XFit Brands (XFTB) 10-Q 16 Nov 15 2016 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Sep. 30, 2015	Nov. 16, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	XFIT BRANDS, INC.
Entity Central Index Key	1,623,554
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,098,500
Trading Symbol	XFTB
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Current Assets
Cash	$ 21,642	$ 51,016
Accounts receivable	85,906	92,823
Royalties receivable	50,000	75,000
Inventory	220,164	169,292
Prepaid expenses	233,307	333,572
Total Current Assets	611,019	721,703
Long Term Assets
Property and equipment, net	37,693	42,292
Other assets
Deposits	27,480	27,480
Intangible assets, net	41,481	52,264
TOTAL ASSETS	717,673	843,739
Current Liabilities
Accounts payable	687,342	446,063
Related party payable	95,620	95,620
Accrued expenses and interest	104,537	129,182
Customer deposits	90,951	$ 158,467
Line of credit	19,224
Total Current Liabilities	997,674	$ 829,332
Note payable, net	1,722,698	1,705,417
Total Liabilities	$ 2,720,372	$ 2,534,749
Commitments and contingencies (Note 8)
Stockholders' Deficit
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2015 and June 30, 2015
Common stock, $0.0001 par value, 250,000,000 shares authorized, 4,098,500 and 4,073,500 shares issued and outstanding as of September 30, 2015 and June 30, 2015, respectively	$ 409	$ 407
Additional paid in capital	4,444,072	4,319,074
Accumulated deficit	(6,447,180)	(6,010,491)
Total Stockholders' Deficit	(2,002,699)	(1,691,010)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 717,673	$ 843,739

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Jun. 30, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	4,098,500	4,073,500
Common stock, shares outstanding	4,098,500	4,073,500

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Revenues:
Product sales	$ 473,257	$ 231,203
Royalties		62,948
Total revenues	$ 473,257	294,151
Cost of revenues	258,845	208,051
Gross profit	214,412	86,100
Operating expenses
General and administrative	444,930	314,084
Sales and marketing	89,894	46,292
Total operating expenses	534,824	360,376
Loss from operations	(320,412)	(274,276)
Interest expense	$ (116,277)	(77,608)
Other income (expense)		2,000
Net Loss	$ (436,689)	$ (349,884)
(Loss) income per common share - basic and diluted	$ (0.11)	$ (0.087)
Weighted average shares outstanding - basic and diluted	4,098,500	4,000,000

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities
Net loss	$ (436,689)	$ (349,884)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	15,382	1,448
Amortization of debt issuance costs and loan discount	41,108	$ 35,490
Stock based compensation	75,000
Changes in operating assets and liabilities:
Accounts receivable	6,917	$ (46,528)
Royalties receivable	25,000	$ (19,760)
Prepaid expenses	100,265
Inventory	(50,872)	$ (143,472)
Accounts payable	241,279	94,017
Accrued expenses	$ 1,528	52,524
Deferred royalty payments		25,000
Customer deposits	$ (67,516)	237,870
Net cash used in operating activities	$ (48,598)	(113,295)
Cash flows from investing activities
Acquisition of intangible assets		(3,596)
Purchase of property and equipment		(29,433)
Net cash used in investing activities		$ (33,029)
Cash flows from financing activities
Proceeds from line of credit	$ 19,224
Net cash provided by financing activities	19,224
Net increase (decrease) in cash	(29,374)	$ (146,324)
Cash at beginning of period	51,016	360,323
Cash at end of period	21,642	213,999
Supplemental cash flow information:
Cash paid for interest	64,525	$ 71,954
Non-cash investing and financing activities:
Value of common shares issued as a loan fee	50,000
Interest expense added to loan principal balance	$ 26,173	$ 25,157
Distribution		100,000
Issuance of common stock in exchange for LLC interests		$ 4,000

