by operating activities		1,361,132			649,968
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(~~110~~111,~~316~~772	)
Net cash flow (used in) investing activities		-			(~~110~~111,~~316~~772	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan waiver fees disbursed to lenders		-			(668,779	)
Shareholder contributions (distributions)		-			8,193
Net cash flow provided by financing activities		-			(660,586	)
Net cash flow used in financing activities		-			(660,586	)
NET INCREASE (DECREASE) IN CASH		~~106~~1,~~733~~361,132			(~~596~~122,~~573~~390	)
Cash and cash equivalents, beginning of period		899,205			1,126,887
Cash and cash equivalents, end of period	$	12,~~005~~260,~~938~~337		$	~~530~~1,~~314~~004,497
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid	$	3657,~~723~~543		$	1333,~~000~~844
Interest paid	$	1,317,353		$	24,~~697~~075,~~385~~937

6for ~~Table~~the fiscal year ended December 31, 2015, are an integral part of ~~Contents~~these financial statements.

F-3

Table of Contents

PEEKAY BOUTIQUES, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 –- DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

At the close of business on December 31, 2014, Christals Acquisition, LLC, a Delaware limited liability company (“Christals Acquisition”) and its members entered into a securities exchange agreement ("“Exchange Agreement"”) with ~~DICO~~Dico, Inc. a Nevada corporation (the “Company”), pursuant to which ~~DICO~~the Company acquired 100% of the issued and outstanding equity capital of Christals Acquisition in exchange for 420,812 shares of ~~DICO~~the Company’s common stock, par value $0.0001 per share, which constituted 70.5% of the issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Exchange Agreement. In addition, at the closing of the share exchange, Christals paid ~~DICO~~the Company $350,000 in cash., ~~This~~which ~~cash~~ was immediately used for the following purposes (i) to pay down all of ~~DICO'~~the Company’s outstanding liabilities, (ii) $308,436 of this cash was used as a partial payment toward the redemption of a total of 2,500,000 of ~~DICO~~the Company’s restricted shares from David Lazar, the former Chief Operating Officer and Secretary of ~~DICO~~the Company, pursuant to a redemption agreement entered into with Mr. Lazar on December 31, 2014, and (iii) to satisfy aggregate purchase price payable to holders of a total of 175,433 shares of ~~DICO~~the Company’s common stock, which shares were transferred to the members of Christals Acquisition as a condition to the closing of the exchange transaction. In addition to receiving the $308,436 payment for the redemption of his 2,500,000 shares of ~~DICO~~the Company’s common stock, ~~DICO~~the Company also transferred to Mr. Lazar the remaining inventory of loose diamonds pursuant to a bill of sale and assignment agreement as the balance of the consideration for the redemption of his shares. Immediately following the closing of the exchange transaction and the related transactions described above, the former members of Christals Acquisition and certain equity owners of such members who immediately received distributions of such securities, became the owners of 596,245 shares of ~~our~~the Company’s common stock, constituting 99.9% of ~~DICO'~~the Company’s issued and outstanding common stock as of such closing. For accounting purposes, the exchange transaction with Christals Acquisition was treated as a reverse acquisition, with Christals Acquisition as the acquirer and ~~DICO,~~the ~~Inc.~~Company as the acquired party. In January 2015, ~~DICO~~Dico, Inc. changed its name to Peekay Boutiques, Inc. On October 28, 2015, the Company effected a one-for-six reverse split of ~~our~~its authorized and outstanding common stock, and all share and per share information has been adjusted to reflect this reverse split.

Christals Acquisition, ~~LLC, a Delaware limited liability company,~~ was formed in January 2012 to acquire existing limited liability companies operating retail stores in the sexual health and wellness category. The financial statements of ~~Christals Acquisition, LLC and Subsidiaries ("~~the Company") include the following fully owned subsidiaries: Christals Acquisition, Peekay Acquisition, LLC, Peekay SPA, LLC; ZJ Gift F-2, LLC, ZJ Gift F-3, LLC, ZJ Gifts F-4, LLC, ZJ Gifts F-5, LLC, ZJ Gifts F-6, LLC, ZJ Gifts I-1, LLC, ZJ Gifts M-1, LLC, ZJ Gifts M-2, LLC, and ZJ Gifts M- 3, LLC, which operate stores in Iowa, Texas and Tennessee under the Christals brand; and Peekay, Inc., ConRev, Inc., Condom Revolution, Inc. and Charter Smith Sanhueza Retail, Inc., which operate stores in Washington, Oregon and California under the Lovers, ConRev and A Touch of Romance brands.

Basis of Presentation – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During 2014 and 2015, the Company incurred net losses of $4,181,890 and $46,690,915 (including a $40,585,386 impairment charge), respectively, largely as a result of interest expense on its outstanding debt of almost $51 million, which exceeds the operating profits generated through the operations of its business. Approximately $38.2 million in senior secured debt matured on February 15, 2016, and the Company does not have the resources necessary to pay this debt and has not been able to raise the capital necessary or source refinancing to satisfy this obligation and is operating under a Forbearance Agreement.

The ability of the Company to continue its operations and execute its business plan is dependent on its ability to refinance this debt and/or to raise sufficient capital to pay this debt and other obligations as they come due (or are extended through a refinancing) and to provide sufficient capital to operate its business as contemplated. ~~Management~~The isCompany incontinues ~~the~~to ~~process~~explore ofoptions ~~exploring~~to ~~refinancing~~refinance ~~options~~or restructure the debt, ~~and~~to ~~raising~~raise additional equity capital through ~~either~~ a private or public placement of ~~its~~ securities, aor ~~public~~to ~~offering~~complete or a strategic transaction.

~~These~~F-4 ~~factors~~Table ~~raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome~~ of ~~this uncertainty.~~ Contents

7These ~~Table~~factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Information regarding significant accounting policies relating to ~~Peekay~~the ~~Boutiques~~Company and its subsidiaries is contained in Note 2, "“Significant Accounting Policies,"” to the financial statements of ~~Peekay~~the ~~Boutiques~~Company contained in the Annual Report on Form 10-K for the year ended December 31, 2015. Presented below in this and the following notes is supplemental information that should be read in conjunction with "“Notes to Financial Statements"” in the Annual Report on Form 10-K.

Basis of Presentation

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission ("the “SEC"”), for interim financial information and include the accounts of the Peekay Boutiques, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to fairly state the financial position and results of operations and cash flows for the interim periods presented.

The Company'’s business is subject to seasonal fluctuation. Significant portions of the Company'’s net revenue and operating income are realized during the first and fourth quarters of the fiscal year, corresponding to the Valentine Day and Holiday shopping seasons, respectively. The results of the three and ~~six~~nine months ended ~~June~~September 30, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2016, or for any other future interim period or for any future year.

These interim consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company'’s Annual Report on Form 10-K for the year ended December 31, 2015.

Fiscal Year End

The Company has adopted a fiscal year end of December 31^st, and its quarters end on March 31^st, June 30^th, September 30^th and December 31^st.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

The Company'’s most significant ~~areas~~area of estimation and assumption ~~are~~is:

· the determination of the appropriate amount and timing of markdowns to clear unproductive or slow-moving retail inventory and overall inventory obsolescence; ~~· estimation of future cash flows used to assess the recoverability of long-lived assets,~~

F-5

Table of Contents

Recent Accounting Pronouncements and Account Changes

In February of 2016, the Financial Accounting Standards Board ("“FASB"”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements.

Our ~~company~~Company made no accounting changes during the three months ended ~~June~~September 30, 2016.

8 Table of Contents

NOTE 3 – NOTES PAYABLE

Unsecured Subordinated Promissory Notes

Acquisition of the Christals Stores - On October 9, 2012, Christals Acquisition, ~~LLC~~ issued four promissory notes, two at $1,550,000 and two at $150,000 to the former owners of the Christals stores. These notes bear interest at a rate of 12% and are due at maturity on January 7, 2017. Interest is only payable prior to note maturity, if the stores sold as part of ~~this~~the agreement reach a certain quarterly EBITDA threshold. During 2014 and 2015, the stores reached that threshold for one quarter and $45,000 in interest was paid to the holders. These notes are subject to certain covenants that are defined in the purchase agreement.

Acquisition of the Peekay Stores - On December 31, 2012, Peekay Acquisition, LLC (“Peekay Acquisition”) and Peekay SPA, LLC, each a Delaware limited liability company, jointly and severally promised to pay to ~~the~~certain ~~"Subordinated~~subordinated ~~Lenders"~~lenders the principal amount of $6,000,000 and $3,300,000 pursuant to a Common Stock Purchase Agreement, dated as of December 31, 2012, with interest at the rate of 9% and 12% per annum respectively. The notes mature on December 31, 2016. Subject to ~~the~~certain ~~Subordination~~subordination ~~Provisions~~provisions and all other rights of the ~~Senior~~Company’s ~~Creditors~~senior ~~arising in connection with the Senior Obligations~~creditors, all unpaid principal, together with any then unpaid and accrued interest and other amounts payable ~~hereunder~~thereunder, will be due and payable in cash on the earlier of the ~~Maturity~~maturity ~~Date~~date, and the date when, upon the occurrence and during the continuance of an ~~Event~~event of ~~Default~~default, such amounts are declared due and payable in cash by ~~the~~a ~~Majority~~majority ~~Lenders~~of the lenders or become automatically due and payable in cash ~~hereunder~~thereunder, in each case, in accordance with the terms ~~hereof~~thereof. Accrued but unpaid interest shall be compounded quarterly on each March 1, June 1, September 1, and December 1, commencing on March 1, 2013 (each such date an “Interest Payment Date”). All such interest shall be paid by accretion thereof to the outstanding principal balance of the notes as PIK interest. Notwithstanding anything herein to the contrary, on each Interest Payment Date, 45% of the interest then accrued in respect to the three months then ending shall be due as cash interest, and if permitted by provisions of the subordination agreement, shall be payable as cash interest rather than PIK interest. By giving the subordinated lender five days written notice, the Company may prepay the debt, in whole or in part, without penalty or premium, with amounts paid applied to accrued, unpaid interest and then to principal. These notes contain certain covenants that restrict the amount of distributions and dividends that the Company can make.

Payments of accrued and unpaid interest on the Subordinated Notes are due and payable in cash in arrears on the earlier of the Maturity Date or upon acceleration during the occurrence of an Event of Default. Accrued but unpaid interest shall be compounded quarterly on each March 1, June 1, September 1, and December 1, commencing on March 1, 2013 (each such date an "Interest Payment Date"). All such interest shall be paid by accretion thereof to the outstanding principal balance of the Subordinated Notes as PIK interest. Notwithstanding anything herein to the contrary, on each Interest Payment Date, 45% of the interest then accrued in respect to the three months then ending shall be due as Cash Interest, and if permitted by provisions of the Subordination Agreement, shall be payable as Cash Interest rather than PIK interest. On February 22, 2016, the Company entered into a Forbearance Agreement to the Financing Agreement, whereby all payments to the subordinated note holders are prohibited until the amounts due under the Financing Agreement have been paid in full or otherwise satisfied. By giving the Subordinated Lender five days written notice, the Company may prepay the debt, in whole or in part, without penalty or premium, with amounts paid applied to accrued, unpaid interest and then to principal. These notes contain certain covenants that restrict the amount of distributions and dividends that the Company can make.

Financing Agreement

On December 31, 2012, Christals Acquisition, ~~LLC, a Delaware limited liability company (the "Parent"),~~ Peekay Acquisition, ~~LLC,~~and athe ~~Delaware~~subsidiaries ~~limited~~of ~~liability~~Christals ~~company~~Acquisition ("and Peekay Acquisition~~"),~~ (the ~~subsidiaries~~“Loan ofParties”), ~~Peekay~~as ~~Acquisition~~the ~~listed~~borrowers asand ~~"Borrowers"~~guarantors, entered into a financing agreement with Cortland Capital Marketing Services, LLC, as collateral agent for the several secured lenders.

~~The~~F-6 ~~Lenders~~Table ~~issued a term loan to the Borrowers initially in the aggregate principal amount~~ of $38,215,939, consisting of a tranche A term loan for the principal amount of $27,000,000 which matured on December 27, 2015, and bears interest at a rate of 12% per annum, and a tranche B term loan for the principal amount of $11,215,930 which matured on December 27, 2015, and bears interest at a rate of 15% per annum. The proceeds of the loans were used by Peekay Acquisition to make a loan to the Parent, which then used the proceeds to repay certain existing indebtedness, and to finance a portion of the purchase price payable by Peekay SPA, LLC for the purchase of the issued and outstanding shares of stock of Peekay, Inc. and ConRev, Inc., each Washington corporations (the "Acquisition Peekay"), and by the Borrowers to fund working capital of Peekay Acquisition and its subsidiaries and to pay fees and expenses related to this Agreement and the Peekay Acquisition .Contents

9The ~~Table~~lenders made a term loan to the borrowers initially in the aggregate principal amount of ~~Contents~~$38,215,939, consisting of a tranche A term loan for the principal amount of $27,000,000, which matured on December 27, 2015, and bears interest at a rate of 12% per annum, and a tranche B term loan for the principal amount of $11,215,930, which matured on December 27, 2015, and bears interest at a rate of 15% per annum. The maturity date of the loans made under the financing agreement was extended to February 15, 2016 pursuant to the eighth amendment to the financing agreement, which is described below. The proceeds of the loans were used to repay then existing indebtedness, to finance a portion of the purchase price payable in connection with our acquisition of Peekay, Inc. (“Peekay”) and Conrev, Inc. (“Conrev”), to fund working capital requirements and to pay fees and expenses related to the Peekay and Conrev acquisition.

~~The~~This ~~Borrowers~~debt ~~agreed~~matured on February 15, 2016 and we do not have the resources necessary to pay ~~the~~this ~~following~~debt ~~fees~~and ~~associated~~we have been unable to find replacement financing. We are currently operating under a forbearance agreement with our lenders, which is described below, but we may be forced to file for bankruptcy and/or liquidate our assets if we are unable to meet the ~~loans:~~terms of the forbearance agreement.

·Our Ansubsidiaries ~~Underwriting~~paid ~~fee on~~ the ~~Term~~following Afees loan equal to 2% of the total loan, and 3% on the total Term B loan. · An administrative fee of 0.24% of the average amount of the aggregate amount of the principal balance of the loans outstanding. · The Borrowers are required to pay to the Term A Agent, quarterly in ~~arrears~~connection onwith the ~~last~~financing day of each calendar quarter and on the date the Obligations are paid in full, an administrative fee, equal to $15,000 (or a pro rata portion of such amount, in the case of the final payment of such fee).agreement:

~~The~~· ~~loans~~an ~~are~~underwriting ~~covered~~fee byequal to 2% of the ~~following~~term ~~covenants:~~A loan amount and 3% on the total term B loan amount; · an administrative fee of 0.24% of the average aggregate principal balance of the loans outstanding paid each quarter; and · a quarterly administrative fee of $15,000.

·The ~~Certain~~financing ~~reporting~~agreement ~~requirements~~contains ·several ~~Maintain~~financial acovenants ~~Key~~and ~~Man life insurance policy for $2,000,000 · Restriction on amount of capital assets that can be purchased during the year · Restrictions of paying dividends or~~ other ~~distributions~~affirmative ·and ~~Meeting~~negative ~~certain financial~~ covenants, including, anwithout ~~adjusted~~limitation, ~~EBITDA~~the ~~leverage ratio and minimum liquidity requirement~~following:

~~The~~· a requirement to maintain a leverage ratio during each fiscal quarter of the loan, which leverage ratio is 3.00:1.00 for the fiscal quarter ended December 31, 2015, where leverage ratio is defined as the ratio of (a) aggregate principal amount of the term A loans ~~are~~and ~~guaranteed~~term byB ~~Christals~~loans ~~Acquisition~~outstanding and the aggregate principal amount of any other loans outstanding under the financing agreement to (b) the twelve trailing month consolidated EBITDA for such period; · a requirement to have liquidity of not less than $1,500,000, ~~LLC~~where liquidity is defined as cash of Peekay Acquisition and ~~all~~its subsidiaries that is unrestricted less payables of Peekay Acquisition and its subsidiaries aged 60 days or greater and held checks of Peekay Acquisition and its subsidiaries at such time; · a requirement to provide financial reports and other information to the lenders and to permit the lenders to inspect and audit our business; · a requirement to maintain a key man life insurance policy for $2,000,000 on the life of our Chief Executive Officer. · a restriction on incurring any liens on the property and other assets of the borrowers; · a restriction on incurring any indebtedness other than specified permitted indebtedness described in the financing agreement;

~~During~~F-7 ~~the~~Table year ended December 31, 2014, the Company obtained three covenant waivers through Amendments to the Financing Agreements dated March 31, 2014, September 30, 2014 and December 31, 2014, which cover covenant requirements through April 30, 2015. The Company agreed to pay waiver fees totaling $955,398. A total of ~~$191,080 in fees was paid in cash during 2014; $573,239 and $95,540 was paid in cash to the lenders on February 20, 2015 and March 31, 2015, respectively. The remaining $95,540 is due at maturity.~~ Contents

We· ~~obtained~~ a ~~fourth~~restriction ~~covenant~~on ~~waiver~~winding onup, ~~June~~liquidating 30our business, ~~2015~~merging or consolidating with another person or selling or licensing all or any part of its business other than sales of inventory in the ordinary course of business subject to the other limitations in the financing agreement, ~~for~~licensing on a nonexclusive basis of intellectual property rights in the ~~period~~ordinary ~~ending~~course ~~September~~of 30business, ~~2015~~dispositions of cash and cash equivalents in the ordinary course of business and in a manner not prohibited by the financing agreement, leasing or subleasing of assets in the ordinary course of business, disposing of obsolete or worn-out equipment in the ordinary course of business with certain limitations, and selling or otherwise disposing of other property or assets for cash in an aggregate amount not less than the fair market value of such property or assets with certain limitations; · a ~~fifth~~restriction ~~covenant~~on ~~waiver~~making changes in the nature of our business; · a restriction on ~~October~~making 31loans, ~~2015~~advances or investments except for certain specified permitted investments; · a restriction on the ~~period~~types ~~ending~~of ~~November~~leases 30that can be entered into; · a restriction on amount of capital expenditures that can that can be made in any fiscal quarter, which for fiscal year 2015. Weis ~~obtained~~$1,000,000 plus any carryover amount relating to prior fiscal quarters; · a ~~sixth~~restriction ~~covenant~~on ~~waiver~~entering into transactions with affiliates with certain exceptions; · a restriction on ~~November~~the 30borrowers paying dividends (other than dividends payable in equity interests) or other distributions, ~~2015~~making repurchases or redemptions of equity interests, making any payment or retiring any warrants, options or other similar rights, or paying any management fees other than paying dividends or distributions necessary to cover tax obligations, if there is no event of default, paying dividends or distributions sufficient to pay accrued and unpaid interest on the Peekay and Christals Acquisition outstanding subordinated seller notes with certain specified limitations, and so long as there is no event of default, paying dividends or distributions for payment of permitted management fees; · a restriction on the ~~period~~borrowers ~~ending~~or ~~December~~guarantors 27issuing equity interests with certain exceptions; · a restriction on amending the terms of, ~~2015~~or prepaying, any indebtedness; · a restriction on (a) the number of new stores that the borrowers may open that is limited to five new stores in the aggregate, provided that the borrowers may thereafter open up follow-on stores if the first five stores had gross sales of at least $40,000 per month and a ~~seventh~~minimum ~~covenant~~of ~~waiver~~30% store level EBITDA (after certain adjustments) on ~~December~~average 16and over a period of six consecutive calendar months (such test being referred to as the last store test) and the first five stores and all such follow-on stores on average satisfy the last store test, ~~2015~~(b) ~~for~~the size of new stores, which cannot exceed 3,500 square feet or have an opening budget of more than $175,000 or rent payable in excess of $35 per square foot, and (c) the ~~period~~overall ~~ending~~opening ~~December~~of 31stores to no more than 20 stores in any calendar year with the ability to carryover to the next year any shortfall in aggregate store openings; and · a restriction on the borrowers’ ability to acquire inventory to the extent that after acquiring such inventory the aggregate value (based on cost) of total inventory owned by the borrowers would exceed (i) the historical seasonally adjusted store-level stock amount of $175,000, ~~2015.~~multiplied by (ii) the number of stores expected to be in operation on the last business day of the current calendar month.

