XFit Brands (XFTB) 10-Q 24 Feb 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2016	Feb. 17, 2017
Document And Entity Information
Entity Registrant Name	XFIT BRANDS, INC.
Entity Central Index Key	1,623,554
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		29,356,890
Trading Symbol	XFTB
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Current Assets
Cash	$ 78,745	$ 6,829
Accounts receivable	593,567	179,636
Inventory	400,008	288,184
Prepaid expenses	63,947	114,060
Total Current Assets	1,136,267	588,709
Long Term Assets
Property and equipment, net	51,941	37,676
Deposits	23,467	23,467
Intangible assets, net	14,762	13,640
Goodwill	33,695
TOTAL ASSETS	1,260,132	663,492
Current Liabilities
Accounts payable	491,928	730,026
Related party payable	95,620	95,620
Accrued expenses and interest	122,505	273,819
Customer deposits	254,241	129,201
Line of credit	34,999	34,999
Billings in excess of earnings	9,132
Total Current Liabilities	1,008,425	1,263,665
Notes payable, net of discounts	3,500,000	2,478,720
Total Liabilities	4,508,425	3,742,385
Commitments and contingencies (Note 10)
Stockholders' Deficit
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2016 and June 30, 2016
Common stock, $0.0001 par value, 1,250,000,000 shares authorized, 29,156,890 and 21,192,807 shares issued and outstanding as of December 31, 2016 and June 30, 2016, respectively	2,916	2,119
Additional paid in capital	5,594,736	4,712,245
Accumulated deficit	(8,845,945)	(7,793,257)
Total Stockholders' Deficit	(3,248,293)	(3,078,893)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,260,132	$ 663,492

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Jun. 30, 2016
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	1,250,000,000	1,250,000,000
Common stock, shares issued	29,156,890	21,192,807
Common stock, shares outstanding	29,156,890	21,192,807

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Revenues
Product sales	$ 902,185	$ 674,675	$ 1,394,192	$ 1,147,931
Cost of revenues	577,829	386,487	854,937	645,331
Gross profit	324,356	288,188	539,255	502,600
Operating expenses
General and administrative	526,472	402,575	924,717	847,505
Sales and marketing	74,328	84,302	138,503	174,196
Total operating expenses	600,800	486,877	1,063,220	1,021,701
Loss from operations	(276,444)	(198,689)	(523,965)	(519,101)
Interest expense	(194,216)	(142,279)	(353,148)	(258,556)
Loss on extinguishment of debt	(175,575)		(175,575)
Net loss	$ (646,235)	$ (340,968)	$ (1,052,688)	$ (777,657)
Loss per common share - basic and diluted	$ (0.02)	$ (0.02)	$ (0.04)	$ (0.04)
Weighted average shares outstanding - basic and diluted	26,479,922	20,492,500	23,954,299	20,492,500

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Net loss	$ (1,052,688)	$ (777,657)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	18,209	29,942
Loss on extinguishment of debt	175,575
Amortization of debt issuance costs and loan discount	127,753	91,905
Stock-based compensation	57,192	75,433
Changes in operating assets and liabilities
Accounts receivable	(166,834)	(116,065)
Royalties receivable		9,587
Prepaid expenses	50,113	127,337
Inventory	(57,122)	(84,160)
Accounts payable	(112,011)	158,044
Accrued expenses	19,825	(1,036)
Billing in excess of earnings	(17,701)
Customer deposits	125,040	51,633
Net cash used in operating activities	(832,649)	(435,037)
Cash flow from investing activities
Purchase of intangibles and property and equipment		(10,510)
Acquisition of Environmental Turf Services, net of cash acquired	(184,260)
Net cash used in investing activities	(184,260)	(10,510)
Cash flows from financing activities
Net proceeds from line of credit		34,197
Proceeds from borrowings on notes payable	1,000,000	500,000
Repayment of notes payable	(125,000)
Proceeds from sale of stock	213,825
Net cash provided by financing activities	1,088,825	534,197
Net increase in cash	71,916	88,650
Cash at beginning of period	6,829	51,016
Cash at end of period	78,745	139,666
Supplemental cash flow information:
Cash paid for interest	38,214	103,305
Non-cash investing and financing activities:
Value of common shares issued as a loan fee		50,000
Interest expense added to loan principal balance	34,000
Principal and accrued interest settled with common stock	278,689
Patent acquired with shares of common stock	8,900
Payables settled with shares of common stock	126,087
Common stock issued to acquire Environmental Turf Services	$ 146,000