Nature of the Business and Sign

Nature of the Business and Significant Accounting Policies	3 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Nature of the Business and Significant Accounting Policies	NOTE 1 – NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES History of the Company XFit Brands, Inc. (“XFit” or the “Company”) was incorporated on September 16, 2014 under the laws of the State of Nevada. The fiscal year of the Company is June 30. XFit’s principal business activity is the design, development, and worldwide marketing and selling of functional equipment, training gear, apparel and accessories for the impact sports market and fitness industry. Products are marketed and sold under the “Throwdown®” brand name to gyms, fitness facilities and directly to consumers via an internet website and through third party catalogues through a mix of independent distributors and licensees throughout the world. These financial statements represent the condensed consolidated financial statements of XFit and its wholly owned operating subsidiaries Throwdown Industries Holdings, LLC (“Holdings”), Throwdown Holdings, LLC (“TDLLC”), and Throwdown Industries, Inc. (“TDINC”). On September 26, 2014, XFit entered into a Contribution and Exchange Agreement with TD Legacy, LLC (“TD Legacy”) and Holdings under which TD Legacy contributed all of its membership interest in Holdings to XFit in exchange for the issuance by XFit of 4,000,000 shares of common stock to TD Legacy. The result of this transaction was that Holdings became a wholly owned subsidiary of XFit. Basis of presentation The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes as of and for the years ended June 30, 2015 and 2014, which were filed with the Company’s annual report form 10K on September 28, 2015. The results of operations for the three months ended September 30, 2015 are not necessarily indicative of results that may be expected for the year ending June 30, 2016, or for any other interim period. Basis of Consolidation The condensed consolidated financial statements include the accounts of XFit, Holdings and TDINC. All significant intercompany transactions and balances have been eliminated in consolidation. The Company also consolidates any variable interest entities (“VIEs”), of which it is the primary beneficiary, as defined within Accounting Standards Codification (“ASC”) 810. The Company does not have any VIEs that are required to be consolidated as of September 30, 2015 or June 30, 2015. Recent Accounting Pronouncements The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements. In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . Income (Loss) per Share The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of September 30, 2015 and June 30, 2015, the Company had 453,723 and 452,612, respectively, of potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive. Reclassifications Certain reclassifications were made to the prior period condensed consolidated financial statements to conform to the current period presentation. As of June 30, 2015, we reclassified $85,128 of accrued interest on the PIMCO note payable from the line item “Accrued expenses” to the principal balance of the PIMCO note. There was no change to the previously reported net loss. Use of Estimates Condensed consolidated financial statements prepared in accordance with GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long-lived assets, and equity instruments issued for financing. Actual results could differ from those estimates. Loan Discounts and Loan Fees The Company amortizes loan discounts over the term of the loan using the effective interest method. Costs associated with obtaining financing are capitalized and amortized over the term of the related loans using the effective interest method. As of September 30, 2015 and June 30, 2015, the Company had $149,632 of total gross debt issuance costs. Amortization of the debt issuance costs was $12,902 and $11,091 for the three month periods ended September 30, 2015 and 2014, respectively, which was recorded as a component of interest expense on the consolidated statements of operations. Subsequent Events In accordance with ASC 855, the Company evaluated subsequent events through the date of this report, which was the date the consolidated financial statements were available for issue.

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	NOTE 2 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following at: September 30, 2015 June 30, 2015 (Unaudited) Office furniture and equipment $ 46,233 $ 46,233 Warehouse equipment 13,254 13,254 Molds and dies 6,650 6,650 Total, cost 66,137 66,137 Accumulated Depreciation (28,444 ) (23,845 ) Property and equipment, net $ 37,693 $ 42,292 Depreciation expense for the three months ended September 30, 2015 and 2014 was $4,599 and $1,358, respectively.

Intangible Assets, Net

Intangible Assets, Net	3 Months Ended
	Sep. 30, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets, Net	NOTE 3 – INTANGIBLE ASSETS, NET Intangible assets consisted of the following at: September 30, 2015 June 30, 2015 (Unaudited) Trademark $ 4,396 $ 4,396 Transformations exercise fitness program 62,500 62,500 Total, cost 66,896 66,896 Accumulated Amortization (25,415 ) (14,632 ) Intangible assets, net $ 41,481 $ 52,264 Amortization expense for the three months ended September 30, 2015 and 2014 was $10,783 and none, respectively.