10F-8 Table of Contents

AtThe ~~the~~obligations ~~same~~of ~~time we entered into~~ the ~~fifth~~borrowers ~~amendment~~under to the financing agreement toare ~~obtain~~guaranteed ~~the~~by ~~fifth~~Christals ~~covenant~~Acquisition ~~waiver, we also entered into a sixth amendment to our financing agreement. The sixth amendment will only become effective if we close the Public Offering~~ and ~~satisfy~~all ~~the~~its ~~other~~subsidiaries ~~conditions to the sixth amendment, which are described below. We refer to the date that the sixth amendment becomes effective~~ as ~~the sixth amendment effective date~~guarantors. ~~On the sixth amendment effective date the financing agreement will be further modified as follows:~~

·During ~~The maturity date will be extended to the earliest of (i) the third anniversary of the sixth amendment effective date~~2014, ~~(ii)~~we ~~the~~obtained ~~date~~three oncovenant ~~which~~waivers ~~the~~through ~~loans~~amendments ~~under~~to ~~the~~our financing agreement ~~otherwise become due and payable in accordance~~ with ~~the~~our ~~terms~~secured oflenders, ~~the~~dated ~~financing~~March ~~agreement~~31, and (iii) the date that payment in full of all obligations under the financing agreement and termination of all commitments occurs; · The original leverage ratio requirement under the financing agreement will be modified to (i) reduce the numerator of the ratio by the amount of liquidity as of the last day of the applicable period2014, ~~and~~September ~~(ii) change the leverage ratio requirement to be~~30, ~~for~~2014 ~~any~~and ~~period~~December ~~of four fiscal quarters measured as of the end of any fiscal quarter~~31, ~~no greater than 3~~2014.~~50:1.00;~~ ·These ~~Provisions~~waivers ~~for~~covered ~~requesting~~covenant ~~certain~~requirements ~~additional~~through ~~term~~April loans under the financing agreement will be deleted; · The applicable interest rate for loans under the financing agreement will be amended for Term A Loans to be 8.75% from the sixth amendment effective date up to the first anniversary thereof30, 102015.~~75%~~ ~~from~~We ~~the~~obtained ~~first~~a ~~anniversary~~fourth ofcovenant ~~the~~waiver ~~sixth~~on ~~amendment~~June ~~effective date up to the second anniversary of the sixth amendment effective date~~30, ~~12.75% from the second anniversary of the sixth amendment effective date until the final maturity date~~2015, ~~and~~ for ~~Term B Loans to be 9.75% from~~ the ~~sixth~~period ~~amendment~~ending ~~effective~~September ~~date up to the first anniversary thereof~~30, ~~11.75%~~2015 ~~from the first anniversary of the sixth amendment effective date up to the second anniversary of the sixth amendment effective date~~and, ~~and~~a ~~13.75% from the second anniversary of the sixth amendment effective date until the final maturity date; · The exit fee required by the~~ fifth ~~amendment~~covenant towaiver ~~the financing agreement will be amended so that it becomes due~~ on ~~the~~October ~~earlier to occur of (A) the final maturity date~~31, ~~(B)~~2015 ~~the~~for ~~date which all of~~ the ~~other~~period ~~obligations~~ending ~~are~~November ~~repaid or required to be repaid in full in cash~~30, ~~and~~2015. ~~(C)~~We ~~the~~obtained ~~date~~a ~~that~~sixth ~~our~~covenant ~~company~~waiver ~~receives~~on ~~net~~November ~~cash proceeds of at least $20~~30,~~000,000~~ ~~from~~2015 ~~the~~for ~~public offering of our company's common stock (including~~ the ~~Public~~period ~~Offering).~~ending ~~Once~~December ~~the accrued and unpaid exit fee is paid~~27, it2015 ~~will be deemed satisfied in full~~ and ~~no additional amounts attributable to the exit fee will accrue or be payable; · We agreed to pay to the administrative agent~~ a ~~nonrefundable~~seventh ~~fee,~~covenant orwaiver ~~the bridge exit fee, for the account of each consenting lender, accruing (i)~~ on ~~the~~December sixth amendment effective date in an amount equal to 1.50% of the aggregate principal amount of the outstanding loans of such consenting lender (after giving effect to the prepayment of Term A Loans contemplated under the sixth amendment to the financing agreement as described below)16, ~~(ii)~~2015 onfor the ~~first~~period ~~anniversary~~ending ofDecember ~~the sixth amendment effective date in an amount equal to 2.50% of the aggregate principal amount of the loans outstanding as of such anniversary~~31, ~~and (iii) on the second anniversary of the sixth amendment effective date in an amount equal to 3~~2015.~~50%~~ of the aggregate principal amount of the loans outstanding as of such anniversary. The bridge exit fee would be due on the earliest to occur of (A) the final maturity date, and (B) the date which all of the other obligations are repaid or required to be repaid in full in cash;

·At ~~The~~the ~~negative~~same ~~covenant~~time, ~~relating~~we entered into the fifth amendment to ~~capital~~the ~~expenditures~~financing ~~will~~agreement beto ~~amended~~obtain sothe ~~that~~fifth ~~our~~covenant ~~subsidiaries~~waiver, ~~can~~we ~~make~~also ~~capital~~entered ~~expenditures~~into upa sixth amendment to ~~the~~our ~~following~~financing ~~limits:~~agreement. ~~$2,400,000~~The ~~for~~sixth ~~any~~amendment ~~fiscal~~will ~~quarter~~only ~~during~~become ~~the~~effective ~~period~~if ~~January~~we 1,close ~~2016~~our -proposed ~~December~~underwritten ~~31,~~public ~~2016,~~offering ~~$3,140,000~~as ~~for~~described ~~any~~in ~~fiscal~~the ~~quarter~~Company’s ~~during~~registration ~~the~~statement ~~period~~on ~~January~~Form S-1, ~~2017~~(Registration No. 333-203870) ~~December~~(the ~~31,~~“Public ~~2017,~~Offering”) and ~~$4,300,000~~satisfy ~~for~~the ~~any~~other ~~fiscal~~conditions ~~quarter~~to ~~during~~ the ~~period~~sixth ~~January 1~~amendment, ~~2018~~which -are ~~December~~described ~~31,~~below. ~~2018;~~We ·refer ~~The~~to ~~negative~~the ~~covenant~~date ~~regarding~~that the ~~opening~~sixth ofamendment ~~new~~becomes ~~stores~~effective ~~will~~as bethe ~~deleted;~~sixth ·amendment ~~The~~effective ~~conditions~~date. toOn the ~~effectiveness of the~~ sixth amendment toeffective date the financing agreement ~~include,~~will ~~among~~be ~~others,~~further ~~the~~modified ~~following~~as follows:

· the maturity date will be extended to the earliest of (i) the third anniversary of the sixth amendment effective date, (ii) the date on which the loans under the financing agreement otherwise become due and payable in accordance with the terms of the financing agreement, and (iii) the date that payment in full of all obligations under the financing agreement and termination of all commitments occurs; · the original leverage ratio requirement under the financing agreement will be modified to (i) reduce the numerator of the ratio by the amount of liquidity as of the last day of the applicable period, and (ii) change the leverage ratio requirement to be, for any period of four fiscal quarters measured as of the end of any fiscal quarter, no greater than 3.50:1.00; · provisions for requesting certain additional term loans under the financing agreement will be deleted; · the applicable interest rate for loans under the financing agreement will be amended for Term A Loans to be 8.75% from the sixth amendment effective date up to the first anniversary thereof, 10.75% from the first anniversary of the sixth amendment effective date up to the second anniversary of the sixth amendment effective date, 12.75% from the second anniversary of the sixth amendment effective date until the final maturity date, and for Term B Loans to be 9.75% from the sixth amendment effective date up to the first anniversary thereof, 11.75% ~~Table~~from the first anniversary of ~~Contents~~the sixth amendment effective date up to the second anniversary of the sixth amendment effective date, and 13.75% from the second anniversary of the sixth amendment effective date until the final maturity date; · the exit fee required by the fifth amendment to the financing agreement will be amended so that it becomes due on the earlier to occur of (A) the final maturity date, (B) the date which all of the other obligations are repaid or required to be repaid in full in cash, and (C) the date that our company receives net cash proceeds of at least $20,000,000 from the public offering of our company's common stock (including the Public Offering). Once the accrued and unpaid exit fee is paid, it will be deemed satisfied in full and no additional amounts attributable to the exit fee will accrue or be payable; · we agreed to pay to the administrative agent a nonrefundable fee, or the bridge exit fee, for the account of each consenting lender, accruing (i) on the sixth amendment effective date in an amount equal to 1.50% of the aggregate principal amount of the outstanding loans of such consenting lender (after giving effect to the prepayment of Term A Loans contemplated under the sixth amendment to the financing agreement as described below), (ii) on the first anniversary of the sixth amendment effective date in an amount equal to 2.50% of the aggregate principal amount of the loans outstanding as of such anniversary, and (iii) on the second anniversary of the sixth amendment effective date in an amount equal to 3.50% of the aggregate principal amount of the loans outstanding as of such anniversary. The bridge exit fee would be due on the earliest to occur of (A) the final maturity date, and (B) the date which all of the other obligations are repaid or required to be repaid in full in cash; · the negative covenant relating to capital expenditures will be amended so that our subsidiaries can make capital expenditures up to the following limits: $2,400,000 for any fiscal quarter during the period January 1, 2016 - December 31, 2016, $3,140,000 for any fiscal quarter during the period January 1, 2017 - December 31, 2017, and $4,300,000 for any fiscal quarter during the period January 1, 2018 - December 31, 2018; and · the negative covenant regarding the opening of new stores will be deleted.

·F-9 ~~Upon~~Table ~~the closing~~ of the Public Offering we must prepay not less than $16,000,000 of Term A Loans, together with accrued and unpaid interest on the amount prepaid and we must also pay certain accrued and unpaid fees owed to the secured lenders. · Our outstanding seller notes must be converted into common stock on terms and conditions satisfactory to the origination agent; and · We must pay to the administrative agent for the ratable benefit of each consenting lender an amendment fee in an amount equal to 1.0% of the aggregate principal amount of the loans outstanding as of the sixth amendment effective date (after giving effect to the prepayment described above).Contents

~~On December 16, 2015, we entered into the eighth amendment to the financing agreement.~~ The ~~eighth~~conditions ~~amendment extends the final maturity date of the financing agreement~~ to ~~February 15, 2016, in order to allow for~~ the ~~completion~~effectiveness of the ~~Public~~sixth ~~Offering. The eighth~~ amendment ~~also waives, until February 15, 2016, any noncompliance due~~ to ~~(a)~~ the ~~payment~~financing toagreement ~~Christals Management~~include, ~~LLC~~among ~~of quarterly management fees in advance~~others, ~~rather than arrears from January 2013 through June 2015, and (b) failure to meet~~ the ~~required leverage ratio and minimum equity covenants set forth in the financing agreement.~~ following:

An· ~~amendment~~upon ~~fee~~the ~~equal~~closing ~~to 0.50%~~ of the ~~aggregate~~Public ~~principal~~Offering ~~amount~~we ofmust ~~the~~prepay ~~outstanding~~not ~~loans~~less ~~will~~than be$16,000,000 ~~payable~~of onTerm ~~the~~A ~~earlier~~Loans, oftogether ~~the~~with ~~final~~accrued ~~maturity~~and ~~date~~unpaid ~~and~~interest on the ~~date~~amount onprepaid ~~which~~and ~~all~~we ~~the~~must ~~loan~~also ~~obligations~~pay ~~are~~certain ~~repaid~~accrued orand ~~must~~unpaid befees ~~repaid,~~owed ~~and~~to the ~~borrowers~~secured ~~must~~lenders; ~~pay~~· aour ~~$150,000~~outstanding ~~legal~~subordinated ~~expense~~seller ~~advance.~~notes ~~The~~must ~~eighth~~be ~~amendment~~converted ~~also~~into ~~proscribes~~common ~~payment~~stock ofon ~~accrued,~~terms ~~unpaid~~and ~~management~~conditions ~~fees~~satisfactory ~~until~~to the ~~earlier~~origination ofagent; ~~the~~and ~~final~~· ~~maturity~~we ~~date~~must orpay to the ~~date~~administrative onagent ~~which~~for ~~all~~ the ~~loan~~ratable ~~obligations~~benefit ~~are~~of ~~repaid~~each orconsenting ~~must~~lender bean ~~repaid,~~amendment ~~except~~fee ~~that~~in ~~upon~~an ~~the~~amount ~~closing~~equal to 1.0% of athe ~~qualified~~aggregate ~~public~~principal ~~offering,~~amount weof ~~may~~the ~~pay~~loans ~~management~~outstanding ~~fees~~as of ~~$325,000~~the sixth amendment effective date (after giving effect to CPthe IVprepayment ~~SPV,~~described ~~LLC~~above).

~~Since~~On ~~the~~December ~~Company~~16, ~~was~~2015, ~~unable~~we toentered ~~repay~~into the ~~debt~~eighth onamendment to the ~~maturity~~financing ~~date,~~agreement. ~~the~~The ~~interest~~eighth ~~rate~~amendment ~~charged~~extended onthe ~~both~~final ~~Term~~maturity Adate ~~and~~of ~~Term~~the Bfinancing ~~debt~~agreement ~~was~~to ~~increased~~February to15, ~~14%~~2016, ~~and~~in ~~17%~~order ~~per~~to ~~annum,~~allow ~~respectively,~~for ~~effective~~the oncompletion of the ~~maturity~~Public ~~date~~Offering. OnThe ~~February~~eighth ~~22,~~amendment ~~2016,~~also ~~the Company~~waived, ~~the~~until ~~Company's~~February ~~subsidiaries~~15, ~~Christals Acquisition~~2016, ~~LLC~~any ~~("Parent"),~~noncompliance ~~Peekay~~due ~~Acquisition,~~to ~~LLC,~~(a) ~~each of~~ the ~~subsidiaries~~payment ofto ~~Peekay~~Christals ~~Acquisition~~Management, LLC ~~(collectively,~~of ~~the~~quarterly ~~"Loan~~management ~~Parties")~~fees ~~and~~in ~~certain~~advance, ofrather ~~the~~than ~~Company's~~arrears ~~senior~~from ~~secured~~January ~~lenders~~2013 ~~(the~~through ~~"Consenting~~June ~~Term~~2015, Aand ~~Lenders"~~(b) ~~entered~~failure ~~into~~to meet the ~~Forbearance~~required ~~and~~leverage ~~Ninth~~ratio ~~Amendment~~and ~~Agreement~~minimum ~~(the~~equity ~~"Ninth~~covenants ~~Amendment"),~~set ~~which~~forth ~~amends~~in the financing agreement ~~relating to the Company's senior secured debt~~.

~~Under~~An ~~the~~amendment ~~Ninth~~fee ~~Amendment,~~equal ~~among~~to ~~other~~0.50% ~~things,~~of the ~~Loan~~aggregate ~~Parties~~principal ~~agreed~~amount ~~(a)~~of ~~that~~the onoutstanding orloans ~~before~~will ~~February~~be ~~29,~~payable ~~2016,~~on the ~~Company~~earlier ~~would~~of ~~grant to~~ the ~~Consenting~~final ~~Term~~maturity Adate ~~Lenders~~and ~~warrants (~~the ~~"Warrants")~~date toon ~~purchase~~which upall tothe anloan ~~aggregate~~obligations ofare ~~2.5%~~repaid ofor ~~the~~must ~~common~~be ~~shares~~repaid, ofand the ~~Company~~borrowers onmust pay a ~~fully~~$150,000 ~~diluted~~legal ~~basis~~expense ~~and~~advance. ~~(b)~~The toeighth ~~enter~~amendment ~~into~~also aproscribed ~~non-binding~~payment ~~term~~of ~~sheet~~accrued, ~~with~~unpaid ~~respect~~management tofees auntil ~~Step~~the ~~Two~~earlier ~~Restructuring~~of ~~Transaction~~the byfinal ~~March~~maturity ~~15,~~date ~~2016~~or (the ~~"Step~~date ~~Two~~on ~~Restructuring~~which ~~Term~~all ~~Sheet").~~the Aloan ~~Step~~obligations ~~Two~~are ~~Restructuring~~repaid ~~Transaction~~or ismust ~~generally~~be ~~defined~~repaid, inexcept ~~the~~that ~~Ninth~~upon ~~Amendment~~the asclosing ~~an out-~~of~~-court~~ ~~restructuring~~a onqualified ~~terms~~public ~~and~~offering, ~~conditions~~including ~~acceptable to~~ the ~~Consenting~~Public ~~Term~~Offering, Awe ~~Lenders~~may orpay amanagement ~~pre-arranged~~fees ~~Chapter~~of 11$325,000 ~~bankruptcy on terms and conditions acceptable~~ to ~~the~~CP ~~Consenting~~IV ~~Term~~SPV, ~~A Lenders~~LLC.

AsSince ~~previously reported by~~ the Company inwas aunable ~~current~~to ~~report~~repay ~~on Form 8-K filed with~~ the ~~SEC~~debt on ~~March~~the ~~18,~~maturity ~~2016~~date, onthe ~~March~~interest ~~14,~~rate ~~2016,~~charged ~~counsel~~on toboth ~~the Consenting~~ Term A ~~Lenders~~and ~~confirmed~~Term byB ~~email~~debt ~~correspondence~~was onincreased ~~behalf~~to of14% ~~the~~and ~~Consenting~~17% ~~Term~~per Aannum, ~~Lenders~~respectively, ~~that~~effective on the ~~Consenting~~maturity ~~Term~~date. AOn ~~Lenders~~February ~~agreed~~22, to2016, awe ~~ten-day~~and ~~extension~~certain of the ~~deadline~~Company’s tosenior ~~grant~~secured ~~the~~lenders ~~Warrants and enter into~~ (the ~~Step~~“Consenting ~~Two Restructuring~~ Term ~~Sheet~~A ~~until~~Lenders”) ~~March~~entered ~~24,~~into ~~2016.~~the ~~This~~forbearance ~~extension~~and ~~was~~ninth ~~conditioned~~amendment ~~on the~~ agreement. byThe ~~the~~forbearance ~~Company~~ and ~~the~~ninth ~~Loan~~amendment ~~Parties~~agreement offurther ~~the~~amends ~~following conditions, which conditions were accepted by~~ the ~~Company~~financing ~~and~~agreement ~~the~~as ~~other~~described ~~Loan Parties:~~below.

1. The ~~Company~~forbearance and ~~its~~ninth ~~subsidiaries~~amendment ~~will~~agreement ~~not~~provides ~~amend~~ the ~~compensation~~Loan ~~arrangements~~Parties ofwith ~~their~~necessary ~~key~~forbearance ~~employees,~~from ~~executives, officers and directors without~~ the ~~prior~~enforcement ~~written~~by ~~consent of~~ the ~~Consenting~~secured ~~Term~~lenders ~~A Lenders. 2. Upon receipt~~ of ~~Indication~~default-related ofrights ~~Interest~~and ~~letters~~remedies ~~or other communications from third parties~~ with respect to aexisting ~~potential~~financing ~~Step~~agreement ~~One~~defaults ~~Restructuring~~of ~~Transaction (as defined in~~ the ~~Ninth~~Loan ~~Amendment),~~Parties ~~all~~specified ~~such~~in ~~communications will be promptly provided to~~ the ~~Consenting~~forbearance ~~Term A Lenders~~ and ~~their~~ninth ~~counsel.~~amendment 3.agreement ~~In addition to~~ (the ~~requirement~~“Specified ~~in Section 3(e~~Defaults”) ofuntil ~~the~~July ~~Forbearance Agreement for periodic updates~~31, the Consenting Term A Lenders may from time to time contact executives, officers and directors of the Company and its subsidiaries to discuss the business of the Company and its subsidiaries and their ongoing restructuring efforts2016.

12Under ~~Table~~the offorbearance ~~Contents~~and ninth amendment agreement, the Loan Parties have the following obligations, among others. As applicable, after each obligation identified below, we are disclosing our current compliance status.

On March 24, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of the Consenting Term A Lenders that the Consenting Term A Lenders agreed to further extend the deadline to grant the Warrants and enter into the Step Two Restructuring Term Sheet until March 30, 2016.

	·	The Company must appoint an independent director nominated by the Consenting Term A Lenders to the Board of Directors of the Company and the applicable equivalent Board of each of the Company’s subsidiaries. On February 22, 2016, the Loan Parties appointed Matthew R. Kahn as independent director in satisfaction of this requirement.

	·	The Company must adopt a policy (the “Board Policy”) of (i) scheduling meetings of the Board of Directors at least every two weeks from and after February 22, 2016 and until the Term A Loans and Term B Loans (each as defined in the financing agreement) have been indefeasibly paid in full in cash or otherwise restructured in a manner acceptable to the Consenting Term A Lenders, (ii) requiring management to present the Board of Directors of the Company with frequent updates as to the condition of the business and the status of the milestones described in the forbearance and ninth amendment agreement, and (iii) requiring management to provide prompt responses to the questions of any member of the Board of Directors. The Company adopted the Board Policy on February 24, 2016 in satisfaction of this requirement.

OnF-10 ~~March~~Table ~~31, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf~~ of the Consenting Term A Lenders that the Consenting Term A Lenders agreed to further extend the deadline to grant the Warrants and enter into the Step Two Restructuring Term Sheet until April 11, 2016. After April 11, 2016, this extension will automatically renew unless the Company receives 24 hours' notice from the Consenting Term A Lenders of the termination of the extension. In connection with this additional waiver, the Company agreed to the following conditions:Contents

1· The Loan Parties must enter into deposit account control agreements requested by the Consenting Term A Lenders, and the Loan Parties complied with this requirement. On· orThe ~~before~~Loan Parties must retain an investment bank acceptable to the ~~close~~Consenting ofTerm ~~business~~A Lenders on ~~April~~terms 1,and ~~2016~~conditions acceptable to the Consenting Term A Lenders, to advise the ~~Company~~Loan ~~shall~~Parties ~~make~~in anconnection ~~interest~~with ~~payment~~a Qualified Refinancing and/or Qualified Private Sale. A Qualified Refinancing is generally defined in the forbearance and ninth amendment agreement as a refinancing transaction resulting in cash proceeds that are sufficient to pay all obligations of the Term A Lenders or that is otherwise acceptable to the Consenting Term A Lenders and the independent director and a Qualified Private Sale is generally defined in the ~~amount~~forbearance ofand ~~$325,500.~~ninth 2.amendment Onagreement as a sale of all or ~~before~~a portion of the ~~close~~Loan Parties that results in net proceeds that are sufficient to pay all obligations of ~~business~~the Term A Lenders or that is otherwise acceptable to the Consenting Term A Lenders and the independent director. The Company engaged an investment bank on ~~April~~February 122, 2016, in satisfaction of this requirement. · The Loan Parties must provide the collateral agent and the Consenting Term A Lenders with an updated perfection certificate on or before February 29, 2016. The Company ~~shall~~delivered ~~wire~~a ~~$75~~perfection certificate on February 29,~~000~~ to2016. ~~counsel~~· The Company must issue warrants to the Consenting Term A Lenders, asfor athe ~~retainer~~purchase ~~pursuant~~of up to an aggregate of 2.5% of the ~~terms~~common shares of the ~~Engagement~~Company ~~Letter~~on ~~dated~~a asfully diluted basis. See below for further discussion of ~~January~~this ~~27,~~requirement. ~~2016~~· ~~between~~The ~~counsel~~Loan Parties must pay an amendment fee to each Consenting Term A Lender equal to 0.25% of the aggregate principal amount of such Consenting Term A ~~Lenders,~~Lender’s outstanding loans (both Term A Loans and Term B Loans). The Loan Parties paid the amendment fee in satisfaction of this requirement. · The Company and Loan Parties must pay the reasonable fees and expenses of counsel and other costs and expenses requested by the Consenting Term A Lenders and up to $15,000 in costs and expenses to the Term B Lenders. AsThe ~~previously~~Loan ~~reported~~Parties byinitially paid a $150,000 retainer to the ~~Company~~counsel of the Consenting Term A Lenders, as required, and have subsequently paid fees and expenses for both the Consenting Term A Lenders and Term B Lenders in accordance with the terms of the Forbearance Agreement. · The Loan Parties must enter into a ~~current~~non-binding ~~report~~term sheet, on ~~Form~~terms ~~8-K~~and ~~filed~~conditions ~~with~~that are acceptable to the ~~SEC~~Consenting onTerm ~~February~~A 26Lenders, ~~2016~~with respect to a Step Two Restructuring Transaction by March 15, ~~the~~2016. ~~Company~~A ~~was~~Step ~~required~~Two toRestructuring ~~agree~~Transaction tois ~~pay~~generally ~~the~~defined ~~reasonable~~in ~~fees~~the forbearance and ~~expenses~~ninth amendment agreement as an out-of-court ~~counsel~~restructuring on terms and conditions acceptable to the Consenting Term A Lenders ~~under~~or a pre-arranged Chapter 11 bankruptcy on terms and conditions acceptable to the ~~Ninth~~Consenting ~~Amendment~~Term A Lenders. 3On May 31, 2016, the Company delivered a proposal to the Consenting Term A Lenders outlining a Step Two Restructuring Transaction for their review and consideration. NoSee below for further ~~extension~~discussion ~~shall~~of bethis ~~provided~~requirement. ~~unless~~· ~~the~~The Company ~~shall~~is ~~have~~required ~~entered~~to ~~into~~consummate before April 15, 2016 a Step One Restructuring Transaction, which consists of either an ~~engagement~~initial ~~letter~~public ~~with~~offering where the allocation of proceeds is approved by the Consenting Term A Lenders and the independent director, a ~~Chief~~Qualified Refinancing, or a Qualified Private Sale, as described above. If a Step One Restructuring ~~Officer~~Transaction has not been consummated on or before April 1115, 2016, ~~which~~the ~~engagement~~Company ~~letter~~and ~~shall~~the beholders of at least two-thirds of the aggregate principal amount of the Company’s outstanding subordinated seller notes must enter into a restructuring support agreement in form and substance acceptable to the Consenting Term A Lenders in order to implement the Step Two Restructuring Transaction. The Company continues to use its commercially reasonable efforts to seek to accomplish a Step One Restructuring Transaction and the Lenders have granted the Company a rolling extension to the April 15, 2016 deadline. · Starting on February 15, 2016, the Loan Parties must pay interest at the default rate under the financing agreement (generally equal to the applicable rate plus 2.00%). This default interest must be paid in cash to the Term A Lenders, and accrued and added to the principal balance for Term B Loans. The Loan Parties complied with this requirement through May 31, 2016, at which time the cash payment of the Term A interest was suspended. See below for further discussion of this requirement.