Note Payable

Note Payable	3 Months Ended
	Sep. 30, 2015
Notes Payable [Abstract]
Note Payable	NOTE 4 – NOTE PAYABLE The note payable is comprised of the following at: September 30, 2015 June 30, 2015 (Unaudited) Note payable $ 2,111,301 $ 2,085,128 Less: unamortized loan discount (248,864 ) (277,070 ) Less: unamortized debt issuance costs (139,739 ) (102,641 ) Total note payable, net $ 1,722,698 $ 1,705,417 On June 10, 2014, the Company entered into a Note Purchase Agreement with Pacific Investment Management Company (“PIMCO”) that authorized the issuance of up to $2,500,000. On June 12, 2014, the Company entered into a Senior Secured Note (“Note”) whereby the Company drew $1,500,000. The note bears interest at 14% and an effective interest rate of 21%. This Note is collateralized by all of the assets of the Company. On February 6, 2015, the Company drew down an additional $500,000 of funds on the PIMCO Note Payable. Following the February 6, 2015 draw, the principal balance payable (incluidng accrued interest added to the principal amount)on the PIMCO note was $2,044,300, and the Company had an additional $500,000 available to draw on this loan facility. The full principal balance outstanding related to this note is due on June 2017. The Note includes various covenants, including but not limited to, having annual audited financial statements within 90 days of the end of the fiscal year. At September 30, 2015, the Company is in compliance with all covenants. In connection with the Note, the Company granted warrants to acquire up to 10% of the Company’s capital stock based on an aggregate enterprise fair market value of $15.0 million. The Company valued the warrants using the Black-Scholes option pricing model with the following variables: annual dividend yield of 0%; expected life of 10 years; risk free rate of return of 2.92%; and expected volatility of 0%. The Company estimated the value of the warrants to be $377,480, which is recorded as a loan discount and is being amortized under the effective interest method to interest expense over the term of the loan. On September 30, 2015, in consideration the draw-down of the remaining $500,000 available on the PIMCO Note Payable, the Company issued 10,000 shares of its common stock at a fair value of $50,000 as determined by the Company’s board of directors. This amount was recorded as a loan fee to be amortized over the remaining term of the PIMCO Note Payable. The draw-down of this remaining $500,000 was funded on October 20, 2015. (See Note 9—Subsequent Events). During the three month periods ended September 30, 2015 and 2014, the Company amortized $41,108 and $35,490, respectively, of the loan fees and discount which is recorded as a component of interest expense on the consolidated statements of operations.

Bank Line of Credit

Bank Line of Credit	3 Months Ended
	Sep. 30, 2015
Line of Credit Facility [Abstract]
Bank Line of Credit	NOTE 5 – BANK LINE OF CREDIT On July 24, 2015, the Company entered into an unsecured line of credit with Wells Fargo Bank. The line of credit bears interest at prime plus 4% and is personally guaranteed by the Company’s chief executive officer. As of September 30, 2015, the balance payable on the line of credit was $19,224, which amount was repaid on October 23, 2015.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 – RELATED PARTY TRANSACTIONS Related Party Payable As of September 30, 2015 and June 30, 2015, the Company has $95,620 of salaries and bonuses payable to four of its officers and membership interest holders. These bonuses were to cover income taxes relating to bonuses issued during 2009.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Stockholders' Deficit	NOTE 7 – STOCKHOLDERS’ DEFICIT On July 1, 2015, the Company issued 15,000 shares of its common stock valued at $75,000 to an employee as a signing bonus. On July 15, 2015, the board of directors approved the issuance of 63,500 stock options to employees that will be utilized on a performance and retention basis. None of these stock options have been awarded. On September 30, 2015, the Company issued 10,000 shares of its common stock valued by the Company’s board of directors at $50,000 to PIMCO as a loan fee in consideration of the additional $500,000 draw-down on the PIMCO Note Payable that was funded on October 20, 2015. (See Note 4—Note Payable and Note 9—Subsequent Events).

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 – COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases its office and warehouse facilities under a two year operating lease that expires on November 30, 2015. The lease calls for monthly payments of $4,865, which includes operating expenses, insurance and taxes on the property. In June 2015, the Company entered into a lease agreement for approximately 25,788 square feet of warehouse and office space under a 38 month operating lease that commences on October 1, 2015 and expires on October 31, 2018. The lease has monthly payments starting at $16,504 for the first month, and $8,252 thereafter with monthly payments ranging over the term of the lease. In June 2015, the Company entered into a sublease of a portion of the premises for the period October 1, 2015 through August 31, 2016, at a monthly rental rate of $5,000. Rent expense for the three month periods ended September 30, 2015 and 2014, was $15,182 and $14,594, respectively. Litigation From time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the consolidated financial statements with respect to any matters. Stock Incentive Plan On October 21, 2014, the Board of Directors and the Company’s sole stockholder adopted the 2014 Stock Incentive Plan. The purpose of the 2014 Stock Incentive Plan is to advance the best interests of the Company by providing those persons who have a substantial responsibility for management and growth of the Company with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of stock options and common stock under the plan supports and increases the Company’s ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which the Company depends. The total number of shares available for the grant of either stock options or compensation stock under the plan is 600,000 shares of common stock, subject to adjustment. The Board of Directors administers the plan and has full power to grant stock options. As of September 30, 2015 and June 30, 2015, the Company has not issued any shares under the plan and has not granted any options to purchase shares under the plan. Equity Purchase Agreement On December 17, 2014, the Company entered into an Equity Purchase Agreement “Put Shares” Maximum Commitment Amount The Equity Purchase Agreement will terminate when any of the following events occur: (i) Kodiak has purchased an aggregate of $5.0 million of the Company’s common stock, (ii) on December 31, 2016 or (iii) upon written notice from the Company to Kodiak. Registration Rights Agreement On December 17, 2014, the Company entered into a registration rights agreement with Kodiak Capital, LLC under which the Company is obligated to register the shares to be acquired by Kodiak pursuant to that certain Equity Purchase Agreement dated December 17, 2014, under which Kodiak agreed to purchase up to $5 million of XFit common stock, subject to certain conditions. Asset Purchase Agreement On February 26, 2015, the Company entered into an Asset Purchase Agreement to acquire the exclusive rights, title, and interest in the Transformations exercise and fitness program. The purchase price was $62,500 which comprised of a $7,500 cash payment and eleven thousand (11,000) shares of the Company’s common stock that was valued at $55,000. The agreement also has a performance based earn out for a period of eighteen (18) months that is based on fifty percent (50%) of all programming services gross revenues derived from the Transformations program, up to a maximum earn out of $187,500. The earn out is payable in tranches and none of the tranches were met as of September 30, 2015. Vendor Credit Agreements On June 18 2015, the Company entered into a Stock Purchase Agreement with Ever Blooming Industrial Limited, whereby the Company issued 20,000 shares of its common stock at $5.00 per share. The purchase price is in the form of a manufacturing credit totaling $100,000 to use for future inventory purchases (the “Vendor Credit”). The Company can use all or part of the Vendor Credit over the next 12 months until the Vendor Credit is exhausted. As of September 30, 2015 and June 30, 2015, the Company had $0 and $100,000, respectively, of Vendor Credit included in prepaid expenses on the condensed consolidated balance sheets. On June 26 2015, the Company entered into a Stock Purchase Agreement with Yayu General Machinery Co., LTD, whereby the Company issued 40,000 shares of its common stock at $5.00 per share. The purchase price is in the form of a manufacturing credit of $200,000 to use for future inventory purchases (the “Vendor Credit”). The Company can use all or part of the Vendor Credit over the next 12 months until the Vendor Credit is exhausted. As of September 30, 2015 and June 30, 2015, the Company had $200,000 of Vendor Credit included in prepaid expenses in the condensed consolidated balance sheets.