~~Counsel~~F-11 toTable ~~the~~of Consenting Term A Lenders also confirmed by email correspondence that its clients will not require the Company to make further administrative agent fee payments to Cortland Capital Market Services LLC until a further agreement has been reached as to its fee.Contents

On· ~~June~~Upon 1,request ~~2016~~by the Consenting Term A Lenders, ~~counsel~~the existing engagement letter between the Loan Parties and the consulting firm engaged to provide a chief restructuring officer must be amended to include additional services and responsibilities requested by the Consenting Term A ~~Lenders~~Loans ~~confirmed~~which byare ~~email~~consistent ~~correspondence~~with onthe ~~behalf~~fiduciary duties of the Company and the Loan Parties. There have been two additional amendments to the engagement letter that were requested by the Consenting Term A Lenders, ~~that~~and accommodated by the Company. Upon an additional request by the Consenting Term A Lenders, ~~agreed~~the ~~not~~Company intends to ~~enforce~~continue ~~their~~to ~~rights~~comply towith ~~require~~this ~~the~~requirement. ~~Company~~· The Loan Parties must provide cash forecasts starting February 29, 2016 and every twenty days after the last day of each calendar month for the upcoming 13-week period. Starting March 16, 2016, the Loan Parties tomust ~~perform~~also provide a bi-weekly report stating their ~~obligations~~actual ~~under~~cash receipts and disbursements for the ~~Ninth~~immediately ~~Amendment~~preceding week and ~~the~~a ~~Financing~~reconciliation ~~Agreement~~between ~~generally~~actual orand projected cash receipts and disbursements and explanation for causes for variations. The Company has complied with this requirement and does not expect any compliance issues with respect to ~~meet~~the same in the ~~deadlines~~future. ~~specified~~· ~~therein,~~The ~~including~~Loan ~~without~~Parties ~~limitation,~~are prohibited from making any cash payments for accrued and unpaid interest on or principal of the ~~obligations~~outstanding subordinated seller notes. The Company intends to comply with this requirement and ~~deadlines~~does ~~itemized~~not ~~below,~~expect ~~until~~any 24compliance ~~hours~~issues ~~following~~with respect to the ~~date~~same. ~~that~~· ~~the~~Unless ~~Consenting~~a Step One Restructuring Transaction or a Step Two Restructuring Transaction has occurred or the Term A ~~Lenders~~Loans ~~notify~~and the ~~Company~~Term B Loans have been paid in ~~writing~~full ~~that~~in ~~they~~cash ~~revoke~~or ~~such~~otherwise ~~waiver~~restructured (in a manner acceptable to the ~~"Revocation~~Consenting ~~Notice").~~Term ~~This~~A ~~agreement~~Lenders ~~was~~prior ~~subject~~to the first to occur of a Termination Event or the ~~payment~~outside bydate of July 31, 2016, the Company tomust ~~counsel~~deliver the membership interests of Christals Acquisition to the ~~Consenting~~collateral agent of for further distribution to the Term A Lenders ofand Term B Lenders in a ~~$100,000~~manner ~~retainer~~consistent ~~which~~with ~~will~~the befinancing ~~applied~~agreement. A Termination Event is generally defined in the ~~ordinary~~forbearance ~~course~~and toninth ~~pay~~amendment ~~for~~agreement ~~legal~~as ~~services~~a ~~rendered~~default ~~and~~or event of default other than the Specified Defaults, a failure to becomply ~~rendered~~with bythe ~~such~~other ~~firm~~requirements onof ~~behalf~~the forbearance and ninth amendment agreement, the pursuit of an alternative transaction that is inconsistent with the forbearance and ninth amendment agreement as determined by the Consenting Term A Lenders, the breach of any representation or warranty in ~~connection~~the ~~with~~forbearance and ninth amendment agreement and certain other breaches or defaults specified in the ~~restructuring~~forbearance ~~efforts~~and ninth amendment agreement. The Company ~~paid~~continues to pursue all options to find an acceptable resolution, including the ~~$100~~pursuit of a Step One Restructuring Transaction,~~000~~ ~~retainer~~and is awaiting a response from the Consenting Term A Lenders on ~~June~~the 1Step Two Restructuring Proposal that was submitted by the Company on May 31, 2016. See below for further discussion of this requirement.

13On ~~Table~~March 14, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of ~~Contents~~the Consenting Term A Lenders that the Consenting Term A Lenders agreed to a ten-day extension of the deadline to grant the Warrants and enter into a Step Two Restructuring Term Sheet (as defined in the forbearance and ninth amendment agreement) until March 24, 2016. This extension was conditioned on the agreement by the Company and the Loan Parties of the following conditions, which conditions were accepted by the Company and the other Loan Parties:

· The ~~obligations~~Company ~~under~~and its subsidiaries will not amend the ~~Ninth~~compensation ~~Amendment~~arrangements ~~that~~of their key employees, executives, officers and directors without the prior written consent of the Consenting Term A Lenders. ~~agreed~~· ~~not~~Upon receipt of Indication of Interest letters or other communications from third parties with respect to ~~enforce~~a ~~until~~potential 24Step ~~hours~~One ~~following~~Restructuring ~~receipt~~Transaction, all such communications will be promptly provided to the Consenting Term A Lenders and their counsel. · In addition to the requirement in Section 3(e) of the ~~Revocation~~forbearance ~~Notice~~and byninth amendment agreement for periodic updates, the Consenting Term A Lenders may from time to time contact executives, officers and directors of the Company ~~include~~and its subsidiaries to discuss the ~~following:~~business of the Company and its subsidiaries and their ongoing restructuring efforts.

·On ~~The~~March ~~requirement to enter into a Restructuring Support Agreement by May 1~~24, 2016;, ·counsel ~~The requirement~~ to ~~close~~the anConsenting ~~Acceptable~~Term ~~Out~~A ofLenders ~~Court~~confirmed ~~Restructuring~~ by ~~May~~email ~~31,~~correspondence ~~2016;~~on ·behalf ~~The~~of ~~requirement~~the toConsenting ~~make~~Term anA ~~interest~~Lenders ~~payment~~that bythe ~~June~~Consenting 1,Term ~~2016~~A ~~and~~Lenders agreed to ~~make~~further ~~other~~extend ~~interest payments in~~ the ~~future~~deadline ~~until~~to angrant ~~out of court restructuring is reached or~~ the ~~Company~~warrants ~~receives the Revocation Notice;~~ and ·enter ~~The~~into ~~requirement~~the toStep ~~have~~Two anRestructuring ~~Acceptable~~Term ~~Pre-Arranged~~Sheet ~~Chapter~~until 11March ~~Bankruptcy Closing Date by June 15~~30, 2016.

OnF-12 ~~July~~Table ~~25, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf~~ of the Consenting Term A Lenders that the requirement to complete a the Stock Turnover Transaction is also covered by the waiver obtained by the Company on June 1, 2016 so that the Company is not required to effectuate a Stock Turnover Transaction until 24 hours following the date that the Consenting Term A Lenders notify the Company in writing that they revoke such waiver (the "Revocation Notice").Contents

On March 31, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of the Consenting Term A Lenders that the Consenting Term A Lenders agreed to further extend the deadline to grant the warrants and enter into the Step Two Restructuring Term Sheet until April 11, 2016. After April 11, 2016, this extension will automatically renew unless the Company receives 24 hours’ notice from the Consenting Term A Lenders of the termination of the extension. In connection with this additional waiver, the Company agreed to the following conditions:

	·	On or before the close of business on April 1, 2016, the Company shall make an interest payment to the Term A Lenders in the amount of $325,500. The Company has complied with this requirement.

	·	On or before the close of business on April 1, 2016, the Company shall wire $75,000 to counsel to the Consenting Term A Lenders, as a retainer pursuant to the terms of the Engagement Letter dated as of January 27, 2016 between counsel to the Consenting Term A Lenders, the Company and the Consenting Term A Lenders. The Company wired these fees on April 1, 2016. As previously reported by the Company in a current report on Form 8-K filed with the SEC on February 26, 2016, the Company was required to agree to pay the reasonable fees and expenses of counsel to the Consenting Term A Lenders under the forbearance and ninth amendment agreement.

	·	No further extension shall be provided unless the Company shall have entered into an engagement letter with a Chief Restructuring Officer on or before April 11, 2016, which engagement letter shall be in form and substance acceptable to the Consenting Term A Lenders. The Company complied with this requirement on April 21, 2016.

	·	Counsel to the Consenting Term A Lenders also confirmed by email correspondence that its clients will not require the Company to make further administrative agent fee payments to Cortland Capital Market Services LLC until a further agreement has been reached as to its fee.

On June 1, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of the Consenting Term A Lenders that the Consenting Term A Lenders agreed not to enforce their rights to require the Company and the Loan Parties to perform their obligations under the forbearance and ninth amendment agreement and the financing agreement generally or to meet the deadlines specified therein, including without limitation, the obligations and deadlines itemized below, until 24 hours following the date that the Consenting Term A Lenders notify the Company in writing that they revoke such waiver (the “Revocation Notice”). This agreement was subject to the payment by the Company to counsel to the Consenting Term A Lenders of a $100,000 retainer which will be applied in the ordinary course to pay for legal services rendered and to be rendered by such firm on behalf of the Consenting Term A Lenders in connection with the restructuring efforts. The Company paid the $100,000 retainer on June 1, 2016.

The obligations under the forbearance and ninth amendment agreement that the Consenting Term A Lenders agreed not to enforce until 24 hours following receipt of the Revocation Notice by the Company include the following:

	·	The requirement to enter into a Restructuring Support Agreement (as defined in the forbearance and ninth amendment agreement) by May 1, 2016;

	·	The requirement to close an Acceptable Out of Court Restructuring (as defined in the forbearance and ninth amendment agreement) by May 31, 2016;

	·	The requirement to make an interest payment by June 1, 2016 and to make other interest payments in the future until an out of court restructuring is reached or the Company receives the Revocation Notice; and

	·	The requirement to have an Acceptable Pre-Arranged Chapter 11 Bankruptcy (as defined in the forbearance and ninth amendment agreement) closing date by June 15, 2016.

On July 25, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of the Consenting Term A Lenders that the requirement to complete a the Stock Turnover Transaction is also covered by the waiver obtained by the Company on June 1, 2016 so that the Company is not required to effectuate a Stock Turnover Transaction until 24 hours following the date that the Consenting Term A Lenders notify the Company in writing that they revoke such waiver.

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Table of Contents

None of the Consenting Term A Lenders waived any of its rights and remedies under the forbearance and ninth amendment agreement or the financing agreement generally. Instead, the Consenting Term A Lenders agreed to not enforce such rights until 24 hours following receipt by the Company of a Revocation Notice.

On September 30, 2016, the lenders agreed to waive compliance by the Loan Parties to use their best efforts to maintain with a responsible insurance company “key man” life insurance with respect to Lisa Berman (as successor officer to Barry Soosman) and the borrowers to pay to the Term A Agent (as defined in the financing agreement) for its own account, quarterly in arrears on the last day of each calendar quarter and on the date the obligations are paid in full, an administrative fee in the amount of $15,000 (or a pro rata portion in the case of the final payment of such fee).

There can be no assurance that we will be able to obtain additional waivers, or that we will continue to be in compliance with the terms and conditions of the agreements with our secured and other lenders. If we fail to obtain waivers or default on our secured debt, then our lenders may be able to accelerate such debt or take other action against us, which would have material adverse consequences on our financial condition and our ability to continue to operate.

NOTE 4 – FAIR VALUE MEASUREMENTS

The carrying value of cash and equivalents, deposit held in escrow and accounts payable approximates their estimated fair values due to the short maturities of these instruments.

14 Table of Contents

Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:

· Level 1 – observable inputs such as quoted prices for identical instruments in active markets. · Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data. · Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

· Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

· Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company maintains leases with numerous landlords for 47 retail stores, the corporate offices, distribution center and one closed store location. Store leases generally start with five year terms, and frequently contain renewal options for one or two additional five year terms.

Minimum lease payments under operating leases are as follows:

Year	Amount
2016	$	4,~~292~~361,~~117~~682
2017		3,~~749~~941,~~560~~061
2018		2,~~800~~992,~~230~~068
2019		12,~~915~~108,~~420~~697
2020		1,~~317~~510,~~681~~957
Thereafter		1,~~794~~939,~~880~~837
Total	$	1516,~~869~~854,~~888~~302

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Table of Contents

NOTE 6 – SUBSEQUENT EVENTS

We evaluated all events or transactions that occurred after December 31, 2015 through ~~August 9~~November 14, 2016, the date we issued these statements. During this period, except as described below, we did not have any ~~other~~ material subsequent events that impacted our financial statements, which are not already disclosed herein.

15On ~~Table~~November 11, 2016, we entered into an investment banking engagement agreement, which we refer to as the engagement letter, with SSG Advisors, LLC and its affiliated broker-dealer SSG Capital Advisors, LLC, or SSG, and Lake Street Capital Markets, or Lake Street, who along with SSG, we refer to as the advisors. Pursuant to the engagement agreement, we engaged the advisors for advice and investment banking services on an exclusive basis in connection with the sale of ~~Contents~~our business or some part(s) of our business, which we refer to as a sale, and/or a restructuring of our balance sheet with existing stakeholders and lenders, which we refer to as a restructuring. In addition, upon our request the advisors will also provide certain financial advisory services as well as valuation services. We agreed to give the advisors exclusive authority to initiate and conduct discussions and assist and advise us regarding prospective purchasers. We also agreed to identify to the advisors all prospective purchasers and investors who had been in contact prior to the date of the engagement agreement, and all prospective purchasers who come in contact with us during the term of the engagement agreement. We may reject any proposed sale or restructuring regardless of the proposed terms.

~~ITEM~~The 2engagement agreement requires us to pay to the advisors the following fees. ~~MANAGEMENT'S~~A ~~DISCUSSION~~fee ~~AND~~of ~~ANALYSIS~~$25,000, OFor ~~FINANCIAL~~the ~~CONDITION~~initial ~~AND~~fee, ~~RESULTS~~which OFwas ~~OPERATIONS~~due and payable to SSG upon the execution of the engagement agreement, and monthly fees of $25,000, or the monthly fees, which are due and payable each month beginning November 2016 and continuing during the term of the engagement agreement. The advisors will seek to identify an interested purchaser of our company and the fee payable to the advisors for the sale will be dependent upon whether there any other interested purchasers that make a bid higher than the initial purchaser’s bid, which we refer to as an overbid. The fees payable upon a sale range from $300,000 to $480,000 plus 5.0% of any overbid with credits for the initial fee and monthly fees. In the case of a restructuring with our lenders instead of a sale, SSG would be entitled to a fee equal to $300,000. We will not be required to pay both a sale fee and a restructuring fee. The initial fee and the monthly fees would also be credited against the restructuring fee. Finally, if we request financial advisory services, we would be required to pay an additional fee of $250,000 and if we request a valuation, we would be required to pay an additional fee of $50,000. In addition to the above fees, the advisors will be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in connection with the subject matter of the engagement agreement.

~~Special~~The ~~Note~~engagement ~~Regarding~~agreement ~~Forward~~term ~~Looking~~will ~~Statements~~be six months and then may be terminated by either party upon 30 days’ written notice to the other, except that either party may terminate the engagement agreement immediately upon the closing of a sale or restructuring. If a sale or restructuring occurs within twelve months of the termination of the engagement agreement with a party with whom the Advisors had contact during the term of the engagement agreement, then we would remain obligated to pay a sale fee as calculated above.

InAlso ~~addition~~on toNovember ~~historical~~11, ~~information~~2016, ~~this~~we ~~report~~entered ~~contains~~into ~~forward-looking~~an ~~statements~~engagement ~~within~~agreement, ~~the~~which ~~meaning~~we ofrefer ~~Section~~to ~~27A of the Securities Act of 1933,~~ as ~~amended, and Section 21E of~~ the ~~Securities~~Traverse ~~Exchange~~engagement ~~Act of 1934~~agreement, aswith ~~amended.~~Traverse ~~We use words such as "believe~~LLC," ~~"expect,"~~or ~~"anticipate~~Traverse," ~~"project,"~~for ~~"target,"~~certain ~~"plan,"~~restructuring ~~"optimistic,"~~consulting ~~"intend,"~~services. ~~"aim,"~~These "services will" orinclude ~~similar~~Traverse ~~expressions~~making ~~which~~available ~~are intended~~ to ~~identify~~the ~~forward-looking~~Company ~~statements.~~a ~~Such~~Chief ~~statements~~Restructuring ~~include~~Officer, ~~among~~or ~~others~~CRO, ~~those concerning market~~ and ~~industry~~other ~~segment~~employees ~~growth and demand and acceptance~~ of ~~new~~Traverse, ~~and~~who ~~existing~~we ~~products;~~refer ~~any~~to ~~projections~~as ofthe ~~sales,~~additional ~~earnings~~personnel, ~~revenue,~~as ~~margins~~required orto ~~other~~assist ~~financial~~the ~~items;~~CRO ~~any~~in ~~statements~~providing ofthese ~~the~~services. ~~plans,~~The ~~strategies~~CRO and ~~objectives~~the ofadditional ~~management~~personnel ~~for~~will ~~future~~report ~~operations;~~to ~~any~~and ~~statements~~take ~~regarding~~direction ~~future~~from ~~economic~~the ~~conditions~~Company’s orboard ~~performance;~~of ~~any~~directors ~~statements~~to ~~about~~provide ~~potential~~comprehensive ~~financing~~support ~~transactions,~~to ~~debt~~the ~~restructurings,~~Company ~~or transactions~~ with ~~strategic~~respect ~~partners,~~to asits ~~well~~pursuit asof ~~all~~restructuring ~~assumptions, expectations, predictions, intentions or beliefs about future events~~alternatives. ~~You~~The ~~are~~Company ~~cautioned~~will ~~that~~pay ~~any~~a ~~such~~fixed ~~forward-looking~~monthly ~~statements~~fee ~~are not guarantees~~ of ~~future~~$50,000 ~~performance~~ and ~~involve~~a ~~risks~~security ~~and~~retainer ~~uncertainties,~~advance ~~including~~of ~~those~~$25,000. ~~identified~~The inTraverse ~~Item~~engagement 1Aagreement ~~"Risk~~will ~~Factors"~~have ~~included~~a interm ~~Exhibit~~of ~~99.1~~six tomonths ~~our~~but ~~Annual~~may ~~Report~~be onterminated ~~Form~~by ~~10-K~~either ~~filed~~party ~~April~~upon ~~14,~~thirty ~~2016,~~days’ asprior ~~well~~written asnotice ~~assumptions, which, if they were~~ to ~~ever materialize or prove incorrect, could cause~~ the ~~results of our company to differ materially from those expressed or implied by such forward-looking statements~~other.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forwardF-~~looking~~15 ~~statements~~Table ~~made in this report speak only as~~ of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.Contents

~~Use~~ITEM of2. ~~Terms~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Except~~Special asNote ~~otherwise~~Regarding ~~indicated~~Forward byLooking ~~the context and for the purposes of this report only, references in this report to:~~Statements

·In ~~"we~~addition to historical information," ~~"us~~this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933," ~~"our~~as amended," ~~"our~~and ~~company~~Section 21E of the Securities Exchange Act of 1934," as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or ~~the~~similar ~~"Company"~~expressions which are intended to ~~the~~identify ~~combined~~forward-looking ~~business~~statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of ~~Peekay~~new ~~Boutiques~~and existing products; any projections of sales, ~~Inc.~~earnings, ~~(formerly~~revenue, ~~Dico~~margins or other financial items; any statements of the plans, ~~Inc.)~~strategies and ~~its~~objectives ~~consolidated~~of ~~subsidiaries~~management for future operations; any statements regarding future economic conditions or performance; any statements about potential financing transactions, ~~Christals~~debt ~~Acquisition~~restructurings, ~~Peekay~~or ~~Acquisition~~transactions with strategic partners, ~~Peekay~~as ~~SPA~~well as all assumptions, ~~Peekay~~expectations, ~~Conrev~~predictions, ~~Condom~~intentions ~~Revolution,~~or ~~Charter~~beliefs ~~Smith~~about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in Item 1A “Risk Factors” included in Exhibit 99.1 to our Annual Report on Form 10-K filed April 14, 2016, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the ~~Christals~~results ~~Stores;~~of our company to differ materially from those expressed or implied by such forward-looking statements.

·Readers ~~"Christals Acquisition"~~ are urged to ~~Christals~~carefully ~~Acquisition,~~review ~~LLC, a Delaware limited liability company~~ and aconsider ~~wholly-owned~~the ~~subsidiary~~various ofdisclosures ~~Peekay~~made ~~Boutiques,~~by ~~Inc.~~us ·in ~~"Peekay~~this ~~Acquisition"~~report ~~are~~and toour ~~Peekay~~other ~~Acquisition,~~filings ~~LLC,~~with athe ~~Delaware~~SEC. ~~limited~~These ~~liability~~reports ~~company~~attempt ~~and~~to ~~wholly-owned~~advise ~~subsidiary~~interested parties of ~~Christals~~the ~~Acquisition;~~risks ·and ~~"Peekay~~factors ~~SPA"~~that ~~are~~may toaffect ~~Peekay~~our ~~SPA~~business, ~~LLC,~~financial acondition ~~Delaware limited liability company~~ and ~~the~~results ~~wholly-owned subsidiary~~ of ~~Peekay~~operations ~~Acquisition;~~and ~~· "Peekay" are to Peekay, Inc~~prospects., aThe ~~Washington corporation and wholly~~forward-~~owned~~looking ~~subsidiary~~statements ofmade ~~Peekay~~in ~~SPA;~~this ·report ~~"Conrev"~~speak ~~are~~only toas ~~Conrev,~~of ~~Inc.,~~the adate ~~Washington~~hereof ~~corporation~~ and ~~wholly-owned~~we ~~subsidiary~~disclaim ofany ~~Peekay;~~obligation, ·except ~~"Condom~~as ~~Revolution"~~required ~~are~~by law, to ~~Condom~~provide ~~Revolution~~updates, ~~Inc.,~~revisions aor ~~California~~amendments ~~corporation~~to ~~and~~any ~~wholly~~forward-~~owned~~looking ~~subsidiary~~statements ~~of Conrev; · "Charter Smith" are~~ to ~~Charter~~reflect ~~Smith~~changes ~~Sanhueza~~in ~~Retail,~~our ~~Inc.,~~expectations aor ~~California~~future ~~corporation and wholly-owned subsidiary of Conrev;~~events.