Subsequent Events

Subsequent Events	3 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS Additional Draw Down on PIMCO Note Payable On October 20, 2015, the Company drew the remaining $500,000 available under its delayed draw note facility with PIMCO to increase the principal amount under this note (including the accrued interest added to the principal amount) to $2,620,098. A replacement note was issued on this date to reflect the note increase. (See Note 4—Note Payable)

Nature of the Business and Si15

Nature of the Business and Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes as of and for the years ended June 30, 2015 and 2014, which were filed with the Company’s annual report form 10K on September 28, 2015. The results of operations for the three months ended September 30, 2015 are not necessarily indicative of results that may be expected for the year ending June 30, 2016, or for any other interim period.
Basis of Consolidation	Basis of Consolidation The condensed consolidated financial statements include the accounts of XFit, Holdings and TDINC. All significant intercompany transactions and balances have been eliminated in consolidation. The Company also consolidates any variable interest entities (“VIEs”), of which it is the primary beneficiary, as defined within Accounting Standards Codification (“ASC”) 810. The Company does not have any VIEs that are required to be consolidated as of September 30, 2015 or June 30, 2015.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements. In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs .
Income (Loss) per Share	Income (Loss) per Share The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of September 30, 2015 and June 30, 2015, the Company had 453,723 and 452,612, respectively, of potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive.
Reclassifications	Reclassifications Certain reclassifications were made to the prior period condensed consolidated financial statements to conform to the current period presentation. As of June 30, 2015, we reclassified $85,128 of accrued interest on the PIMCO note payable from the line item “Accrued expenses” to the principal balance of the PIMCO note. There was no change to the previously reported net loss.
Use of Estimates	Use of Estimates Condensed consolidated financial statements prepared in accordance with GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long-lived assets, and equity instruments issued for financing. Actual results could differ from those estimates.
Loan Discounts and Loan Fees	Loan Discounts and Loan Fees The Company amortizes loan discounts over the term of the loan using the effective interest method. Costs associated with obtaining financing are capitalized and amortized over the term of the related loans using the effective interest method. As of September 30, 2015 and June 30, 2015, the Company had $149,632 of total gross debt issuance costs. Amortization of the debt issuance costs was $12,902 and $11,091 for the three month periods ended September 30, 2015 and 2014, respectively, which was recorded as a component of interest expense on the consolidated statements of operations.
Subsequent Events	Subsequent Events In accordance with ASC 855, the Company evaluated subsequent events through the date of this report, which was the date the consolidated financial statements were available for issue.

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment consisted of the following at: September 30, 2015 June 30, 2015 (Unaudited) Office furniture and equipment $ 46,233 $ 46,233 Warehouse equipment 13,254 13,254 Molds and dies 6,650 6,650 Total, cost 66,137 66,137 Accumulated Depreciation (28,444 ) (23,845 ) Property and equipment, net $ 37,693 $ 42,292

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	3 Months Ended
	Sep. 30, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Summary of Intangible Assets	Intangible assets consisted of the following at: September 30, 2015 June 30, 2015 (Unaudited) Trademark $ 4,396 $ 4,396 Transformations exercise fitness program 62,500 62,500 Total, cost 66,896 66,896 Accumulated Amortization (25,415 ) (14,632 ) Intangible assets, net $ 41,481 $ 52,264

Note Payable (Tables)

Note Payable (Tables)	3 Months Ended
	Sep. 30, 2015
Notes Payable [Abstract]
Schedule of Note Payable	The note payable is comprised of the following at: September 30, 2015 June 30, 2015 (Unaudited) Note payable $ 2,111,301 $ 2,085,128 Less: unamortized loan discount (248,864 ) (277,070 ) Less: unamortized debt issuance costs (139,739 ) (102,641 ) Total note payable, net $ 1,722,698 $ 1,705,417