16Use ~~Table~~ of ~~Contents~~Terms

·Except ~~"Christals~~as ~~Stores"~~otherwise ~~are~~indicated toby the ~~following~~context entities which each operate one store: ZJ Gifts F-2, L.L.C, ZJ Gifts F-3, L.L.C, ZJ Gifts F-4, L.L.C, ZJ Gifts F-5, L.L.C, ZJ Gifts F-6, L.L.C, ZJ Gifts I-1, L.L.C, ZJ Gifts M-1, L.L.C, ZJ Gifts M-2, L.L.C, and ZJfor ~~Gifts M-3, L.L.C. · "SEC" are to~~ the ~~Securities~~purposes ~~and Exchange Commission; · "Exchange Act" are to the Securities Exchange Act~~ of ~~1934,~~this asreport ~~amended; · "Securities Act" re to the Securities Act of 1933~~only, asreferences ~~amended;~~in ·this ~~"U.S.~~report ~~dollars," "dollars" and "$" are~~ to ~~the legal currency of the United States.~~:

~~Overview~~ ·“we,” “us,” “our,” “our company,” or the “Company” are to the combined business of Peekay Boutiques, Inc. (formerly Dico, Inc.) and its consolidated subsidiaries, Christals Acquisition, Peekay Acquisition, Peekay SPA, Peekay, Conrev, Condom Revolution, Charter Smith and the Christals Stores; ·“Christals Acquisition” are to Christals Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Peekay Boutiques, Inc. ·“Peekay Acquisition” are to Peekay Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of Christals Acquisition; ·“Peekay SPA” are to Peekay SPA, LLC, a Delaware limited liability company and the wholly-owned subsidiary of Peekay Acquisition; ·“Peekay” are to Peekay, Inc., a Washington corporation and wholly-owned subsidiary of Peekay SPA; ·“Conrev” are to Conrev, Inc., a Washington corporation and wholly-owned subsidiary of Peekay;

~~Based~~4 onTable ~~our management's belief and experience in the industry, we believe we are a leading retailer~~ of lingerie, sexual health and wellness products. Our company was founded in 1981 in Auburn, WA by a mother and daughter team with a focus on creating a comfortable and inviting store environment catering to women and couples. We are dedicated to creating both a place and attitude of acceptance and education for our customers. Today, our company is a leader in changing the perception of sexual health and wellness throughout the United States with 47 locations across six states.Contents

~~Our~~· ~~stores~~“Condom ~~offer~~Revolution” are to Condom Revolution, Inc., a ~~broad~~California ~~selection~~corporation and wholly-owned subsidiary of ~~lingerie~~Conrev; · “Charter Smith” are to Charter Smith Sanhueza Retail, ~~sexual~~Inc., ~~health~~a California corporation and ~~wellness~~wholly-owned ~~products~~subsidiary ~~and~~of ~~accessories~~Conrev; · “Christals Stores” are to the following entities which each operate one store: ZJ Gifts F-2, L.L.C, WeZJ ~~offer~~Gifts ~~over~~F-3, L.L.C, ZJ Gifts F-4, L.L.C, ZJ Gifts F-5,~~000~~ ~~stock~~L.L.C, ~~keeping~~ZJ ~~units~~Gifts F-6, L.L.C, WeZJ ~~strive~~Gifts toI-1, ~~create~~L.L.C, aZJ ~~visually~~Gifts ~~inspiring~~M-1, ~~environment~~L.L.C, atZJ ~~our~~Gifts ~~stores~~M-2, L.L.C, and ~~employ~~ZJ ~~highly~~Gifts ~~trained~~M-3, ~~knowledgeable~~L.L.C. ~~sales~~· ~~staff~~“SEC” are to the Securities and Exchange Commission; · “Exchange Act” are to the Securities Exchange Act of 1934, ~~which~~as ~~ensures~~amended; ~~that~~· ~~our~~“Securities ~~customers~~Act” ~~leave~~re ~~our~~to ~~stores~~the ~~enlightened~~Securities byAct ~~new~~of ~~information~~1933, ~~great~~as ~~ideas~~amended; · “U.S. dollars,” “dollars” and ~~fun~~“$” ~~products.~~are to the legal currency of the United States.

~~Our~~Overview ~~mission is to provide a warm and welcoming retail environment for individuals and couples to explore sexual wellness.~~

~~Principal~~Based ~~Factors~~on ~~Affecting~~our management’s belief and experience in the industry, we believe we are a leading retailer of lingerie, sexual health and wellness products. Our company was founded in 1981 in Auburn, WA by a mother and daughter team with a focus on creating a comfortable and inviting store environment catering to women and couples. We are dedicated to creating both a place and attitude of acceptance and education for our ~~Financial~~customers. ~~Performance~~Today, our company is a leader in changing the perception of sexual health and wellness throughout the United States with 47 locations across six states.

17Our ~~Table~~stores offer a broad selection of ~~Contents~~lingerie, sexual health and wellness products and accessories. We offer over 5,000 stock keeping units. We strive to create a visually inspiring environment at our stores and employ highly trained, knowledgeable sales staff, which ensures that our customers leave our stores enlightened by new information, great ideas and fun products.

Our ~~operating~~mission ~~results~~is ~~are~~to ~~primarily~~provide ~~affected~~a bywarm ~~the~~and ~~following~~welcoming ~~factors:~~retail environment for individuals and couples to explore sexual wellness.

·Principal ~~Our~~Factors ~~ability~~Affecting ~~to continue to operate under a forbearance agreement with~~ our ~~senior~~Financial secured lenders and ultimately restructure or refinance our senior secured indebtedness; · Current economic conditions and their impact on customer spending levels; · Our current leverage ratio and minimum liquidity and our ability to continue to obtain waivers from our lenders as needed or to refinance our existing indebtedness. · Competition; · Effectiveness of our customer acquisition and retention marketing programs; · The sourcing and introduction of new products and brands; · Maintenance and/or enhancement of our current vendor relationships and product margins; · Our ability to respond on a timely basis to changes in consumer preferences and/or the marketplace; · The location, timing and number of new stores; and · Our ability to increase traffic, conversion and the average ticket value in our existing stores.Performance

Our ~~business~~operating isresults ~~also~~are ~~materially~~primarily ~~impacted~~affected by certain covenants contained in our senior financing agreements and our inability to repay our indebtedness under such agreements, which has already come due. We have sought and obtained several waivers of the ~~leverage~~following ratio and/or minimum liquidity covenants. We are currently in default under our financing agreement with our senior lenders and have entered into a forbearance agreement with our senior lenders. If we are unable to satisfy the demands of our senior lenders for the repayment of all amounts owed to them, raise capital to repay our indebtedness to our senior lenders or enter into a strategic transaction and related restructuring, we could be forced to file for bankruptcy protection. Our continued need to obtain waivers and forbearance from our lenders as needed, or to refinance our existing indebtedness, could have a material impact on our financial condition and operations.factors:

~~Going~~· ~~Concern~~Our ability to continue to operate under a forbearance agreement with our senior secured lenders and ultimately restructure or refinance our senior secured indebtedness; · Current economic conditions and their impact on customer spending levels; · Our current leverage ratio and minimum liquidity and our ability to continue to obtain waivers or forbearance from our lenders as needed or to refinance our existing indebtedness. · Competition; · Effectiveness of our customer acquisition and retention marketing programs;

~~Our~~5 ~~auditor~~Table has raised substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During 2014 and 2015, we incurred net losses of $4.2 million and $46.7 million (including a $40.6 million goodwill impairment charge), respectively. Our net losses are largely a result of interest expense on the approximately $51 million of debt, which exceeds the operating profits generated through the operations of our business. Approximately $38.2 million in senior secured debt matured on February 15, 2016, and we do not have the resources necessary to pay this debt and we have been unable to find replacement financing. We are currently operating under a forbearance and ninth amendment agreement providing for certain forbearance treatment with our lenders (see "– Liquidity and Capital Resources – Financing Agreement; Amendments and Waivers"), but we may be forced to file for bankruptcy and/or liquidate our assets if we are unable to meet the terms of the agreement. Our ability to continue our operations and execute our business plan is dependent on our ability to refinance this debt and/or to raise sufficient capital to pay this debt and other obligations as they come due (or are extended through a refinancing) and to provide sufficient capital to operate our business as contemplated. If we are unable to refinance our existing senior debt or raise equity capital we may have to cease operations and liquidate our assets and the holders of our equity may lose all or a significant portion of the value of their equity.Contents

18· ~~Table~~The sourcing and introduction of ~~Contents~~new products and brands; · Maintenance and/or enhancement of our current vendor relationships and product margins; · Our ability to respond on a timely basis to changes in consumer preferences and/or the marketplace; · The location, timing and number of new stores; and · Our ability to increase traffic, conversion and the average ticket value in our existing stores.

~~Emerging~~Our ~~Growth~~business ~~Company~~is also materially impacted by certain covenants contained in our senior financing agreements and our inability to repay our indebtedness under such agreements, which has already come due. We have sought and obtained several waivers of the leverage ratio and/or minimum liquidity covenants. We are currently in default under our financing agreement with our senior lenders and have entered into a forbearance agreement with our senior lenders. If we are unable to satisfy the demands of our senior lenders for the repayment of all amounts owed to them, raise capital to repay our indebtedness to our senior lenders or enter into a strategic transaction and related restructuring, we could be forced to file for bankruptcy protection. Our continued need to obtain waivers and forbearance from our lenders as needed, or to refinance our existing indebtedness, could have a material impact on our financial condition and operations.

WeGoing qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:Concern

·Our ~~have~~auditor anhas ~~auditor~~raised ~~report~~substantial ondoubt about our ~~internal~~ability ~~controls~~to ~~over~~continue as a going concern. Our financial ~~reporting~~statements ~~pursuant~~have tobeen ~~Section~~prepared ~~404(b)~~assuming that we will continue as a going concern, which contemplates the realization of assets and the ~~Sarbanes-Oxley~~liquidation ~~Act;~~of ·liabilities ~~comply~~in ~~with~~the ~~any~~normal ~~requirement~~course ~~that~~of ~~may~~business. beDuring ~~adopted~~2014 byand ~~the~~2015, ~~Public~~we ~~Company~~incurred ~~Accounting~~net ~~Oversight~~losses ~~Board~~of ~~regarding~~$4.2 ~~mandatory~~million ~~audit~~and ~~firm~~$46.7 ~~rotation~~million or(including a ~~supplement~~$40.6 tomillion goodwill impairment charge), respectively. Our net losses are largely a result of interest expense on the ~~auditor's~~approximately ~~report~~$51 ~~providing~~million ~~additional~~of ~~information~~debt, ~~about~~which exceeds the ~~audit~~operating ~~and~~profits generated through the ~~financial~~operations ~~statements~~of (iour business.e Approximately $38.2 million in senior secured debt matured on February 15, an2016, ~~auditor~~and ~~discussion~~we do not have the resources necessary to pay this debt and ~~analysis);~~we ·have ~~submit~~been unable to find replacement financing. We are currently operating under a forbearance and ninth amendment agreement providing for certain ~~executive~~forbearance ~~compensation~~treatment ~~matters~~with toour ~~shareholder~~lenders ~~advisory~~(see ~~votes~~“– Liquidity and Capital Resources – Financing Agreement; Amendments and Waivers”), ~~such~~but aswe ~~"say-~~may be forced to file for bankruptcy and/or liquidate our assets if we are unable to meet the terms of the agreement or otherwise find a restructuring arrangement that is satisfactory to all parties. Our ability to continue our operations and execute our business plan is dependent on- our ability to refinance this debt and/or to raise sufficient capital to pay" this debt and ~~"say-on-frequency;"~~other obligations as they come due (or are extended through a refinancing) and ·to ~~disclose~~provide ~~certain~~sufficient ~~executive~~capital ~~compensation~~to ~~related~~operate ~~items~~our ~~such~~business as ~~the~~contemplated. ~~correlation~~If ~~between~~we ~~executive~~are ~~compensation~~unable to refinance our existing senior debt or raise equity capital we may have to cease operations and ~~performance~~liquidate our assets and ~~comparisons~~the holders of ~~the~~our ~~CEO's~~equity ~~compensation~~may tolose ~~median~~all ~~employee~~or ~~compensation~~a significant portion of the value of their equity.

~~Results~~Emerging ofGrowth ~~Operations~~ Company

~~Comparison~~We ofqualify ~~Three~~as ~~Months~~an ~~Ended~~“emerging ~~June~~growth 30company” under the JOBS Act. As a result, ~~2016~~we are permitted to, and ~~2015~~intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

~~The~~· ~~following~~have ~~table~~an ~~sets~~auditor ~~forth~~report ~~key~~on ~~components~~our ofinternal ~~our~~controls ~~results~~over financial reporting pursuant to Section 404(b) of ~~operations~~the ~~for~~Sarbanes-Oxley Act; · comply with any requirement that may be adopted by the ~~three~~Public ~~months~~Company ~~ended~~Accounting ~~June~~Oversight 30Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., ~~2016~~an auditor discussion and ~~2015~~analysis); · submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and · disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.

	Three Months Ended June 30, 2016						Three Months Ended June 30, 2015
	Amount (in thousands)			Percentage of Revenue			Amount (in thousands)			Percentage of Revenue
Net revenue	$	9,221			100.0		$	9,498			100.0
Cost of goods sold		3,388			36.7			3,486			36.7
Gross profit		5,833			63.3			6,012			63.3
Selling, general & administrative expense		4,854			52.6			5,357			56.4
Depreciation and amortization		805			8.7			779			8.2
Operating income (loss)		174			1.9			(124	)		(1.3	)
Interest expense and other		2,175			23.6			1,663			17.5
Income tax expense		44			0.5			-			-
Net loss	$	(2,045	)		(22.2	)	$	(1,787	)		(18.8	)

Table of Contents

19Results ~~Table~~ of ~~Contents~~Operations

~~Net~~Comparison ~~revenue.~~of ~~For~~Three ~~the~~Months ~~three~~Ended ~~months~~September ~~ended June~~ 30, 2016, net revenue decreased $0.3 million, or 2.9%, to $9.2 million, as compared to the same period in 2015. Our same store sales decreased $0.2 million, or 2.2%, to $9.1 million, for the three months ended June 30, 2016 as compared to the same period in 2015. For the purpose of calculating our same store sales metrics, we compare the current period sales for stores open for 14 months or longer as of the last day of a month with the sales for these stores for the comparable period in the prior fiscal year. In July 2015, we ended the sale of pornographic DVDs in our retail stores, and ~~the same store revenue decline from~~ 2015 ~~results experienced in the second quarter was almost entirely the result of this change in assortment.~~

~~Gross~~The ~~profit.~~following ~~Gross~~table ~~profit~~sets ~~for~~forth ~~the~~key ~~three~~components ~~months ended June 30, 2016 was $5.8 million, a decrease~~ of ~~$0.2million,~~our orresults ~~3% over the same period in 2015. Gross profit, expressed as a percentage~~ of ~~net~~operations ~~revenue, was relatively consistent at 63.3%~~ for ~~both~~ the three months ended ~~June~~September 30, ~~2015~~2016 and ~~2016~~2015.

Selling, general and administrative expense. For the three months ended June 30, 2016, selling, general and administrative expenses totaled $5 million, a decrease of $0.5 million over the same period in 2015. The decrease in operating expenses resulted, in part, from a reduction of $0.2 million in marketing and advertising costs, from the second quarter of 2015 to comparable period in 2016, as the company tested theater advertisement during the Fifty Shades of Grey movie release and pre-release in 2015. The Company also reduced management and administrative fees for the three months ended June 30, 2016, as compared to the comparable 2015 period.

	Three Months Ended September 30, 2016						Three Months Ended September 30, 2015
	Amount (in thousands)			Percentage of Revenue			Amount (in thousands)			Percentage of Revenue
Net revenue	$	9,548			100.0		$	9,684			100.0
Cost of goods sold		3,493			36.6			3,457			35.7
Gross profit		6,055			63.4			6,227			64.3
Selling, general & administrative expense		4,895			51.3			5,458			56.3
Depreciation and amortization		677			7.1			1,353			14.0
Operating income (loss)		483			5.1			(584	)		(6.0	)
Interest expense and other		2,062			21.6			1,658			17.1
Income tax expense		45			0.5			24			0.3
Net loss	$	(1,624	)		(17.0	)	$	(2,266	)		(23.4	)

~~Depreciation~~Net ~~and amortization~~revenue. ~~Depreciation~~For ~~and amortization for~~ the three months ended ~~June~~September 30, 2016, ~~was~~net revenue decreased $0.81 million, ~~which~~or ~~was~~1.4%, ~~comparable~~to $9.5 million, as compared to the same period in 2015. ~~The~~Our ~~Company~~same ~~continues~~store tosales ~~incur~~decreased $0.61 million, or 0.9%, to $9.4 million for the three months ended September 30, 2016 as compared to the same period in ~~amortized~~2015. ~~loan~~For ~~costs~~the ~~associated~~purpose of calculating our same store sales metrics, we compare the current period sales for stores open for 14 months or longer as of the last day of a month with ~~its~~the ~~Financing~~sales ~~Agreement~~for ~~each~~these stores for the comparable period in the prior fiscal year. The decrease was primarily due to the discontinuation of DVD sales during the third quarter of 2015, during which our stores sold $0.1 million in DVDs before the ~~debt~~products ~~remains~~were ~~outstanding~~removed from the assortment.

~~Interest,~~Gross ~~other and tax expense~~profit. ~~Interest~~Gross ~~and~~profit ~~other expense~~ for the three months ended ~~June~~September 30, 2016 ~~and 2015~~ was $26.21 million, ana ~~increase~~decrease of $0.52 million, or 2.8%, over the ~~comparable~~same period in 2015. ~~period~~Gross profit, ~~primarily~~expressed ~~due~~as toa anpercentage ~~increase~~of innet ~~interest~~revenue, ~~expense~~was ~~associated~~63.4% ~~with~~for the ~~incursion~~three ofmonths ~~default~~ended ~~interest~~September on30, ~~the~~2016, ~~senior~~as ~~debt,~~compared ~~and~~to ~~non-operating~~64.3% ~~legal~~for ~~and~~the ~~restructuring~~same ~~costs~~period ~~incurred~~in 2015. NoSuch ~~material~~decrease ~~income~~was ~~tax~~primarily ~~expense~~the ~~was~~result ~~recognized~~of ~~for~~an ~~the~~increase ~~three~~in ~~months~~promotional ~~ended~~pricing ~~June~~on 30wellness products during the quarter, ~~2016~~which orlowered ~~2015~~the overall margin recognized.

~~Net~~Selling, ~~loss~~general and administrative expense. AsFor the three months ended September 30, 2016, selling, general and administrative expenses totaled $4.9 million, a ~~result~~decrease of $0.6 million over the ~~foregoing~~same period in 2015. The decrease in operating expenses resulted, in part, from a reduction of $0.2 million in marketing and advertising costs, from the ~~net~~third ~~loss~~quarter of 2015 to comparable period in 2016, as the company tested various advertising and marketing programs during the Fifty Shades of Grey movie and DVD release in 2015. The Company also reduced management and administrative fees for the three months ended ~~June~~September 30, 2016 ~~was~~by $0.2 million, as compared to ~~a loss $1.8 million for~~ the ~~same~~third ~~period~~quarter inof 2015.

~~Comparison~~7 Table of ~~Six Months Ended June 30, 2016 and 2015~~Contents

~~The~~Depreciation ~~following~~and ~~table~~amortization. ~~sets~~Depreciation ~~forth~~and ~~key~~amortization ~~components~~for ofthe ~~our~~three ~~results~~months ended September 30, 2016 was $0.7 million, a reduction of ~~operations~~50% ~~for~~from the ~~six~~$1.4 ~~months~~million ~~ended~~recorded ~~June~~in ~~30,~~the ~~2016~~third ~~and~~quarter of 2015. The Company continues to incur $0.6 million in amortized loan costs associated with its Financing Agreement each quarter the debt remains outstanding.

	Six Months Ended June 30, 2016						Six Months Ended June 30, 2015
	Amount (in thousands)			Percentage of Revenue			Amount (in thousands)			Percentage of Revenue
Net revenue	$	20,490			100.0		$	21,203			100.0
Cost of goods sold		7,350			35.9			7,595			35.8
Gross profit		13,140			64.1			13,608			64.2
Selling, general & administrative expense		10,289			50.2			10,993			51.9
Depreciation and amortization		1,723			8.4			1,546			7.3
Operating income		1,128			5.5			1,069			5.0
Interest expense and other		3,973			19.4			3,295			15.5
Income tax expense		89			.04			47			0.2
Net loss	$	(2,934	)		(14.3	)	$	(2,273	)		(10.7	)

Operating income (loss). For the three months ended September 30, 2016, the Company reported $0.5 million in operating income, an improvement of $1.1 million from the $0.6 million operating loss realized during the third quarter of 2015, primary as a result of lower operating and amortization expenses.

20Interest, ~~Table~~other and tax expense. Interest and other expense for the three months ended September 30, 2016 and 2015 was $2.1 million, an increase of ~~Contents~~$0.4 million over the comparable 2015 period, primarily due to an increase in interest expense associated with the incursion of default interest on the senior debt, and non-operating legal and restructuring costs incurred. No material income tax expense was recognized for the three months ended September 30, 2016 or 2015.

Net ~~revenue~~loss. ~~For~~As ~~the~~a ~~six~~result ~~months~~of ~~ended~~the ~~June 30~~foregoing, ~~2016,~~the net ~~revenue~~loss ~~decreased $0.7 million, or 3.4%, to $20.5 million, as compared to the same period in 2015. Our same store sales decreased $0.7 million, or 3.3%, to $20.1 million,~~ for the ~~six~~three months ended ~~June~~September 30, 2016 aswas compared to the same period in 2015. For the purpose of calculating our same store sales metrics, we compare the current period sales for stores open for 14 months or longer as of the last day of a month with the sales for these stores for the comparable period in the prior fiscal year. Sales of our private label products declined $01.56 million ~~for the six months ended June 30, 2016,~~ as compared to ~~the~~a ~~comparable~~loss ~~period in 2015, as we finish selling through the remaining products imported in 2013 and early 2014, while DVD sales were~~ $02.43 million ~~lower than 2015, as we discontinued distribution of DVDs in the third quarter of 2015. Total revenue, as adjusted~~ for ~~these assortment changes, would have increased by 0.8% over~~ the same period in 2015.