Nature of the Business and Si19

Nature of the Business and Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 26, 2014	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015
Financing Receivable, Impaired [Line Items]
Net loss per share due to dilutive shares		$ 453,723		$ 452,612
Accrued expenses reclassification				$ 85,128
Gross debt issuance costs		149,632
Amortization of the debt issuance costs		$ 12,902	$ 11,091
TD Legacy [Member]
Financing Receivable, Impaired [Line Items]
Stock issued during period, shares	4,000,000

Property and Equipment, Net (De

Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 4,599	$ 1,358

Property and Equipment, Net - S

Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 66,137	$ 66,137
Less: Accumulated depreciation	(28,444)	(23,845)
Total Property and equipment, net	37,693	42,292
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	46,233	46,233
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	13,254	13,254
Molds and Dies [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,650	$ 6,650

Intangible Assets, Net (Disclos

Intangible Assets, Net (Disclosure Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization expense	$ 10,783	$ 0

Intangible Assets, Net - Summar

Intangible Assets, Net - Summary of Intangible Assets (Deatils) - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Total, cost	$ 66,896	$ 66,896
Accumulated Amortization	(25,415)	(14,632)
Intangible assets, net	41,481	52,264
Trademark [Member]
Total, cost	4,396	4,396
Transformations Exercise Fitness Program [Member]
Total, cost	$ 62,500	$ 62,500

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Feb. 06, 2015	Sep. 30, 2015	Sep. 30, 2014	Aug. 20, 2015	Jun. 30, 2015	Jun. 12, 2014	Jun. 10, 2014
Debt Instrument [Line Items]
Note payable		$ 2,111,301			$ 2,085,128
Percentage of granted warrants acquire		10.00%
Note payable fair market value		$ 15,000,000
Dividend yield		0.00%
Expected life		10 years
Risk free rate of return		2.92%
Expected volatility		0.00%
Estimated value of warrants		$ 377,480
Fair value of common stock		409			$ 407
Debt issuance costs and loan discount		41,108	$ 35,490
PIMCO Note Payable [Member]
Debt Instrument [Line Items]
Company drew an additional funds	$ 500,000
Note due date	Jun. 30, 2017
PIMCO Note Payable [Member] | Delayed Draw Note Facility [Member]
Debt Instrument [Line Items]
Company drew an additional funds	$ 500,000
Note payable to the PIMCO Funds ("PIMCO")	$ 2,044,300
PIMCO [Member]
Debt Instrument [Line Items]
Company drew an additional funds		$ 500,000		$ 500,000
Common stock shares issued		10,000
Fair value of common stock		$ 50,000
Note Purchase Agreement [Member] | PIMCO [Member]
Debt Instrument [Line Items]
Note payable issuance							$ 2,500,000
Note Purchase Agreement [Member] | PIMCO [Member] | Senior Secured Note [Member]
Debt Instrument [Line Items]
Note payable						$ 1,500,000
Note bears interest rate						14.00%
Note effective interest rate						21.00%

Note Payable - Schedule of Note

Note Payable - Schedule of Note Payable (Details) - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Notes Payable [Abstract]
Note payable	$ 2,111,301	$ 2,085,128
Less: unamortized loan discount	(248,864)	(277,070)
Less: unamortized debt issuance costs	(139,739)	(102,641)
Total note payable, net	$ 1,722,698	$ 1,705,417

Bank Line of Credit (Details Na

Bank Line of Credit (Details Narrative) - USD ($)	Jul. 24, 2015	Sep. 30, 2015
Line of credit balance payable		$ 19,224
Wells Fargo Bank [Member]
Line of credit initiation date	Jul. 24, 2015
Line of credit interest rate description	prime plus 4%
Lineof credit amount repayment date	Oct. 23, 2015

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	3 Months Ended
	Sep. 30, 2015USD ($)Officers	Jun. 30, 2015USD ($)
Related Party Transaction [Line Items]
Number of officers and membership holders | Officers	4
Officers and Membership Interest Holders [Member]
Related Party Transaction [Line Items]
Salaries and bonuses payable	$ 95,620	$ 95,620

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - USD ($)	Jul. 15, 2015	Jul. 02, 2015	Sep. 30, 2015	Aug. 20, 2015	Jun. 30, 2015
Class of Stock [Line Items]
Number of common stock shares issued for employee as performance bonus	63,500
Fair value of common stock			$ 409		$ 407
Signing Bonus [Member]
Class of Stock [Line Items]
Number of common stock shares issued		15,000
Number of common stock value issued		$ 75,000
PIMCO [Member]
Class of Stock [Line Items]
Common stock shares issued			10,000
Fair value of common stock			$ 50,000
Company drew an additional funds			$ 500,000	$ 500,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Jun. 26, 2015$ / sharesshares	Jun. 18, 2015USD ($)$ / sharesshares	Feb. 26, 2015USD ($)shares	Dec. 17, 2014USD ($)	Jun. 30, 2015USD ($)ft²	Sep. 30, 2015USD ($)shares	Sep. 30, 2014USD ($)
Other Commitments [Line Items]
Operating lease period						2 years
Lease expiration date					Aug. 31, 2016	Nov. 30, 2015
Operating leases rent expense						$ 4,865
Sublease rent expense					$ 5,000
Rent expense						$ 15,182	$ 14,594
Cash payment of purchase price							$ 3,596
Equity Purchase Agreement [Member] | Kodiak Capital LLC [Member]
Other Commitments [Line Items]
Long-term purchase commitment, amount				$ 5,000,000		$ 5,000,000
Noncontrolling interest, ownership percentage by non-controlling owners				9.99%
Purchase agreement termination closing date				Dec. 31, 2016		Dec. 31, 2016
Registration Rights Agreement [Member] | Kodiak Capital LLC [Member]
Other Commitments [Line Items]
Registration payment arrangement, maximum potential consideration				$ 5,000,000
Asset Purchase Agreement [Member]
Other Commitments [Line Items]
Total purchase price			$ 62,500
Cash payment of purchase price			$ 7,500
Number of common stock shares issued for purchases of assets | shares			11,000
Number of common stock value issued for purchases of assets			$ 55,000
Performance based earn out period			18 months
Performance percentage			50.00%
Maximum earn out amount			$ 187,500
Stock Purchase Agreement [Member] | Ever Blooming Industrial Limited [Member]
Other Commitments [Line Items]
Number of common stock shares issued for consideration of future inventory purchases | shares		20,000
Common stock price per share | $ / shares		$ 5
Number of common stock value issued for consideration of future inventory purchases		$ 100,000
Vendor credit period		12 months
Stock Purchase Agreement [Member] | Yayu General Machinery Co., LTD[Member]
Other Commitments [Line Items]
Number of common stock shares issued for consideration of future inventory purchases | shares	40,000
Common stock price per share | $ / shares	$ 5
Vendor credit period	12 months
Vendor Credit Agreements [Member] | Ever Blooming Industrial Limited [Member]
Other Commitments [Line Items]
Prepaid expenses					100,000	$ 0
Vendor Credit Agreements [Member] | Yayu General Machinery Co., LTD[Member]
Other Commitments [Line Items]
Prepaid expenses					$ 200,000	$ 200,000
2014 Stock Incentive Plan [Member]
Other Commitments [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares available for grant | shares						600,000
Lease Agreement [Member]
Other Commitments [Line Items]
Operating lease period					38 months
Lease expiration date					Oct. 31, 2018
Operating leases rent expense					$ 16,504
Area of square feet | ft²					25,788
Lease monthly payment, thereafter					$ 8,252

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - PIMCO Note Payable [Member]	Oct. 20, 2015USD ($)
Company drew an additional funds	$ 500,000
Related party note principal and accrued interest	$ 2,620,098