~~Gross~~Comparison ~~profit. Gross profit for the six months ended June 30, 2016 was $13.1million, a decrease~~ of ~~$0.5~~Nine ~~million,~~Months orEnded ~~3.4%~~September ~~over the same period in 2015. Gross profit, expressed as a percentage of net revenue, declined 10 basis points from 64.2% for the six months ended June~~ 30, ~~2015 to 64.1% for the six months ended June 30,~~ 2016, ~~due to changes in product assortment associated with our revised media strategy,~~ and ~~a reduction in the number of products in our private label program.~~ 2015

~~Selling,~~The ~~general~~following ~~and~~table ~~administrative~~sets ~~expense.~~forth ~~For~~key ~~the~~components ~~six~~of ~~months~~our ~~ended~~results ~~June 30, 2016, selling, general and administrative expenses totaled $10.3 million, a decrease~~ of ~~$0.7~~operations ~~million~~for ~~over~~ the ~~same~~nine ~~period in 2015. The decrease in operating expenses resulted from a reduction in marketing and advertising costs from the six~~ months ended ~~June~~September 30, ~~2015 to comparable period in~~ 2016, ~~as the company tested theater advertisement during the Fifty Shades of Grey movie release~~ and ~~pre-release in~~ 2015. ~~The company also reduced certain management and administrative fees and expenses during the first six months of 2016 that resulted in savings of approximately $0.5 million.~~

Depreciation and amortization. Depreciation and amortization for the six months ended June 30, 2016 was $1.7 million, $0.2 million higher than for the same period in 2015, primarily due to an increase in the amortization of fees associated with our senior credit facility, and increased depreciation associated with new store construction in 2014 and 2015.

	Nine Months Ended September 30, 2016						Nine Months Ended September 30, 2015
	Amount (in thousands)			Percentage of Revenue			Amount (in thousands)			Percentage of Revenue
Net revenue	$	30,038			100.0		$	30,887			100.0
Cost of goods sold		10,842			36.1			11,052			35.8
Gross profit		19,196			63.9			19,835			64.2
Selling, general & administrative expense		15,184			50.5			16,451			53.3
Depreciation and amortization		2,401			8.0			2,899			9.4
Operating income		1,611			5.4			485			1.5
Interest expense and other		6,035			20.1			4,953			16.0
Income tax expense		134			0.5			71			0.2
Net loss	$	(4,558	)		(15.2	)	$	(4,539	)		(14.7	)

~~Operating~~8 ~~income.~~Table ~~Despite a decrease in revenue~~ of ~~$0.7 million for the first six months of 2016, as compared to the comparable prior year period, operating income increased $0.1 million or 5.5% to $1.1 million for the six months ended June 30, 2016.~~Contents

~~Interest,~~Net ~~other~~revenue. ~~and~~For ~~tax~~the ~~expense.~~nine ~~Interest~~months ~~and~~ended ~~other~~September ~~expense~~30, ~~for~~2016, ~~the~~net ~~six~~revenue ~~months~~decreased ~~ended~~$0.8 ~~June~~million, or 2.8%, to $30 million, ~~2016~~as ~~and~~compared to the same period in 2015. ~~was~~Our same store sales decreased $40.8 million, anor ~~increase~~2.5%, ofto $029.75 million ~~over~~for the ~~comparable~~nine ~~2015~~months ~~period~~ended ~~due~~September ~~primarily~~30, 2016 as compared to the ~~incurrence~~same ofperiod ~~default~~in ~~interest~~2015. onFor the ~~senior~~purpose ~~notes~~of calculating our same store sales metrics, ~~and~~we ~~non-operating~~compare ~~legal~~the ~~and~~current ~~restructuring~~period ~~costs~~sales ~~incurred~~for ~~during~~stores open for 14 months or longer as of the ~~first~~last ~~half~~day of ~~2016~~a month with the sales for these stores for the comparable period in the prior fiscal year. NoSales ~~measurable~~of ~~income~~our ~~tax~~private ~~expense~~label ~~was~~products ~~recognized~~declined by $0.7 million for the ~~six~~nine months ended ~~June~~September 30, 2016, oras compared to the comparable period in 2015, as we finish selling through the remaining products imported in 2013 and early 2014, while DVD sales were $0.4 million lower than 2015, as we discontinued distribution of DVDs in the third quarter of 2015.

~~Net~~Gross ~~loss~~profit. AsGross profit for the nine months ended September 30, 2016 was $19.2 million, a ~~result~~decrease of ~~the~~$0.6 ~~foregoing~~million, or 3.2%, over the same period in 2015. Gross profit, expressed as a percentage of net ~~loss~~revenue, declined 30 basis points from 64.2% for the ~~six~~nine months ended ~~June~~September 30, ~~2016~~2015 ~~was~~to $263.9% ~~million~~for asthe ~~compared~~nine months ended September 30, 2016, due to achanges ~~loss~~in ~~$2.3~~product ~~million~~assortment ~~for~~associated with our revised media strategy, and a reduction in the ~~same~~number ~~period~~of products in ~~2015~~our private label program.

~~Liquidity~~Selling, general and ~~Capital~~administrative ~~Resources~~expense. For the nine months ended September 30, 2016, selling, general and administrative expenses totaled $15.2 million, a decrease of $1.3 million over the same period in 2015. The decrease in operating expenses resulted from a reduction of $0.4 million in marketing and advertising costs from the nine months ended September 30, 2015 to the comparable period in 2016, as the Company tested theater advertisement and other marketing programs during the Fifty Shades of Grey movie and DVD release in 2015. The Company also reduced certain management and administrative fees and expenses during the first nine months of 2016 that resulted in savings of approximately $0.5 million.

~~Cash~~Depreciation ~~Flow~~and amortization. Depreciation and amortization for the nine months ended September 30, 2016 was $2.4 million, $0.5 million lower than for the same period in 2015, primarily due to a decrease in the amortization of fees associated with our senior credit facility.

AsOperating ofincome. ~~June~~Despite ~~30,~~a ~~2016,~~decrease wein ~~had~~revenue ~~cash and cash equivalents~~ of $10.8 million. ~~The~~for ~~following~~the ~~table~~first ~~provides~~nine amonths ~~summary~~ of ~~our~~2016, ~~net~~as ~~cash~~compared ~~flows~~to ~~from~~the comparable prior year period, operating income increased $1.1million, ~~investing~~or 232%, ~~and~~to ~~financing~~$1.6 ~~activities~~million for the nine months ended September 30, 2016.

21Interest, ~~Table~~other and tax expense. Interest and other expense for the nine months ended September 30, 2016 and 2015 was $6 million, an increase of ~~Contents~~$1.1 million over the comparable 2015 period, due primarily to the incurrence of default interest on the senior notes and non-operating legal and restructuring costs incurred during the first half of 2016. No measurable income tax expense was recognized for the nine months ended September 30, 2016 or 2015.

~~Cash~~Net ~~Flow~~loss. As a result of the foregoing, the net loss for the nine months ended September 30, 2016 increased less than twenty thousand dollars to $4.6 million as compared to a loss $4.5 million for the same period in 2015.

	Six Months Ended June 30,
	2016		2015
Net cash provided by (used in) operating activities	$	106,733	$	174,329
Net cash used in investing activities		-		(110,316	)
Net cash provided by financing activities		-		(660,586	)
Net increase (decrease) in cash and cash equivalents		106,733		(596,573	)
Cash and cash equivalents at beginning of the period		899,205		1,126,887
Cash and cash equivalent at end of the period	$	1,005,938	$	530,314

Table of Contents

~~Operating~~Liquidity ~~activities. Operating activities consist of net income, adjusted for certain non-cash items, including depreciation~~ and ~~amortization,~~Capital ~~and~~Resources the effect of changes in working capital. Net cash provided by operating activities was $0.1 million in the six months ended June 30, 2016, as compared with $0.2 million net cash used in operating activities in the same period in 2015. The increase in net cash provided by operating activities was primarily due to the increase in accrued liabilities associated with the deferral of cash interest payments on the senior debt commencing June 1, 2016.

~~Investing~~Cash activities. Historically, we have used cash primarily to make acquisitions, and to remodel and build new stores. We used no cash for investing activities during the six months ended June 30, 2016, as compared with the usage of $0.1 million in the same period in 2015. During the first six months of 2015, we used $0.1 million for leasehold improvements and equipment for our new store in Valencia, California.Flow

~~Financing~~As ~~activities.~~of NoSeptember ~~cash was used or provided by financing activities during the six months ended June~~ 30, 2016, aswe ~~compared~~had ~~with~~cash ~~the~~and ~~usage~~cash equivalents of $02.73 million. inThe ~~the~~following ~~same~~table ~~period~~provides ina ~~2015~~summary toof ~~pay~~our ~~loan~~net ~~waiver~~cash ~~fees~~flows tofrom ~~the~~operating, ~~senior~~investing, ~~debt~~and ~~holders.~~financing activities.

~~Loan~~Cash ~~Commitments~~Flow

As(In ~~of June 30, 2016, the amount, maturity date and term of each of our notes payable are as follows:~~ Thousands)

Notes Payable	Amount		Maturity Date	Interest Rate		Original Term
	Nine Months Ended September 30,
Tranche A Term Loan	$27.0 million		December 27, 2015	Normal 12%; Default rate 14%		3 years
	2016			2015
Tranche B Term Loan	$11.2 million		December 27, 2015	Normal 15%; Default rate 17%		3 years
Net cash provided by operating activities	$	1,361		$	651
Christals Seller Notes	$3.4 million		January 9, 2017	12%		4.25 years
Net cash used in investing activities		-			(112	)
Peekay Seller Notes	$9.3 million		December 31, 2016	9% on $6 million and 12% on $3.3 million		4 years
Net cash used in financing activities		-			(661	)
Net increase (decrease) in cash and cash equivalents		1,361			(122	)
Cash and cash equivalents at beginning of the period		J899			1,127
Cash and cash equivalent at end of the period	$	2,260		$	1,005

22Operating ~~Table~~activities. Operating activities consist of ~~Contents~~net income, adjusted for certain non-cash items, including depreciation and amortization, and the effect of changes in working capital. Net cash provided by operating activities was $1.4 million in the nine months ended September 30, 2016, as compared with $0.7 million net cash provided by operating activities in the same period in 2015. The increase in net cash provided by operating activities was primarily due to the increase in accrued liabilities associated with the deferral of cash interest payments on the senior debt commencing June 1, 2016.

~~Financing~~Investing ~~Agreement;~~activities. ~~Amendments~~Historically, we have used cash primarily to make acquisitions, and ~~Waivers~~to remodel and build new stores. We used no cash for investing activities during the nine months ended September 30, 2016, as compared with the usage of $0.1 million in the same period in 2015. The net cash used during the first nine months of 2015 was for leasehold improvements and equipment for our new store in Valencia, California.

OnFinancing ~~December~~activities. ~~31,~~No ~~2012,~~cash ~~our~~was ~~subsidiaries,~~used ~~Christals~~or ~~Acquisition,~~provided ~~Peekay~~by ~~Acquisition~~financing ~~and~~activities during the ~~subsidiaries~~nine ofmonths ~~Christals~~ended ~~Acquisition~~September ~~and~~30, ~~Peekay Acquisition~~2016, ~~which~~as wecompared ~~refer~~ to as the ~~Loan~~$0.7 ~~Parties,~~million asused ~~the~~in ~~borrowers~~financing ~~and~~activities ~~guarantors,~~during ~~entered~~the ~~into~~same aperiod ~~financing~~in ~~agreement~~2015 ~~with~~for ~~Cortland~~the ~~Capital~~payment ~~Marketing~~of ~~Services,~~covenant ~~LLC,~~waiver asfees ~~collateral~~incurred ~~agent~~under ~~for~~ the ~~several~~senior ~~secured~~debt ~~lenders~~facility.

~~The~~10 ~~lenders~~Table ~~made a term loan to the borrowers initially in the aggregate principal amount~~ of $38,215,939, consisting of a tranche A term loan for the principal amount of $27,000,000, which matured on December 27, 2015, and bears interest at a rate of 12% per annum, and a tranche B term loan for the principal amount of $11,215,930, which matured on December 27, 2015, and bears interest at a rate of 15% per annum. The maturity date of the loans made under the financing agreement was extended to February 15, 2016 pursuant to the eighth amendment to the financing agreement, which is described below. The proceeds of the loans were used to repay then existing indebtedness, to finance a portion of the purchase price payable in connection with our acquisition of Peekay and Conrev, to fund working capital requirements and to pay fees and expenses related to the Peekay and Conrev acquisition.Contents

~~This~~Loan debt matured on February 15, 2016 and we do not have the resources necessary to pay this debt and we have been unable to find replacement financing. We are currently operating under a forbearance agreement with our lenders, which is described below, but we may be forced to file for bankruptcy and/or liquidate our assets if we are unable to meet the terms of the forbearance agreement. Commitments

~~Our~~As ~~subsidiaries~~of ~~paid~~September 30, 2016, the ~~following~~amount, ~~fees~~maturity indate ~~connection~~and ~~with~~term ~~the~~of ~~financing~~each ~~agreement~~of our notes payable are as follows:

· an underwriting fee equal to 2% of the term A loan amount and 3% on the total term B loan amount; · an administrative fee of 0.24% of the average aggregate principal balance of the loans outstanding paid each quarter; and · a quarterly administrative fee of $15,000.

Notes Payable	Amount	Maturity Date	Interest Rate	Original Term
Tranche A Term Loan	$27.0 million	December 27, 2015	Normal 12%; Default rate 14%	3 years
Tranche B Term Loan	$11.2 million	December 27, 2015	Normal 15%; Default rate 17%	3 years
Christals Seller Notes	$3.4 million	January 9, 2017	12%	4.25 years
Peekay Seller Notes	$9.3 million	December 31, 2016	9% on $6 million and 12% on $3.3 million	4 years

~~The~~Financing ~~financing~~Agreement; ~~agreement~~Amendments ~~contains several financial covenants~~ and ~~other affirmative and negative covenants, including, without limitation, the following:~~Waivers

·On ~~a requirement to maintain a leverage ratio during each fiscal quarter of the loan, which leverage ratio is 3.00:1.00 for the fiscal quarter ended~~ December 31, ~~2015~~2012, ~~where~~our ~~leverage~~subsidiaries, ~~ratio~~Christals is defined as the ratio of (a) aggregate principal amount of the term A loans and term B loans outstanding and the aggregate principal amount of any other loans outstanding under the financing agreement to (b) the twelve trailing month consolidated EBITDA for such period; · a requirement to have liquidity of not less than $1Acquisition,~~500,000,~~ ~~where liquidity is defined as cash of~~ Peekay Acquisition and ~~its~~the subsidiaries ~~that is unrestricted less payables~~ of ~~Peekay~~Christals Acquisition and ~~its subsidiaries aged 60 days or greater and held checks of~~ Peekay Acquisition, ~~and~~which ~~its~~we ~~subsidiaries~~refer ~~at such time; · a requirement~~ to ~~provide~~as ~~financial reports and other information to~~ the ~~lenders~~Loan ~~and~~Parties, toas ~~permit~~ the ~~lenders~~borrowers ~~to inspect~~ and ~~audit~~guarantors, ~~our~~entered ~~business;~~into · a ~~requirement~~financing toagreement ~~maintain~~with aCortland ~~key~~Capital ~~man~~Marketing ~~life~~Services, ~~insurance policy for $2~~LLC,~~000,000~~ onas ~~the~~collateral ~~life~~agent offor ~~our Chief Executive Officer. · a restriction on incurring any liens on~~ the ~~property~~several ~~and~~secured ~~other assets of the borrowers;~~lenders.

23The ~~Table~~lenders made a term loan to the borrowers initially in the aggregate principal amount of ~~Contents~~$38,215,939, consisting of a tranche A term loan for the principal amount of $27,000,000, which matured on December 27, 2015, and bears interest at a rate of 12% per annum, and a tranche B term loan for the principal amount of $11,215,930, which matured on December 27, 2015, and bears interest at a rate of 15% per annum. The maturity date of the loans made under the financing agreement was extended to February 15, 2016 pursuant to the eighth amendment to the financing agreement, which is described below. The proceeds of the loans were used to repay then existing indebtedness, to finance a portion of the purchase price payable in connection with our acquisition of Peekay and Conrev, to fund working capital requirements and to pay fees and expenses related to the Peekay and Conrev acquisition.

·This adebt ~~restriction~~matured on ~~incurring~~February ~~any indebtedness other than specified permitted indebtedness described in the financing agreement; · a restriction on winding up~~15, ~~liquidating~~2016 our business, merging or consolidating with another person or selling or licensing all or any part of its business other than sales of inventory in the ordinary course of business subject to the other limitations in the financing agreement, licensing on a nonexclusive basis of intellectual property rights in the ordinary course of business, dispositions of cash and ~~cash~~we ~~equivalents~~do ~~in the ordinary course of business and in a manner~~ not ~~prohibited~~have by the ~~financing~~resources agreement, leasing or subleasing of assets in the ordinary course of business, disposing of obsolete or worn-out equipment in the ordinary course of business with certain limitations, and selling or otherwise disposing of other property or assets for cash in an aggregate amount not less than the fair market value of such property or assets with certain limitations; · a restriction on making changes in the nature of our business; · a restriction on making loans, advances or investments except for certain specified permitted investments; · a restriction on the types of leases that can be entered into; · a restriction on amount of capital expenditures that can that can be made in any fiscal quarter, which for fiscal year 2015 is $1,000,000 plus any carryover amount relating to prior fiscal quarters; · a restriction on entering into transactions with affiliates with certain exceptions; · a restriction on the borrowers paying dividends (other than dividends payable in equity interests) or other distributions, making repurchases or redemptions of equity interests, making any payment or retiring any warrants, options or other similar rights, or paying any management fees other than paying dividends or distributions necessary to ~~cover tax obligations, if there is no event of default, paying dividends or distributions sufficient to~~ pay ~~accrued~~this ~~and~~debt ~~unpaid interest on the Peekay~~ and ~~Christals~~we ~~Acquisition~~have ~~outstanding~~been ~~subordinated~~unable ~~seller~~to ~~notes~~find ~~with~~replacement ~~certain~~financing. ~~specified~~We ~~limitations,~~are ~~and~~currently sooperating ~~long~~under ~~as there is no event of default, paying dividends or distributions for payment of permitted management fees; ·~~ a ~~restriction~~forbearance onagreement ~~the borrowers or guarantors issuing equity interests~~ with ~~certain~~our ~~exceptions; · a restriction on amending the terms of~~lenders, orwhich ~~prepaying, any indebtedness; · a restriction on (a) the number of new stores that the borrowers may open that~~ is ~~limited~~described ~~to five new stores in the aggregate~~below, ~~provided~~but ~~that~~we ~~the borrowers~~ may ~~thereafter~~be ~~open~~forced up follow-on stores if the first five stores had gross sales of at least $40,000 per month and a minimum of 30% store level EBITDA (after certain adjustments) on average and over a period of six consecutive calendar months (such test being referred to asfile ~~the~~for ~~last~~bankruptcy ~~store test)~~ and ~~the first five stores and all such follow-on stores on average satisfy the last store test, (b) the size of new stores, which cannot exceed 3,500 square feet~~ /or ~~have~~liquidate anour ~~opening~~assets ~~budget~~if ofwe ~~more~~are ~~than~~unable ~~$175,000~~to ormeet ~~rent payable in excess of $35 per square foot, and (c)~~ the ~~overall~~terms ~~opening~~ of ~~stores to no more than 20 stores in any calendar year with~~ the ~~ability~~forbearance toagreement ~~carryover~~or tootherwise ~~the~~agree ~~next~~upon ~~year any shortfall in aggregate store openings; and ·~~ a ~~restriction~~restructuring onarrangement ~~the~~with ~~borrowers'~~our ability to acquire inventory to the extent that after acquiring such inventory the aggregate value (based on cost) of total inventory owned by the borrowers would exceed (i) the historical seasonally adjusted store-level stock amount of $175,000, multiplied by (ii) the number of stores expected to be in operation on the last business day of the current calendar monthlenders.

24Our ~~Table~~subsidiaries ofpaid ~~Contents~~the following fees in connection with the financing agreement:

~~The~~· ~~obligations~~an underwriting fee equal to 2% of the ~~borrowers~~term ~~under~~A loan amount and 3% on the ~~financing~~total ~~agreement~~term ~~are~~B ~~guaranteed~~loan byamount; ~~Christals~~· ~~Acquisition~~an administrative fee of 0.24% of the average aggregate principal balance of the loans outstanding paid each quarter; and ~~all~~· ~~its~~a ~~subsidiaries~~quarterly asadministrative ~~guarantors~~fee of $15,000.

~~Although~~11 ~~our~~Table ~~company, Peekay Boutiques, Inc., is not a party to the financing agreement, since we are a holding company and do not have any material assets or operations other than ownership~~ of equity interests of our subsidiaries, who are all parties to the financing agreement as either borrowers or guarantors, as a practical matter, we are restricted by the terms of the financing agreement. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends to our shareholders is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The financing agreement restricts the circumstances under which our subsidiaries may pay dividends to us or make intercompany loans to us.Contents

~~During~~The ~~2014, we obtained three covenant waivers through amendments to our~~ financing agreement ~~with~~contains ~~our~~several ~~secured~~financial ~~lenders,~~covenants ~~dated March 31, 2014, September 30, 2014~~ and ~~December~~other ~~31,~~affirmative ~~2014. These waivers covered covenant requirements through April 30, 2015. We obtained a fourth covenant waiver on June 30, 2015, for the period ending September 30, 2015~~ and, anegative ~~fifth covenant waiver on October 31~~covenants, ~~2015 for the period ending November 30~~including, ~~2015.~~without ~~We obtained a sixth covenant waiver on November 30~~limitation, ~~2015 for~~ the ~~period ending December 27, 2015 and a seventh covenant waiver on December 16, 2015 for the period ending December 31, 2015.~~ following:

At· a requirement to maintain a leverage ratio during each fiscal quarter of the ~~same~~loan, ~~time~~which leverage ratio is 3.00:1.00 for the fiscal quarter ended December 31, we2015, ~~entered~~where ~~into~~leverage ratio is defined as the ~~fifth~~ratio ~~amendment~~of to(a) aggregate principal amount of the term A loans and term B loans outstanding and the aggregate principal amount of any other loans outstanding under the financing agreement to ~~obtain~~(b) the ~~fifth~~twelve ~~covenant~~trailing ~~waiver~~month consolidated EBITDA for such period; · a requirement to have liquidity of not less than $1,500,000, wewhere ~~also~~liquidity ~~entered~~is ~~into~~defined as cash of Peekay Acquisition and its subsidiaries that is unrestricted less payables of Peekay Acquisition and its subsidiaries aged 60 days or greater and held checks of Peekay Acquisition and its subsidiaries at such time; · a ~~sixth~~requirement ~~amendment~~to provide financial reports and other information to the lenders and to permit the lenders to inspect and audit our ~~financing~~business; ~~agreement.~~· ~~The~~a ~~sixth~~requirement ~~amendment~~to ~~will~~maintain ~~only~~a ~~become~~key ~~effective~~man iflife weinsurance ~~close~~policy for $2,000,000 on the life of our ~~proposed~~Chief ~~underwritten~~Executive ~~public~~Officer. ~~offering~~· asa restriction on incurring any liens on the property and other assets of the borrowers; · a restriction on incurring any indebtedness other than specified permitted indebtedness described in the ~~Company's~~financing ~~registration~~agreement; ~~statement~~· a restriction on ~~Form~~winding ~~S-1~~up, ~~(Registration~~liquidating ~~No.~~our ~~333-203870)~~business, merging or consolidating with another person or selling or licensing all or any part of its business other than sales of inventory in the ~~Public~~ordinary ~~Offering,~~course ~~and~~of ~~satisfy~~business subject to the other ~~conditions~~limitations toin the ~~sixth~~financing ~~amendment~~agreement, ~~which~~licensing ~~are~~on ~~described~~a ~~below.~~nonexclusive Webasis ~~refer~~of tointellectual ~~the~~property ~~date~~rights ~~that~~in the ~~sixth~~ordinary ~~amendment~~course ~~becomes~~of ~~effective~~business, asdispositions ~~the~~of ~~sixth~~cash ~~amendment~~and ~~effective~~cash ~~date.~~equivalents Onin the ~~sixth~~ordinary ~~amendment~~course ~~effective~~of ~~date~~business and in a manner not prohibited by the financing agreement, ~~will~~leasing or subleasing of assets in the ordinary course of business, disposing of obsolete or worn-out equipment in the ordinary course of business with certain limitations, and selling or otherwise disposing of other property or assets for cash in an aggregate amount not less than the fair market value of such property or assets with certain limitations; · a restriction on making changes in the nature of our business; · a restriction on making loans, advances or investments except for certain specified permitted investments; · a restriction on the types of leases that can be ~~further~~entered ~~modified~~into; as· ~~follows:~~a restriction on amount of capital expenditures that can that can be made in any fiscal quarter, which for fiscal year 2015 is $1,000,000 plus any carryover amount relating to prior fiscal quarters;

25· ~~Table~~a restriction on entering into transactions with affiliates with certain exceptions; · a restriction on the borrowers paying dividends (other than dividends payable in equity interests) or other distributions, making repurchases or redemptions of ~~Contents~~equity interests, making any payment or retiring any warrants, options or other similar rights, or paying any management fees other than paying dividends or distributions necessary to cover tax obligations, if there is no event of default, paying dividends or distributions sufficient to pay accrued and unpaid interest on the Peekay and Christals Acquisition outstanding subordinated seller notes with certain specified limitations, and so long as there is no event of default, paying dividends or distributions for payment of permitted management fees; · a restriction on the borrowers or guarantors issuing equity interests with certain exceptions; · a restriction on amending the terms of, or prepaying, any indebtedness; · a restriction on (a) the number of new stores that the borrowers may open that is limited to five new stores in the aggregate, provided that the borrowers may thereafter open up follow-on stores if the first five stores had gross sales of at least $40,000 per month and a minimum of 30% store level EBITDA (after certain adjustments) on average and over a period of six consecutive calendar months (such test being referred to as the last store test) and the first five stores and all such follow-on stores on average satisfy the last store test, (b) the size of new stores, which cannot exceed 3,500 square feet or have an opening budget of more than $175,000 or rent payable in excess of $35 per square foot, and (c) the overall opening of stores to no more than 20 stores in any calendar year with the ability to carryover to the next year any shortfall in aggregate store openings; and · a restriction on the borrowers' ability to acquire inventory to the extent that after acquiring such inventory the aggregate value (based on cost) of total inventory owned by the borrowers would exceed (i) the historical seasonally adjusted store-level stock amount of $175,000, multiplied by (ii) the number of stores expected to be in operation on the last business day of the current calendar month.

·The weobligations ~~agreed to pay to the administrative agent a nonrefundable fee, or the bridge exit fee, for the account~~ of ~~each consenting lender, accruing (i) on~~ the ~~sixth~~borrowers amendment effective date in an amount equal to 1.50% of the aggregate principal amount of the outstanding loans of such consenting lender (after giving effect to the prepayment of Term A Loans contemplated under the ~~sixth amendment to the~~ financing agreement asare ~~described~~guaranteed ~~below),~~by ~~(ii)~~Christals onAcquisition ~~the first anniversary of the sixth amendment effective date in an amount equal to 2.50% of the aggregate principal amount of the loans outstanding as of such anniversary,~~ and (iii) on the second anniversary of the sixth amendment effective date in an amount equal to 3.50% of the aggregate principal amount of the loans outstanding as of such anniversary. The bridge exit fee would be due on the earliest to occur of (A) the final maturity date, and (B) the date which all ofits ~~the other obligations are repaid or required to be repaid in full in cash; · the negative covenant relating to capital expenditures will be amended so that our~~ subsidiaries can make capital expenditures up to the following limits: $2,400,000 for any fiscal quarter during the period January 1, 2016 - December 31, 2016, $3,140,000 for any fiscal quarter during the period January 1, 2017 - December 31, 2017, and $4,300,000 for any fiscal quarter during the period January 1, 2018 - December 31, 2018; and · the negative covenant regarding the opening of new stores will be deleted. · The conditions to the effectiveness of the sixth amendment to the financing agreement include, among others, the following: · upon the closing of the Public Offering we must prepay not less than $16,000,000 of Term A Loans, together with accrued and unpaid interest on the amount prepaid and we must also pay certain accrued and unpaid fees owed to the secured lenders; · our outstanding subordinated seller notes must be converted into common stock on terms and conditions satisfactory to the origination agent; and · we must pay to the administrative agent for the ratable benefit of each consenting lender an amendment fee in an amount equal to 1.0% of the aggregate principal amount of the loans outstanding as ~~of the sixth amendment effective date (after giving effect to the prepayment described above)~~guarantors.

OnAlthough ~~December~~our 16company, ~~2015~~Peekay Boutiques, weInc., ~~entered~~is ~~into~~not ~~the~~a ~~eighth~~party ~~amendment~~ to the financing agreement., ~~The~~since ~~eighth~~we ~~amendment~~are ~~extended~~a ~~the~~holding ~~final~~company ~~maturity~~and ~~date~~do not have any material assets or operations other than ownership of equity interests of our subsidiaries, who are all parties to the financing agreement toas ~~February~~either ~~15,~~borrowers ~~2016~~or guarantors, inas ~~order~~a topractical ~~allow~~matter, ~~for~~we are restricted by the ~~completion~~terms of the ~~Public~~financing ~~Offering~~agreement. ~~The~~Our ~~eighth~~operations ~~amendment~~are ~~also~~conducted ~~waived,~~almost ~~until~~entirely ~~February~~through ~~15,~~our ~~2016~~subsidiaries, ~~any~~and ~~noncompliance~~our ~~due~~ability to ~~(a)~~generate ~~the~~cash ~~payment~~to meet our obligations or to ~~Christals~~pay ~~Management,~~dividends ~~LLC~~to ofour ~~quarterly~~shareholders ~~management~~is ~~fees~~highly independent ~~advance~~on the earnings of, ~~rather~~and ~~than~~receipt ~~arrears~~of funds from, ~~January~~our ~~2013~~subsidiaries through ~~June~~dividends ~~2015,~~or ~~and~~intercompany ~~(b)~~loans. ~~failure~~The tofinancing ~~meet~~agreement restricts the ~~required~~circumstances ~~leverage~~under ~~ratio~~which ~~and~~our ~~minimum~~subsidiaries ~~equity~~may ~~covenants~~pay ~~set~~dividends ~~forth~~to inus ~~the~~or ~~financing~~make ~~agreement.~~intercompany loans to us.

AnDuring ~~amendment~~2014, ~~fee~~we ~~equal~~obtained tothree ~~0.50%~~covenant ofwaivers ~~the~~through ~~aggregate~~amendments ~~principal~~to ~~amount~~our offinancing ~~the~~agreement ~~outstanding~~with ~~loans~~our ~~will~~secured belenders, ~~payable~~dated onMarch ~~the~~31, ~~earlier~~2014, ofSeptember ~~the~~30, ~~final~~2014 ~~maturity date~~ and ~~the~~December ~~date~~31, on2014. ~~which~~These ~~all~~waivers ~~the~~covered ~~loan~~covenant ~~obligations~~requirements ~~are~~through ~~repaid~~April or30, ~~must~~2015. beWe ~~repaid,~~obtained ~~and~~a ~~the~~fourth ~~borrowers~~covenant ~~must~~waiver ~~pay~~on aJune ~~$150~~30,~~000~~ ~~legal~~2015, ~~expense~~for ~~advance.~~the ~~The~~period ~~eighth~~ending ~~amendment~~September ~~also~~30, ~~proscribed~~2015 ~~payment~~and, ofa ~~accrued,~~fifth ~~unpaid~~covenant ~~management~~waiver ~~fees~~on ~~until~~October ~~the~~31, ~~earlier~~2015 offor the ~~final~~period ~~maturity~~ending ~~date~~November or30, ~~the~~2015. ~~date~~We onobtained ~~which~~a ~~all~~sixth ~~the~~covenant ~~loan~~waiver ~~obligations~~on ~~are~~November ~~repaid~~30, or2015 ~~must~~for bethe ~~repaid,~~period ~~except~~ending ~~that~~December ~~upon~~27, ~~the~~2015 ~~closing~~and of a ~~qualified~~seventh ~~public~~covenant ~~offering,~~waiver ~~including~~on ~~the~~December ~~Public Offering~~16, we2015 ~~may~~for ~~pay~~the ~~management~~period ~~fees~~ending ofDecember ~~$325~~31,~~000~~ ~~to CP IV SPV, LLC~~2015.

~~Since~~13 ~~the~~Table Company was unable to repay the debt on the maturity date, the interest rate charged on both Term A and Term B debt was increased to 14% and 17% per annum, respectively, effective on the maturity date. On February 22, 2016, we and certain of the Company's senior secured lenders, who we refer to as the Consenting Term A Lenders, entered into the forbearance and ninth amendment agreement. The forbearance and ninth amendment agreement further amends the financing agreement as described below.Contents

26At ~~Table~~the ofsame ~~Contents~~time, we entered into the fifth amendment to the financing agreement to obtain the fifth covenant waiver, we also entered into a sixth amendment to our financing agreement. The sixth amendment will only become effective if we close our proposed underwritten public offering as described in the Company's registration statement on Form S-1 (Registration No. 333-203870), or the Public Offering, and satisfy the other conditions to the sixth amendment, which are described below. We refer to the date that the sixth amendment becomes effective as the sixth amendment effective date. On the sixth amendment effective date the financing agreement will be further modified as follows:

~~The~~· ~~forbearance~~the ~~and~~maturity ~~ninth~~date will be extended to the earliest of (i) the third anniversary of the sixth amendment ~~agreement~~effective ~~provides~~date, (ii) the ~~Loan~~date ~~Parties~~on which the loans under the financing agreement otherwise become due and payable in accordance with ~~necessary~~the ~~forbearance~~terms ~~from~~of the ~~enforcement~~financing agreement, and (iii) the date that payment in full of all obligations under the financing agreement and termination of all commitments occurs; · the original leverage ratio requirement under the financing agreement will be modified to (i) reduce the numerator of the ratio by the ~~secured~~amount ~~lenders~~of liquidity as of ~~default-related~~the ~~rights~~last day of the applicable period, and ~~remedies~~(ii) ~~with~~change ~~respect~~the leverage ratio requirement to ~~existing~~be, for any period of four fiscal quarters measured as of the end of any fiscal quarter, no greater than 3.50:1.00; · provisions for requesting certain additional term loans under the financing agreement ~~defaults~~will be deleted; · the applicable interest rate for loans under the financing agreement will be amended for Term A Loans to be 8.75% from the sixth amendment effective date up to the first anniversary thereof, 10.75% from the first anniversary of the ~~Loan~~sixth ~~Parties~~amendment ~~specified~~effective date up to the second anniversary of the sixth amendment effective date, 12.75% from the second anniversary of the sixth amendment effective date until the final maturity date, and for Term B Loans to be 9.75% from the sixth amendment effective date up to the first anniversary thereof, 11.75% from the first anniversary of the sixth amendment effective date up to the second anniversary of the sixth amendment effective date, and 13.75% from the second anniversary of the sixth amendment effective date until the final maturity date; · the exit fee required by the fifth amendment to the financing agreement will be amended so that it becomes due on the earlier to occur of (A) the final maturity date, (B) the date which all of the other obligations are repaid or required to be repaid in full in cash, and (C) the ~~forbearance~~date that our company receives net cash proceeds of at least $20,000,000 from the public offering of our company's common stock (including the Public Offering). Once the accrued and ~~ninth~~unpaid exit fee is paid, it will be deemed satisfied in full and no additional amounts attributable to the exit fee will accrue or be payable; · we agreed to pay to the administrative agent a nonrefundable fee, or the bridge exit fee, for the account of each consenting lender, accruing (i) on the sixth amendment effective date in an amount equal to 1.50% of the aggregate principal amount of the outstanding loans of such consenting lender (after giving effect to the prepayment of Term A Loans contemplated under the sixth amendment to the financing agreement as described below), (ii) on the first anniversary of the sixth amendment effective date in an amount equal to 2.50% of the aggregate principal amount of the loans outstanding as of such anniversary, and (iii) on the second anniversary of the sixth amendment effective date in an amount equal to 3.50% of the aggregate principal amount of the loans outstanding as of such anniversary. The bridge exit fee would be due on the earliest to occur of (A) the final maturity date, and (B) the date which all of the other obligations are repaid or required to be repaid in full in cash; · the ~~Specified~~negative ~~Defaults~~covenant relating to capital expenditures will be amended so that our subsidiaries can make capital expenditures up to the following limits: $2,400,000 ~~until~~for ~~July~~any fiscal quarter during the period January 1, 2016 - December 31, 2016, $3,140,000 for any fiscal quarter during the period January 1, 2017 - December 31, 2017, and $4,300,000 for any fiscal quarter during the period January 1, 2018 - December 31, 2018; and · the negative covenant regarding the opening of new stores will be deleted.

~~Under~~14 ~~the~~Table ~~forbearance~~of ~~and ninth amendment agreement, the Loan Parties have the following obligations, among others. As applicable, after each obligation identified below, we are disclosing our current compliance status.~~ Contents

· The ~~Company~~conditions ~~must appoint an independent director nominated by the Consenting Term A Lenders~~ to the ~~Board~~effectiveness of ~~Directors of~~ the ~~Company~~sixth and the applicable equivalent Board of each of the Company's subsidiaries. On February 22, 2016, the Loan Parties appointed Matthew R. Kahn as independent director in satisfaction of this requirement. · The Company must adopt a policy, or the Board Policy, of (i) scheduling meetings of the Board of Directors at least every two weeks from and after February 22, 2016 and until the Term A Loans and Term B Loans (each as defined in the financing agreement) have been indefeasibly paid in full in cash or otherwise restructured in a manner acceptable to the Consenting Term A Lenders, (ii) requiring management to present the Board of Directors of the Company with frequent updates as to the condition of the business and the status of the milestones described in the forbearance and ninth amendment ~~agreement, and (iii) requiring management~~ to ~~provide prompt responses to~~ the ~~questions~~financing of any member of the Board of Directors. The Company adopted the Board Policy on February 24, 2016 in satisfaction of this requirement. · The Loan Parties must enter into deposit account control agreements requested by the Consenting Term A Lenders. The Loan Parties expect that they will be able to comply with this requirement. · The Loan Parties must retain an investment bank acceptable to the Consenting Term A Lenders on terms and conditions acceptable to the Consenting Term A Lenders, to advise the Loan Parties in connection with a Qualified Refinancing and/or Qualified Private Sale. A Qualified Refinancing is generally defined in the forbearance and ninth amendment agreement as a refinancing transaction resulting in cash proceeds that are sufficient to pay all obligations of the Term A Lenders or that is otherwise acceptable to the Consenting Term A Lenders and the independent director and a Qualified Private Sale is generally defined in the forbearance and ninth amendment agreement as a sale of all or a portion of the Loan Parties that results in net proceeds that are sufficient to pay all obligations of the Term A Lenders or that is otherwise acceptable to the Consenting Term A Lenders and the independent director. The Company engaged an investment bank on February 22include, ~~2016~~among ~~in satisfaction of this requirement. · The Loan Parties must provide the collateral agent and the Consenting Term A Lenders with an updated perfection certificate on or before February 29~~others, ~~2016. The Company delivered a perfection certificate on February 29, 2016. · The Company must issue warrants to~~ the Consenting Term A Lenders for the purchase of up to an aggregate of 2.5% of the common shares of the Company on a fully diluted basis. See below for further discussion of this requirement. · The Loan Parties must pay an amendment fee to each Consenting Term A Lender equal to 0.25% of the aggregate principal amount of such Consenting Term A Lender's outstanding loans (both Term A Loans and Term B Loans). The Loan Parties paid the amendment fee in satisfaction of this requirement. · The Company and Loan Parties must pay the reasonable fees and expenses of counsel and other costs and expenses requested by the Consenting Term A Lenders and up to $15,000 in costs and expenses to the Term B Lenders. The Loan Parties initially paid a $150,000 retainer to the counsel of the Consenting Term A Lenders, as required, and have subsequently paid fees and expenses for both the Consenting Term A Lenders and Term B Lenders in accordance with the terms of the Forbearance Agreement.following:

27· ~~Table~~upon the closing of ~~Contents~~the Public Offering we must prepay not less than $16,000,000 of Term A Loans, together with accrued and unpaid interest on the amount prepaid and we must also pay certain accrued and unpaid fees owed to the secured lenders; · our outstanding subordinated seller notes must be converted into common stock on terms and conditions satisfactory to the origination agent; and · we must pay to the administrative agent for the ratable benefit of each consenting lender an amendment fee in an amount equal to 1.0% of the aggregate principal amount of the loans outstanding as of the sixth amendment effective date (after giving effect to the prepayment described above).

·On ~~The~~December ~~Loan Parties must enter into a non-binding term sheet~~16, ~~on terms and conditions that are acceptable to the Consenting Term A Lenders~~2015, ~~with~~we ~~respect~~entered tointo ~~a Step Two Restructuring Transaction by March 15, 2016. A Step Two Restructuring Transaction is generally defined in~~ the ~~forbearance~~eighth ~~and ninth~~ amendment ~~agreement as an out-of-court restructuring on terms and conditions acceptable~~ to the ~~Consenting~~financing ~~Term A Lenders or a pre-arranged Chapter 11 bankruptcy on terms and conditions acceptable to the Consenting Term A Lenders~~agreement. On May 31, 2016, the Company delivered a proposal to the Consenting Term A Lenders outlining a Step Two Restructuring Transaction for their review and consideration. See below for further discussion of this requirement. · The ~~Company~~eighth isamendment ~~required~~extended ~~to consummate before April 15, 2016 a Step One Restructuring Transaction, which consists of either an initial public offering where~~ the ~~allocation~~final ofmaturity ~~proceeds~~date is approved by the Consenting Term A Lenders and the independent director, a Qualified Refinancing, or a Qualified Private Sale, as described above. If a Step One Restructuring Transaction has not been consummated on or before April 15, 2016, the Company and the holders of ~~at least two-thirds of~~ the ~~aggregate~~financing ~~principal amount of the Company's outstanding subordinated seller notes must enter into a restructuring support~~ agreement ~~in form and substance acceptable~~ to the Consenting Term A Lenders in order to implement the Step Two Restructuring Transaction. The Company continues to use its commercially reasonable efforts to seek to accomplish a Step One Restructuring Transaction and the Lenders have granted the Company a rolling extension to the April 15, 2016 deadline. · Starting on February 15, 2016, ~~the Loan Parties must pay interest at the default rate under the financing agreement (generally equal to the applicable rate plus 2.00%). This default interest must be paid~~ in ~~cash~~order to ~~the~~allow ~~Term A Lenders, and accrued and added to the principal balance~~ for ~~Term B Loans. The Loan Parties complied with this requirement through May 31, 2016, at which time~~ the ~~cash~~completion ~~payment~~ of the ~~Term~~Public ~~A interest was suspended~~Offering. ~~See~~The ~~below~~eighth ~~for~~amendment ~~further~~also ~~discussion of this requirement. · Upon request by the Consenting Term A Lenders~~waived, ~~the~~until existing engagement letter between the Loan Parties and the consulting firm engaged to provide a chief restructuring officer must be amended to include additional services and responsibilities requested by the Consenting Term A Loans which are consistent with the fiduciary duties of the Company and the Loan Parties. There have been two additional amendments to the engagement letter that were requested by the Consenting Term A Lenders, and accommodated by the Company. Upon an additional request by the Consenting Term A Lenders, the Company intends to continue to comply with this requirement. · The Loan Parties must provide cash forecasts starting February 2915, 2016 ~~and every twenty days after the last day of each calendar month for the upcoming 13-week period. Starting March 16~~, 2016, the Loan Parties must also provide a bi-weekly report stating their actual cash receipts and disbursements for the immediately preceding week and a reconciliation between actual and projected cash receipts and disbursements and explanation for causes for variations. The Company has complied with this requirement and does not expect any ~~compliance~~noncompliance ~~issues~~due ~~with respect~~ to the same in the future. · The Loan Parties are prohibited from making any cash payments for accrued and unpaid interest on or principal of the outstanding subordinated seller notes. The Company intends to comply with this requirement and does not expect any compliance issues with respect to the same. · Unless (a) ~~Step One Restructuring Transaction or a Step Two Restructuring Transaction has occurred or~~ the ~~Term~~payment ~~A Loans and the Term B Loans have been paid in full in cash or otherwise restructured in a manner acceptable~~ to ~~the~~Christals ~~Consenting Term A Lenders prior to the first to occur of a Termination Event or the outside date of July 31~~Management, ~~2016,~~LLC ~~the Company must deliver the membership interests~~ of ~~Christals~~quarterly ~~Acquisition~~management tofees ~~the collateral agent of for further distribution to the Term A Lenders and Term B Lenders~~ in aadvance, ~~manner~~rather ~~consistent~~than ~~with~~arrears ~~the~~from ~~financing~~January ~~agreement.~~2013 Athrough ~~Termination~~June ~~Event~~2015, ~~is generally defined in the forbearance~~ and ~~ninth~~(b) ~~amendment agreement as a default or event of default other than the Specified Defaults, a~~ failure to ~~comply~~meet ~~with~~ the ~~other~~required ~~requirements~~leverage ofratio ~~the forbearance~~ and ~~ninth~~minimum ~~amendment~~equity ~~agreement,~~covenants ~~the~~set ~~pursuit~~forth ~~of an alternative transaction that is inconsistent with the forbearance and ninth amendment agreement as determined by the Consenting Term A Lenders, the breach of any representation or warranty~~ in the ~~forbearance~~financing ~~and ninth amendment~~ agreement ~~and certain other breaches or defaults specified in the forbearance and ninth amendment agreement~~. The Company continues to pursue all options to find an acceptable resolution, including the pursuit of a Step One Restructuring Transaction, and is awaiting a response from the Consenting Term A Lenders on the Step Two Restructuring Proposal that was submitted by the Company on May 31, 2016. See below for further discussion of this requirement.

28An ~~Table~~amendment fee equal to 0.50% of ~~Contents~~the aggregate principal amount of the outstanding loans will be payable on the earlier of the final maturity date and the date on which all the loan obligations are repaid or must be repaid, and the borrowers must pay a $150,000 legal expense advance. The eighth amendment also proscribed payment of accrued, unpaid management fees until the earlier of the final maturity date or the date on which all the loan obligations are repaid or must be repaid, except that upon the closing of a qualified public offering, including the Public Offering, we may pay management fees of $325,000 to CP IV SPV, LLC.

~~The~~Since ~~foregoing~~the isCompany awas ~~summary~~unable ~~description~~to ofrepay ~~certain~~the ~~terms~~debt ofon the ~~forbearance~~maturity ~~and~~date, ~~ninth~~the ~~amendment~~interest ~~agreement,~~rate ~~and~~charged byon ~~its~~both ~~nature~~Term isA ~~incomplete.~~and ATerm ~~copy~~B ofdebt ~~the~~was ~~Forbearance~~increased to 14% and ~~Ninth~~17% ~~Amendment~~per ~~Agreement~~annum, ~~was~~respectively, ~~filed~~effective on ~~April~~the 14maturity date. On February 22, 2016, aswe ~~Exhibit~~and ~~10.31~~certain toof the Company'’s ~~report~~senior onsecured ~~Form~~lenders, ~~10-K~~who ~~for~~we ~~the~~refer ~~fiscal~~to ~~year~~as ~~ended~~the ~~December~~Consenting ~~31,~~Term ~~2015~~A Lenders, ~~and~~entered isinto ~~incorporated~~the ~~into~~forbearance ~~this~~and ~~report~~ninth byamendment ~~reference~~agreement. ~~All~~The ~~readers~~forbearance ~~are~~and ~~encouraged~~ninth toamendment ~~read~~agreement ~~the~~further ~~entire~~amends ~~text of~~ the ~~Forbearance~~financing ~~and~~agreement ~~Ninth~~as ~~Amendment~~described ~~Agreement~~below.

OnThe ~~March~~forbearance ~~14,~~and ~~2016,~~ninth ~~counsel~~amendment toagreement provides the ~~Consenting~~Loan ~~Term~~Parties Awith ~~Lenders~~necessary ~~confirmed~~forbearance byfrom ~~email~~the ~~correspondence~~enforcement onby ~~behalf of~~ the ~~Consenting~~secured ~~Term~~lenders Aof ~~Lenders~~default-related ~~that~~rights ~~the~~and ~~Consenting~~remedies ~~Term~~with Arespect ~~Lenders agreed~~ to aexisting ~~ten-day~~financing ~~extension~~agreement defaults of the ~~deadline~~Loan toParties ~~grant~~specified ~~the Warrants and enter into a Step Two Restructuring Term Sheet (as defined~~ in the forbearance and ninth amendment agreement~~) until March 24~~, ~~2016.~~or ~~This extension was conditioned on~~ the ~~agreement~~Specified byDefaults, ~~the~~until ~~Company~~July ~~and the Loan Parties of the following conditions~~31, ~~which conditions were accepted by the Company and the other Loan Parties:~~2016.

1.Under ~~The Company and its subsidiaries will not amend~~ the compensation arrangements of their key employees, executives, officers and directors without the prior written consent of the Consenting Term A Lenders. 2. Upon receipt of Indication of Interest letters or other communications from third parties with respect to a potential Step One Restructuring Transaction, all such communications will be promptly provided to the Consenting Term A Lenders and their counsel. 3. In addition to the requirement in Section 3(e) of the forbearance and ninth amendment agreement ~~for periodic updates~~, the ~~Consenting~~Loan ~~Term~~Parties Ahave ~~Lenders~~the ~~may~~following ~~from~~obligations, ~~time~~among toothers. ~~time~~As ~~contact executives~~applicable, ~~officers~~after ~~and~~each ~~directors~~obligation ofidentified ~~the~~below, ~~Company~~we ~~and~~are ~~its~~disclosing ~~subsidiaries~~our tocurrent ~~discuss~~compliance ~~the business of the Company and its subsidiaries and their ongoing restructuring efforts~~status.

On March 24, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of the Consenting Term A Lenders that the Consenting Term A Lenders agreed to further extend the deadline to grant the warrants and enter into the Step Two Restructuring Term Sheet until March 30, 2016.

	·	The Company must appoint an independent director nominated by the Consenting Term A Lenders to the Board of Directors of the Company and the applicable equivalent Board of each of the Company’s subsidiaries. On February 22, 2016, the Loan Parties appointed Matthew R. Kahn as independent director in satisfaction of this requirement.

	·	The Company must adopt a policy, or the Board Policy, of (i) scheduling meetings of the Board of Directors at least every two weeks from and after February 22, 2016 and until the Term A Loans and Term B Loans (each as defined in the financing agreement) have been indefeasibly paid in full in cash or otherwise restructured in a manner acceptable to the Consenting Term A Lenders, (ii) requiring management to present the Board of Directors of the Company with frequent updates as to the condition of the business and the status of the milestones described in the forbearance and ninth amendment agreement, and (iii) requiring management to provide prompt responses to the questions of any member of the Board of Directors. The Company adopted the Board Policy on February 24, 2016 in satisfaction of this requirement.

On15 ~~March~~Table ~~31, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf~~ of the Consenting Term A Lenders that the Consenting Term A Lenders agreed to further extend the deadline to grant the warrants and enter into the Step Two Restructuring Term Sheet until April 11, 2016. After April 11, 2016, this extension will automatically renew unless the Company receives 24 hours' notice from the Consenting Term A Lenders of the termination of the extension. In connection with this additional waiver, the Company agreed to the following conditions:Contents

1.· OnThe orLoan ~~before~~Parties ~~the~~must ~~close~~enter ofinto ~~business~~deposit onaccount ~~April~~control 1,agreements ~~2016,~~requested by the ~~Company~~Consenting ~~shall~~Term ~~make~~A Lenders. The Loan Parties have complied with this requirement. · The Loan Parties must retain an ~~interest~~investment ~~payment~~bank acceptable to the Consenting Term A Lenders inon terms and conditions acceptable to the ~~amount~~Consenting ofTerm ~~$325~~A Lenders,~~500.~~ ~~The~~to ~~Company~~advise ~~has~~the ~~complied~~Loan Parties in connection with ~~this~~a ~~requirement.~~Qualified 2Refinancing and/or Qualified Private Sale. OnA orQualified ~~before~~Refinancing is generally defined in the ~~close~~forbearance ofand ~~business~~ninth onamendment ~~April~~agreement 1,as ~~2016,~~a ~~the~~refinancing ~~Company~~transaction ~~shall~~resulting ~~wire~~in ~~$75,000~~cash proceeds that are sufficient to ~~counsel~~pay all obligations of the Term A Lenders or that is otherwise acceptable to the Consenting Term A Lenders, asand the independent director and a ~~retainer~~Qualified ~~pursuant~~Private toSale is generally defined in the ~~terms~~forbearance and ninth amendment agreement as a sale of all or a portion of the ~~Engagement~~Loan ~~Letter~~Parties ~~dated~~that asresults in net proceeds that are sufficient to pay all obligations of ~~January~~the ~~27,~~Term ~~2016~~A ~~between~~Lenders ~~counsel~~or that is otherwise acceptable to the Consenting Term A Lenders, and the independent director. The Company engaged an investment bank on February 22, 2016 in satisfaction of this requirement. · The Loan Parties must provide the collateral agent and the Consenting Term A Lenders with an updated perfection certificate on or before February 29, 2016. The Company ~~wired~~delivered ~~these~~a ~~fees~~perfection certificate on ~~April~~February 129, 2016. As· ~~previously~~The ~~reported~~Company bymust issue warrants to the ~~Company~~Consenting inTerm aA ~~current~~Lenders ~~report~~for onthe ~~Form~~purchase ~~8-K~~of ~~filed~~up ~~with~~to ~~the~~an ~~SEC~~aggregate onof ~~February~~2.5% ~~26,~~of ~~2016,~~the common shares of the Company ~~was~~on ~~required~~a fully diluted basis. See below for further discussion of this requirement. · The Loan Parties must pay an amendment fee to ~~agree~~each Consenting Term A Lender equal to 0.25% of the aggregate principal amount of such Consenting Term A Lender’s outstanding loans (both Term A Loans and Term B Loans). The Loan Parties paid the amendment fee in satisfaction of this requirement. · The Company and Loan Parties must pay the reasonable fees and expenses of counsel and other costs and expenses requested by the Consenting Term A Lenders and up to $15,000 in costs and expenses to the Term B Lenders. The Loan Parties initially paid a $150,000 retainer to the counsel of the Consenting Term A Lenders, ~~under~~as required, and have subsequently paid fees and expenses for both the Consenting Term A Lenders and Term B Lenders in accordance with the terms of the Forbearance Agreement. · The Loan Parties must enter into a non-binding term sheet, on terms and conditions that are acceptable to the Consenting Term A Lenders, with respect to a Step Two Restructuring Transaction by March 15, 2016. A Step Two Restructuring Transaction is generally defined in the forbearance and ninth amendment agreement as an out-of-court restructuring on terms and conditions acceptable to the Consenting Term A Lenders or a pre-arranged Chapter 11 bankruptcy on terms and conditions acceptable to the Consenting Term A Lenders. 3On May 31, 2016, the Company delivered a proposal to the Consenting Term A Lenders outlining a Step Two Restructuring Transaction for their review and consideration. NoSee below for further ~~extension~~discussion ~~shall~~of bethis ~~provided~~requirement. ~~unless~~· ~~the~~The Company ~~shall~~is ~~have~~required ~~entered~~to ~~into~~consummate before April 15, 2016 a Step One Restructuring Transaction, which consists of either an ~~engagement~~initial ~~letter~~public ~~with~~offering where the allocation of proceeds is approved by the Consenting Term A Lenders and the independent director, a ~~Chief~~Qualified Refinancing, or a Qualified Private Sale, as described above. If a Step One Restructuring ~~Officer~~Transaction has not been consummated on or before April 1115, 2016, ~~which~~the ~~engagement~~Company ~~letter~~and ~~shall~~the beholders of at least two-thirds of the aggregate principal amount of the Company’s outstanding subordinated seller notes must enter into a restructuring support agreement in form and substance acceptable to the Consenting Term A Lenders in order to implement the Step Two Restructuring Transaction. The Company ~~complied~~continues ~~with~~to ~~this~~use ~~requirement~~its oncommercially reasonable efforts to seek to accomplish a Step One Restructuring Transaction and the Lenders have granted the Company a rolling extension to the April 2115, 2016. 4deadline. ~~Counsel~~· Starting on February 15, 2016, the Loan Parties must pay interest at the default rate under the financing agreement (generally equal to the ~~Consenting~~applicable rate plus 2.00%). This default interest must be paid in cash to the Term A Lenders, ~~also~~and ~~confirmed~~accrued byand ~~email~~added ~~correspondence~~to ~~that~~the ~~its~~principal ~~clients~~balance ~~will~~for ~~not~~Term ~~require~~B ~~the~~Loans. ~~Company~~The toLoan ~~make~~Parties ~~further~~complied ~~administrative~~with ~~agent~~this ~~fee~~requirement ~~payments~~through toMay ~~Cortland~~31, ~~Capital~~2016, ~~Market~~at ~~Services~~which ~~LLC~~time ~~until~~the acash ~~further~~payment ~~agreement~~of ~~has~~the ~~been~~Term ~~reached~~A asinterest towas ~~its~~suspended. ~~fee~~See below for further discussion of this requirement.

2916 Table of Contents

On· ~~June~~Upon 1,request ~~2016~~by the Consenting Term A Lenders, ~~counsel~~the existing engagement letter between the Loan Parties and the consulting firm engaged to provide a chief restructuring officer must be amended to include additional services and responsibilities requested by the Consenting Term A ~~Lenders~~Loans ~~confirmed~~which byare ~~email~~consistent ~~correspondence~~with onthe ~~behalf~~fiduciary duties of the Company and the Loan Parties. There have been two additional amendments to the engagement letter that were requested by the Consenting Term A Lenders, ~~that~~and accommodated by the Company. Upon an additional request by the Consenting Term A Lenders, ~~agreed~~the ~~not~~Company intends to ~~enforce~~continue ~~their~~to ~~rights~~comply towith ~~require~~this ~~the~~requirement. ~~Company~~· The Loan Parties must provide cash forecasts starting February 29, 2016 and every twenty days after the last day of each calendar month for the upcoming 13-week period. Starting March 16, 2016, the Loan Parties tomust ~~perform~~also provide a bi-weekly report stating their ~~obligations~~actual ~~under~~cash receipts and disbursements for the ~~forbearance~~immediately preceding week and ~~ninth~~a ~~amendment~~reconciliation ~~agreement~~between actual and ~~the~~projected ~~financing~~cash ~~agreement~~receipts ~~generally~~and ordisbursements and explanation for causes for variations. The Company has complied with this requirement and does not expect any compliance issues with respect to ~~meet~~the same in the ~~deadlines~~future. ~~specified~~· ~~therein,~~The ~~including~~Loan ~~without~~Parties ~~limitation,~~are prohibited from making any cash payments for accrued and unpaid interest on or principal of the ~~obligations~~outstanding subordinated seller notes. The Company intends to comply with this requirement and ~~deadlines~~does ~~itemized~~not ~~below,~~expect ~~until~~any 24compliance ~~hours~~issues ~~following~~with respect to the ~~date~~same. ~~that~~· ~~the~~Unless ~~Consenting~~a Step One Restructuring Transaction or a Step Two Restructuring Transaction has occurred or the Term A ~~Lenders~~Loans ~~notify~~and the ~~Company~~Term B Loans have been paid in ~~writing~~full ~~that~~in ~~they~~cash ~~revoke~~or ~~such~~otherwise ~~waiver,~~restructured ~~which~~in wea ~~refer~~manner acceptable to as the ~~Revocation~~Consenting ~~Notice.~~Term ~~This~~A ~~agreement~~Lenders ~~was~~prior ~~subject~~to the first to occur of a Termination Event or the ~~payment~~outside bydate of July 31, 2016, the Company tomust ~~counsel~~deliver the membership interests of Christals Acquisition to the ~~Consenting~~collateral agent of for further distribution to the Term A Lenders ofand Term B Lenders in a ~~$100,000~~manner ~~retainer~~consistent ~~which~~with ~~will~~the befinancing ~~applied~~agreement. A Termination Event is generally defined in the ~~ordinary~~forbearance ~~course~~and toninth ~~pay~~amendment ~~for~~agreement ~~legal~~as ~~services~~a ~~rendered~~default ~~and~~or event of default other than the Specified Defaults, a failure to becomply ~~rendered~~with bythe ~~such~~other ~~firm~~requirements onof ~~behalf~~the forbearance and ninth amendment agreement, the pursuit of an alternative transaction that is inconsistent with the forbearance and ninth amendment agreement as determined by the Consenting Term A Lenders, the breach of any representation or warranty in ~~connection~~the ~~with~~forbearance and ninth amendment agreement and certain other breaches or defaults specified in the ~~restructuring~~forbearance ~~efforts~~and ninth amendment agreement. The Company ~~paid~~continues to pursue all options to find an acceptable resolution, including the ~~$100~~pursuit of a Step One Restructuring Transaction,~~000~~ ~~retainer~~and is awaiting a response from the Consenting Term A Lenders on ~~June~~the 1Step Two Restructuring Proposal that was submitted by the Company on May 31, 2016. See below for further discussion of this requirement.

The ~~obligations~~foregoing ~~under~~is a summary description of certain terms of the forbearance and ninth amendment agreement, ~~that~~and ~~the~~by ~~Consenting~~its ~~Term~~nature is incomplete. A ~~Lenders~~copy ~~agreed~~of ~~not~~the Forbearance and Ninth Amendment Agreement was filed on April 14, 2016, as Exhibit 10.31 to ~~enforce~~the ~~until~~Company’s 24report ~~hours~~on ~~following~~Form ~~receipt~~10-K offor the ~~Revocation~~fiscal ~~Notice~~year ended December 31, 2015, and is incorporated into this report by reference. All readers are encouraged to read the ~~Company~~entire ~~include~~text of the ~~following:~~Forbearance and Ninth Amendment Agreement.

·On ~~The~~March ~~requirement~~14, 2016, counsel to ~~enter~~the ~~into~~Consenting aTerm ~~Restructuring~~A ~~Support~~Lenders ~~Agreement~~confirmed ~~(as~~by ~~defined~~email incorrespondence on behalf of the ~~forbearance~~Consenting ~~and~~Term ~~ninth~~A ~~amendment~~Lenders ~~agreement)~~that bythe ~~May~~Consenting 1,Term ~~2016;~~A ·Lenders ~~The~~agreed ~~requirement~~to a ten-day extension of the deadline to ~~close~~grant anthe ~~Acceptable~~Warrants ~~Out~~and ofenter ~~Court~~into a Step Two Restructuring Term Sheet (as defined in the forbearance and ninth amendment agreement) byuntil ~~May~~March 3124, 2016;. ·This ~~The~~extension ~~requirement~~was toconditioned ~~make~~on anthe ~~interest~~agreement ~~payment~~ by ~~June~~the 1,Company ~~2016~~ and tothe ~~make~~Loan ~~other~~Parties ~~interest~~of ~~payments in~~ the ~~future~~following ~~until~~conditions, anwhich ~~out~~conditions ofwere ~~court~~accepted ~~restructuring~~by ~~is reached or~~ the Company ~~receives the Revocation Notice;~~ and ~~· The requirement to have an Acceptable Pre-Arranged Chapter 11 Bankruptcy (as defined in~~ the ~~forbearance~~other ~~and~~Loan ~~ninth amendment agreement) closing date by June 15, 2016.~~Parties:

On· ~~July~~The ~~25,~~Company ~~2016,~~and ~~counsel~~its tosubsidiaries will not amend the ~~Consenting~~compensation ~~Term~~arrangements Aof ~~Lenders~~their ~~confirmed~~key byemployees, ~~email~~executives, ~~correspondence~~officers onand ~~behalf~~directors without the prior written consent of the Consenting Term A Lenders. ~~that~~· ~~the~~Upon ~~requirement~~receipt toof ~~complete~~Indication aof ~~the~~Interest ~~Stock~~letters ~~Turnover~~or ~~Transaction~~other iscommunications ~~also~~from ~~covered~~third byparties ~~the~~with ~~waiver~~respect ~~obtained~~to bya ~~the~~potential ~~Company~~Step onOne ~~June~~Restructuring 1Transaction, ~~2016~~all sosuch ~~that~~communications will be promptly provided to the ~~Company~~Consenting isTerm ~~not~~A ~~required~~Lenders toand ~~effectuate~~their acounsel. ~~Stock~~· ~~Turnover~~In ~~Transaction~~addition ~~until~~to 24the ~~hours~~requirement ~~following~~in Section 3(e) of the ~~date~~forbearance ~~that~~and ninth amendment agreement for periodic updates, the Consenting Term A Lenders ~~notify~~may from time to time contact executives, officers and directors of the Company inand ~~writing~~its ~~that~~subsidiaries ~~they~~to ~~revoke~~discuss ~~such~~the ~~waiver~~business (of the ~~"Revocation~~Company ~~Notice")~~and its subsidiaries and their ongoing restructuring efforts.

~~None~~17 ofTable ~~the Consenting Term A Lenders waived any~~ of its rights and remedies under the forbearance and ninth amendment agreement or the financing agreement generally. Instead, the Consenting Term A Lenders agreed to not enforce such rights until 24 hours following receipt by the Company of a Revocation Notice.Contents

~~There~~On ~~can~~March be24, no2016, ~~assurance~~counsel ~~that we will be able~~ to ~~obtain~~the ~~additional~~Consenting ~~waivers,~~Term orA ~~that~~Lenders weconfirmed ~~will~~by ~~continue~~email tocorrespondence beon inbehalf ~~compliance~~of ~~with~~ the ~~terms~~Consenting ~~and~~Term ~~conditions~~A ofLenders that the ~~agreements~~Consenting ~~with~~Term ~~our~~A ~~secured~~Lenders ~~and~~agreed ~~other~~to ~~lenders.~~further Ifextend wethe ~~fail~~deadline to ~~obtain~~grant ~~waivers~~the orwarrants ~~default~~and onenter ~~our~~into ~~secured~~the ~~debt,~~Step ~~then~~Two ~~our~~Restructuring ~~lenders~~Term ~~may~~Sheet beuntil ~~able~~March ~~to accelerate such debt or take other action against us~~30, ~~which would have material adverse consequences on our financial condition and our ability to continue to operate~~2016.

~~Obligations~~On ~~Under~~March ~~Material~~31, ~~Contracts~~2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of the Consenting Term A Lenders that the Consenting Term A Lenders agreed to further extend the deadline to grant the warrants and enter into the Step Two Restructuring Term Sheet until April 11, 2016. After April 11, 2016, this extension will automatically renew unless the Company receives 24 hours’ notice from the Consenting Term A Lenders of the termination of the extension. In connection with this additional waiver, the Company agreed to the following conditions:

~~Except~~· ~~with~~On ~~respect~~or tobefore the ~~loan~~close ~~obligations~~of ~~disclosed~~business ~~above~~on April 1, ~~and~~2016, the ~~minimum~~Company ~~amounts~~shall ~~due~~make ~~under~~an ~~various~~interest ~~lease~~payment ~~arrangements~~to ~~for~~the ~~our~~Term ~~stores,~~A ~~corporate~~Lenders ~~headquarters and warehouse (which are more fully described~~ in ~~Note~~the 5amount of ~~the Condensed Notes to the Consolidated Financial Statements contained herein)~~$325,500. weThe ~~have~~Company nohas ~~material~~complied ~~obligations~~with tothis ~~pay cash or deliver cash to any other party~~requirement.

30· ~~Table~~On or before the close of ~~Contents~~business on April 1, 2016, the Company shall wire $75,000 to counsel to the Consenting Term A Lenders, as a retainer pursuant to the terms of the Engagement Letter dated as of January 27, 2016 between counsel to the Consenting Term A Lenders, the Company and the Consenting Term A Lenders. The Company wired these fees on April 1, 2016. As previously reported by the Company in a current report on Form 8-K filed with the SEC on February 26, 2016, the Company was required to agree to pay the reasonable fees and expenses of counsel to the Consenting Term A Lenders under the forbearance and ninth amendment agreement. · No further extension shall be provided unless the Company shall have entered into an engagement letter with a Chief Restructuring Officer on or before April 11, 2016, which engagement letter shall be in form and substance acceptable to the Consenting Term A Lenders. The Company complied with this requirement on April 21, 2016. · Counsel to the Consenting Term A Lenders also confirmed by email correspondence that its clients will not require the Company to make further administrative agent fee payments to Cortland Capital Market Services LLC until a further agreement has been reached as to its fee.

~~Impact~~On June 1, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of ~~Inflation~~the Consenting Term A Lenders that the Consenting Term A Lenders agreed not to enforce their rights to require the Company and ~~Changing~~the ~~Prices~~Loan Parties to perform their obligations under the forbearance and ninth amendment agreement and the financing agreement generally or to meet the deadlines specified therein, including without limitation, the obligations and deadlines itemized below, until 24 hours following the date that the Consenting Term A Lenders notify the Company in writing that they revoke such waiver, which we refer to as the Revocation Notice. This agreement was subject to the payment by the Company to counsel to the Consenting Term A Lenders of a $100,000 retainer which will be applied in the ordinary course to pay for legal services rendered and to be rendered by such firm on behalf of the Consenting Term A Lenders in connection with the restructuring efforts. The Company paid the $100,000 retainer on June 1, 2016.

~~Although~~The weobligations dounder ~~not~~the ~~believe~~forbearance ~~that~~and ~~inflation~~ninth ~~has~~amendment ~~had~~agreement athat ~~material impact on our financial position or results of operations to date, a high rate of inflation in~~ the ~~future~~Consenting ~~could~~Term ~~have~~A anLenders ~~adverse~~agreed ~~effect~~not ~~on our ability~~ to ~~maintain~~enforce ~~current~~until ~~levels~~24 ofhours ~~gross~~following ~~profit~~receipt ~~and could result in an increase in operating expenses, as a percentage~~ of ~~revenue,~~the ifRevocation weNotice ~~cannot~~by ~~increase~~the ~~our~~Company ~~retail~~include ~~prices to cover these increased costs. In addition, inflation could materially increase~~ the ~~interest~~following: ~~rates that we are able to obtain, if we were to refinance our debt or increase our borrowings.~~

~~Off~~· The requirement to enter into a Restructuring Support Agreement (as defined in the forbearance and ninth amendment agreement) by May 1, 2016; · The requirement to close an Acceptable Out of Court Restructuring (as defined in the forbearance and ninth amendment agreement) by May 31, 2016; · The requirement to make an interest payment by June 1, 2016 and to make other interest payments in the future until an out of court restructuring is reached or the Company receives the Revocation Notice; and · The requirement to have an Acceptable Pre-~~Balance~~Arranged ~~Sheet~~Chapter ~~Arrangements~~11 Bankruptcy (as defined in the forbearance and ninth amendment agreement) closing date by June 15, 2016.

We18 doTable not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of ~~operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.~~Contents

~~Seasonality~~On July 25, 2016, counsel to the Consenting Term A Lenders confirmed by email correspondence on behalf of the Consenting Term A Lenders that the requirement to complete a the Stock Turnover Transaction is also covered by the waiver obtained by the Company on June 1, 2016 so that the Company is not required to effectuate a Stock Turnover Transaction until 24 hours following the date that the Consenting Term A Lenders notify the Company in writing that they revoke such waiver.

~~Our~~None ~~business~~of isthe ~~subject~~Consenting toTerm ~~seasonal~~A ~~fluctuation.~~Lenders ~~Significant~~waived ~~portions~~any of ~~our~~its ~~net~~rights ~~sales~~ and ~~profits~~remedies ~~are~~under ~~realized during~~ the ~~fourth~~forbearance ~~quarter~~and ofninth ~~the~~amendment ~~fiscal~~agreement ~~year~~or ~~due to~~ the ~~holiday~~financing ~~selling~~agreement ~~season~~generally. ~~To a lesser extent~~Instead, our business is also affected by Valentine's Day. Any decrease in sales during these higher sales volume periods could have an adverse effect on our business, financial condition, or operating results for the ~~entire~~Consenting ~~fiscal~~Term ~~year.~~A ~~Our~~Lenders ~~quarterly~~agreed ~~results of operations have varied in the past and are likely~~ to donot soenforce ~~again in the future. As~~ such, werights ~~believe~~until ~~that~~24 ~~period-to-period~~hours ~~comparisons~~following ofreceipt ~~our~~by ~~results~~the ofCompany ~~operations should not be relied upon as an indication~~ of ~~our~~a ~~future~~Revocation ~~performance~~Notice.

~~Critical~~On ~~Accounting~~September ~~Policies~~30, 2016, the lenders agreed to waive compliance by the Loan Parties to use their best efforts to maintain with a responsible insurance company “key man” life insurance with respect to Lisa Berman (as successor officer to Barry Soosman) and the borrowers to pay to the Term A Agent (as defined in the financing agreement) for its own account, quarterly in arrears on the last day of each calendar quarter and on the date the obligations are paid in full, an administrative fee in the amount of $15,000 (or a pro rata portion in the case of the final payment of such fee).

The ~~preparation~~foregoing ofis ~~financial~~a ~~statements~~summary indescription ~~conformity~~of ~~with~~certain ~~accounting~~terms ~~principles~~of ~~generally~~this ~~accepted in the United States requires our management to make assumptions~~waiver, ~~estimates~~ and ~~judgments that affect the amounts reported~~, ~~including~~by ~~the~~its ~~notes thereto~~nature, ~~and~~is ~~related disclosures of commitments and contingencies, if any~~incomplete. WeA ~~have~~copy ~~identified~~of ~~certain accounting policies that are significant to~~ the ~~preparation~~waiver ofwas ~~our~~filed ~~financial~~as ~~statements.~~Exhibit ~~These accounting policies are important for an understanding of our financial condition and results of operation~~10.5 ~~Critical accounting policies are those that are most important~~ to ~~the portrayal of~~ our ~~financial~~report ~~conditions~~on ~~and~~Form ~~results~~8-K offiled ~~operations~~on ~~and~~October ~~require management's difficult~~6, ~~subjective,~~2016 orand ~~complex~~is ~~judgment,~~incorporated ~~often~~into asthis areport ~~result~~by ~~of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods~~reference. ~~Certain~~All ~~accounting~~readers ~~estimates~~ are ~~particularly~~encouraged ~~sensitive because of their significance~~ to ~~financial~~read ~~statements~~the ~~and~~entire ~~because~~text of the ~~possibility that future events affecting the estimate may differ significantly from management's current judgments~~waiver. ~~We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:~~

~~Inventory.~~There ~~Inventory~~can ~~consists~~be ofno ~~merchandise~~assurance ~~acquired~~that ~~for~~we ~~resale~~will ~~and~~be isable ~~valued~~to atobtain ~~the~~additional ~~lower~~waivers, ofor ~~cost~~that orwe ~~market,~~will continue to be in compliance with ~~cost~~the ~~determined~~terms onand aconditions ~~FIFO~~of ~~basis,~~the agreements with our secured and ~~includes~~other ~~costs~~lenders. If we fail to ~~purchase~~obtain ~~and~~waivers ~~distribute~~or ~~the~~default ~~goods~~on our secured debt, ~~net~~then ofour ~~any~~lenders ~~markdowns~~may be able to accelerate such debt or ~~volume~~take ~~discounts.~~other Weaction ~~maintain~~against ~~reserves~~us, ~~for~~which ~~potential~~would ~~obsolescence~~have material adverse consequences on our financial condition and ~~shrinkage~~our ability to continue to operate.

~~Vendor~~Obligations ~~Allowances.~~Under WeMaterial receive allowances from vendors in the normal course of business, including markdown allowances, purchase volume discounts and rebates, and other merchandise credits. Vendor allowances are recorded as a reduction of the vendor's product cost and are recognized in cost of sales as the product is sold. Contracts

~~Fair~~Except ~~Value~~with ofrespect ~~Financial~~to ~~Instruments.~~the ~~Our~~loan ~~management~~obligations ~~believes~~disclosed above, and the ~~carrying~~minimum amounts ofdue ~~cash~~under ~~and~~various ~~cash~~lease ~~equivalents,~~arrangements ~~accounts~~for ~~receivable~~our stores, corporate headquarters and ~~accounts~~warehouse ~~payable~~(which ~~and~~are ~~accrued~~more ~~expenses~~fully ~~approximate~~described ~~fair~~in ~~value~~Note ~~due~~5 of the Notes to ~~their~~the ~~short~~Consolidated ~~maturity~~Financial Statements contained herein), we have no material obligations to pay cash or deliver cash to any other party.

31Impact ~~Table~~ of ~~Contents~~Inflation and Changing Prices

~~Long-Lived~~Although ~~Assets.~~we ~~Property~~do ~~and~~not ~~equipment~~believe ~~are~~that ~~stated~~inflation athas ~~cost.~~had ~~Maintenance~~a ~~and~~material ~~repair~~impact ~~costs~~on ~~are~~our ~~charged~~financial position or results of operations to ~~expense~~date, a high rate of inflation in the future could have an adverse effect on our ability to maintain current levels of gross profit and could result in an increase in operating expenses, as ~~incurred~~a percentage of revenue, if we cannot increase our retail prices to cover these increased costs. ~~Depreciation~~In isaddition, ~~provided~~inflation ~~using~~could materially increase the ~~straight-line~~interest ~~method~~rates ~~with~~that ~~estimated~~we ~~useful~~are ~~lives~~able asto ~~indicate~~obtain, ~~below:~~if we were to refinance our debt or increase our borrowings.

Furniture and equipment	7 years
Software	3 years
Computer equipment	5 years
Leasehold improvements	15 years

Off-Balance Sheet Arrangements

~~Leasehold~~We ~~improvements~~do not have any off-balance sheet arrangements that have or are ~~amortized~~reasonably ~~using~~likely ~~the~~to ~~straight-line~~have ~~method~~a ~~over~~current ~~the~~or ~~lesser~~future ofeffect ~~the~~on ~~estimated~~our ~~useful~~financial ~~lives~~condition, ofchanges ~~the~~in ~~related~~financial ~~assets~~condition, revenues or ~~the~~expenses, ~~leases~~results ~~term~~of operations, ~~and~~liquidity ~~this~~or ~~amortization~~capital expenditures or capital resources that is ~~included~~material to an investor in ~~depreciation~~our securities.

Impairment of Long-Lived Assets. We review long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted cash flows. If long-lived assets are impaired, an impairment loss is recognized and is measured as the amount by which the carrying value exceeds the estimated fair value of the assets. The estimation of future undiscounted cash flows from operating activities requires significant estimates of factors that include future sales growth and gross margin performance. Management believes they have appropriately determined future cash flows and operating performance; however, should actual results differ from those expected, additional impairment may be required. No significant impairment charges have been recognized in fiscal 2016 or 2015.Seasonality

~~Goodwill.~~Our ~~Goodwill~~business ~~represents~~is ~~the~~subject ~~excess~~to ofseasonal ~~cost~~fluctuation. ~~over~~Significant ~~the~~portions ~~fair value~~ of our net ~~assets~~sales ~~acquired using acquisition accounting~~ and isprofits ~~not~~are ~~amortized.~~realized ~~Under~~during ~~FASB~~the ~~ASC~~fourth ~~350,~~quarter ~~Intangibles~~of -the ~~Goodwill~~fiscal ~~and~~year ~~Other,~~due ~~goodwill~~to ~~and~~the ~~indefinite-lived~~holiday ~~intangible~~selling ~~assets are reviewed at least annually for impairment~~season. ~~Acquired~~To ~~intangible~~a ~~assets~~lesser ~~with~~extent, ~~definite~~our ~~lives~~business ~~are~~is ~~amortized~~also ~~over~~affected ~~their~~by ~~individual~~Valentine’s ~~useful lives~~Day. OnAny atdecrease ~~least an annual basis, management assesses whether there has been any impairment~~ in ~~the~~sales ~~value~~during ofthese ~~goodwill~~higher bysales ~~first~~volume ~~comparing~~periods ~~the~~could ~~fair~~have ~~value~~an toadverse ~~the~~effect ~~net~~on ~~carrying~~our ~~value.~~business, Iffinancial ~~the carrying value exceeds its estimated fair value~~condition, aor ~~second~~operating ~~step~~results isfor ~~performed to compute~~ the ~~amount~~entire offiscal ~~the impairment~~year. AnOur ~~impairment~~quarterly ~~loss~~results isof ~~recognized~~operations ifhave ~~the~~varied ~~implied~~in ~~fair value of~~ the ~~asset~~past ~~being~~and ~~tested~~are islikely ~~less~~to ~~than~~do ~~its~~so ~~carrying~~again ~~value.~~in ~~In this event,~~ the ~~asset is written down accordingly~~future. ~~The~~As ~~fair values of goodwill impairment testing are determined using valuation techniques based on estimates~~such, ~~judgments~~we ~~and~~believe ~~assumptions~~that ~~management~~period-to-period ~~believes~~comparisons ~~are~~of ~~appropriate~~our inresults ~~the~~of ~~circumstances.~~operations Atshould ~~December~~not ~~31,~~be ~~2015,~~relied weupon ~~took~~as aan ~~$40.6~~indication ~~million~~of ~~goodwill~~our ~~impairment~~future ~~charge~~performance.

~~Finance~~19 ~~Costs,~~Table ~~Net. We are a party to debt agreements that contain non-interest fees and expenses, such as underwriting and covenant waiver fees. These fees are accrued as incurred and amortized over the life~~ of ~~the financing agreement.~~ Contents

~~Revenue~~Critical ~~Recognition.~~Accounting WePolicies derive revenues from sale of merchandise and upon the following: (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered, (3) the seller's price to the buyer is fixed or determinable, and (4) collectability is reasonably assured.

~~Cost~~The preparation of ~~Goods~~financial ~~Sold~~statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. ~~Cost~~We have identified certain accounting policies that are significant to the preparation of ~~goods~~our ~~sold~~financial ~~consists~~statements. ~~primarily~~These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the ~~merchandise~~portrayal ~~cost~~of our financial conditions and results of ~~products~~operations ~~sold~~and require management’s difficult, ~~including~~subjective, ~~inbound~~or ~~freight~~complex judgment, ~~duties~~often as a result of the need to make estimates about the effect of matters that are inherently uncertain and ~~packaging~~may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

~~Recent~~Inventory. ~~Accounting~~Inventory ~~Pronouncements~~consists of merchandise acquired for resale and is valued at the lower of cost or market, with cost determined on a FIFO basis, and includes costs to purchase and distribute the goods, net of any markdowns or volume discounts. We maintain reserves for potential obsolescence and shrinkage.

~~See~~Vendor ~~Note~~Allowances. 2We toreceive ~~our~~allowances ~~unaudited~~from ~~condensed~~vendors ~~consolidated~~in ~~financial~~the ~~statements~~normal ~~included~~course ~~elsewhere~~of business, including markdown allowances, purchase volume discounts and rebates, and other merchandise credits. Vendor allowances are recorded as a reduction of the vendor’s product cost and are recognized in ~~this~~cost ~~report~~of sales as the product is sold.

32Fair ~~Table~~Value of ~~Contents~~Financial Instruments. Our management believes the carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate fair value due to their short maturity.

Long-Lived Assets. Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. Depreciation is provided using the straight-line method with estimated useful lives as indicate below:

Furniture and equipment		7 years
Software		3 years
Computer equipment		5 years
Leasehold improvements		15 years

Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the related assets or the leases term, and this amortization is included in depreciation.

Impairment of Long-Lived Assets. We review long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted cash flows. If long-lived assets are impaired, an impairment loss is recognized and is measured as the amount by which the carrying value exceeds the estimated fair value of the assets. The estimation of future undiscounted cash flows from operating activities requires significant estimates of factors that include future sales growth and gross margin performance. Management believes they have appropriately determined future cash flows and operating performance; however, should actual results differ from those expected, additional impairment may be required. No significant impairment charges have been recognized in fiscal 2016 or 2015.

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Goodwill. Goodwill represents the excess of cost over the fair value of net assets acquired using acquisition accounting and is not amortized. Under FASB ASC 350, Intangibles - Goodwill and Other, goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their individual useful lives. On at least an annual basis, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of goodwill impairment testing are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. At December 31, 2015, we took a $40.6 million goodwill impairment charge.

Finance Costs, Net. We are a party to debt agreements that contain non-interest fees and expenses, such as underwriting and covenant waiver fees. These fees are accrued as incurred and amortized over the life of the financing agreement.

Revenue Recognition. We derive revenues from sale of merchandise and upon the following: (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered, (3) the seller’s price to the buyer is fixed or determinable, and (4) collectability is reasonably assured.

Cost of Goods Sold. Cost of goods sold consists primarily of the merchandise cost of products sold, including inbound freight, duties and packaging.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). 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 SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer, Ms. Lisa Berman, and Chief Financial Officer, Ms. Janet Mathews, of the effectiveness of the design and operation of our disclosure controls and procedures, as of ~~June~~September 30, 2016. Based upon, and as of the date of this evaluation, Mmes. Berman and Mathews determined that, because of the material weaknesses described in Item 9A "“Controls and Procedures"” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which we are still in the process of remediating as of ~~June~~September 30, 2016, our disclosure controls and procedures were not effective. Investors are directed to Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for the description of these weaknesses.

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Changes in Internal Control Over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

During its evaluation of the effectiveness of internal control over financial reporting as of ~~June~~September 30, 2016, our management identified material weaknesses associated with separation of duties, software and system process documentation and testing, and other internal control testing. As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, our management has identified the steps necessary to address the material weaknesses and will continue with the design and implementation of remedial procedures to address these weaknesses, and the replacement and upgrade of its computer systems as resourced become available. Certain changes associated with the lack of separation of duties will not be implemented until we have restructured our debt and are able to hire the additional staff necessary to bring our Company into compliance.

Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the ~~second~~third quarter of fiscal 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3322 Table of Contents

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

Not applicable as we are a smaller reporting company. See, however, the risk factors contained in Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2015. Please also see the risk factors contained in our Form S-1/A, dated October 30, 2015.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We did not sell any equity securities during the ~~second~~third quarter of fiscal year 2016 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the quarter.

During the three-month period ended ~~June~~September 30, 2016, we did not repurchase any shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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ITEM 5. OTHER INFORMATION.

WeOn ~~have~~November no11, ~~information~~2016, we entered into an investment banking engagement agreement, which we refer to ~~disclose~~as ~~that~~the ~~was~~engagement ~~required~~letter, with SSG Advisors, LLC and its affiliated broker-dealer SSG Capital Advisors, LLC, or SSG, and Lake Street Capital Markets, or Lake Street, who along with SSG, we refer to beas inthe aadvisors. ~~report~~Pursuant to the engagement agreement, we engaged the advisors for advice and investment banking services on ~~Form~~an ~~8-K~~exclusive ~~during~~basis in connection with the ~~second~~sale ~~quarter~~of our business or some part(s) of ~~fiscal~~our ~~year~~business, ~~2016~~which we refer to as a sale, ~~but~~and/or ~~was~~a ~~not~~restructuring ~~reported~~of our balance sheet with existing stakeholders and lenders, which we refer to as a restructuring. ~~There~~In ~~have~~addition, ~~been~~upon noour ~~material~~request ~~changes~~the advisors will also provide certain financial advisory services as well as valuation services. We agreed to give the ~~procedures~~advisors byexclusive ~~which~~authority ~~security~~to ~~holders~~initiate ~~may~~and ~~recommend~~conduct ~~nominees~~discussions and assist and advise us regarding prospective purchasers. We also agreed to ~~our~~identify ~~board~~to the advisors all prospective purchasers and investors who had been in contact prior to the date of ~~directors~~the engagement agreement, and all prospective purchasers who come in contact with us during the term of the engagement agreement. We may reject any proposed sale or restructuring regardless of the proposed terms.

34The ~~Table~~engagement agreement requires us to pay to the advisors the following fees. A fee of ~~Contents~~$25,000, or the initial fee, which was due and payable to SSG upon the execution of the engagement agreement, and monthly fees of $25,000, or the monthly fees, which are due and payable each month beginning November 2016 and continuing during the term of the engagement agreement. The advisors will seek to identify an interested purchaser of our company and the fee payable to the advisors for the sale will be dependent upon whether there any other interested purchasers that make a bid higher than the initial purchaser’s bid, which we refer to as an overbid. The fees payable upon a sale range from $300,000 to $480,000 plus 5.0% of any overbid with credits for the initial fee and monthly fees. In the case of a restructuring with our lenders instead of a sale, SSG would be entitled to a fee equal to $300,000. We will not be required to pay both a sale fee and a restructuring fee. The initial fee and the monthly fees would also be credited against the restructuring fee. Finally, if we request financial advisory services, we would be required to pay an additional fee of $250,000 and if we request a valuation, we would be required to pay an additional fee of $50,000. In addition to the above fees, the advisors will be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in connection with the subject matter of the engagement agreement.

The engagement agreement term will be six months and then may be terminated by either party upon 30 days’ written notice to the other, except that either party may terminate the engagement agreement immediately upon the closing of a sale or restructuring. If a sale or restructuring occurs within twelve months of the termination of the engagement agreement with a party with whom the Advisors had contact during the term of the engagement agreement, then we would remain obligated to pay a sale fee as calculated above.

The foregoing is a summary description of certain terms of the engagement agreement, and, by its nature, is incomplete. A copy of the engagement agreement is filed as Exhibit 10.3 to this report and is incorporated into this report by reference. All readers are encouraged to read the entire text of the agreement.

Also on November 11, 2016, we entered into an engagement agreement, which we refer to as the Traverse engagement agreement, with Traverse LLC, or Traverse, for certain restructuring consulting services. These services will include Traverse making available to the Company a Chief Restructuring Officer, or CRO, and other employees of Traverse, who we refer to as the additional personnel, as required to assist the CRO in providing these services. The CRO and the additional personnel will report to and take direction from the Company’s board of directors to provide comprehensive support to the Company with respect to its pursuit of restructuring alternatives. The Company will pay a fixed monthly fee of $50,000 and a security retainer advance of $25,000. The Traverse engagement agreement will have a term of six months but may be terminated by either party upon thirty days’ prior written notice to the other.

The foregoing is a summary description of certain terms of the Traverse Engagement Agreement, and, by its nature, is incomplete. A copy of the Traverse Engagement Agreement is filed as Exhibit 10.4 to this report and is incorporated into this report by reference. All readers are encouraged to read the entire text of the agreement.

Except as specified above, we have no information to disclose that was required to be in a report on Form 8-K during the third quarter of fiscal year 2016, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

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ITEM 6. EXHIBITS.

The following exhibits are filed with this report, except those indicated as having previously been filed with the SEC and are incorporated by reference to another report, registration statement or form. As to any stockholder of record requesting a copy of this report, we will furnish any exhibit indicated in the list below as filed with this report upon payment to us of our expenses in furnishing the information.

Exhibit No.		Description
10.1		Forbearance and Ninth Amendment Agreement, dated as of February 22, 2016 (incorporated by reference to Exhibit 10.31 to the Form 10-K filed by the Company with the Securities and Exchange Agreement on April 14, 2016).
10.2		Waiver and Consent: Key Man Insurance; Term A Agent Fee, dated September 30, 2016 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on October 6, 2016).
10.3		Engagement Agreement among Peekay Boutiques, Inc., SSG Advisors, LLC and its affiliated broker-dealer SSG Capital Advisors, LLC, and Lake Street Capital Markets, dated November 11, 2016.
10.4		Engagement Agreement between Peekay Boutiques, Inc. and Traverse, LLC, dated November 11, 2016.
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).

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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.

	PEEKAY BOUTIQUES, INC.
Date: August 9, 2016	By:	/s/ Lisa Berman
Date: November 14, 2016	By:	/s/ Lisa Berman
	Name:	Lisa Berman
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Janet Mathews
	Name:	Janet Mathews
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Forbearance and Ninth Amendment Agreement, dated as of February 22, 2016 (incorporated by reference to Exhibit 10.31 to the Form 10-K filed by the Company with the Securities and Exchange Agreement on April 14, 2016).
10.2		Waiver and Consent: Key Man Insurance; Term A Agent Fee, dated September 30, 2016 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on October 6, 2016).
10.3		Engagement Agreement among Peekay Boutiques, Inc., SSG Advisors, LLC and its affiliated broker-dealer SSG Capital Advisors, LLC, and Lake Street Capital Markets, dated November 11, 2016.
10.4		Engagement Agreement between Peekay Boutiques, Inc. and Traverse, LLC, dated November 11, 2016.
31.1		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Interactive data files pursuant to Rule 405 of Regulation S-T (furnished herewith).

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