Nature of the Business and Sign

Nature of the Business and Significant Accounting Policies	6 Months Ended
	Dec. 31, 2016
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 sports market and fitness industry. The Company provides a full portfolio of products and services spanning Mixed Martial Arts and other high and low impact fitness regimes and own the trademarks Throwdown®, EnviroTurf®, GlideBoxx® and Transformations. Products are sold to gyms, fitness facilities, universities, first responders and directly to consumers via website and through third-party catalogues through a mix of independent distributors and licensees. These financial statements represent the consolidated financial statements of XFit and its wholly owned operating subsidiaries Throwdown Industries Holdings, LLC (“Holdings”), Throwdown Industries, LLC (“TDLLC”), and Throwdown Industries, Inc. (“TDINC”). Forward Stock Split On March 28, 2016, the Board of Directors approved a 1-for-5 forward split of its outstanding shares of common stock (and proportional increase of its authorized common stock from 250 million shares to 1.25 billion shares) with a record date of April 14, 2016 and an effective date of April 15, 2016. Prior to the split, the Company had 4,118,500 shares issued and outstanding and after the split, the Company had 20,592,500 shares issued and outstanding. All references to the number of shares and per-share amounts within these condensed consolidated financial statements, including the notes thereto, have been retroactively restated to reflect this stock split, unless explicitly stated otherwise. 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, 2016 and 2015, which were filed with the Company’s annual report Form 10-K on September 29, 2016. The results of operations for the six months ended December 31, 2016 are not necessarily indicative of results that may be expected for the year ending June 30, 2017 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. Recent Accounting Pronouncements The Company has implemented all applicable 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 condensed 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 . 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 loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. To compute the diluted weighted average number of shares outstanding, the Company begins with the basic weighted average number of shares outstanding and adds any potentially dilutive securities that are convertible into shares of common stock. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. For the six months ended December 31, 2016 and 2015, the Company had warrants and options outstanding to acquire shares of common stock that totaled 2,999,281 and 2,268,615 shares, respectively, which were excluded as their effect would have been anti-dilutive. Reclassifications Certain reclassifications were made to the prior period, condensed consolidated financial statements to conform to the current period presentation. 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 the fair value of equity instruments issued. 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. Amortization of the debt issuance costs and loan discount was $127,753 and $91,905 for the six months ended December 31, 2016 and 2015, respectively, which was recorded as a component of interest expense on the condensed consolidated statements of operations.

Acquisition of Environmental Tu

Acquisition of Environmental Turf Services	6 Months Ended
	Dec. 31, 2016
Business Combinations [Abstract]
Acquisition of Environmental Turf Services	NOTE 2 – ACQUISITION OF ENVIRONMENTAL TURF SERVICES On October 14, 2016, but effective as of October 10, 2016, XFit Brands, Inc. (“XFit” or the “Company”) acquired the assets of Environmental Turf Services, LLC (“EnviroTurf”) pursuant to a definitive Asset Purchase Agreement dated October 10, 2016 (the “Purchase Agreement”) between the Company and EnviroTurf. The acquisition was completed on October 14, 2016 upon delivery and acceptance of the schedules to the Purchase Agreement (the “Acquisition”). At the closing of the Acquisition, the Company paid and issued to EnviroTurf a total purchase price of $346,000 as follows: (i) assumption of $200,000 of EnviroTurf’s accounts payable and (ii) 2,000,000 unregistered shares of XFit Common Stock (the “Purchase Price Shares”), which were valued at the closing price on the date of XFit’s Common Stock on the date of the Acquisition. The Company financed the Acquisition and related costs through a combination of cash on hand and internally-generated working capital. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed as follows: Cash $ 15,740 Accounts receivable 247,097 Inventory 54,702 Property and equipment 24,696 Goodwill 33,695 Accrued expenses (3,163 ) Billing in excess of earnings (26,767 ) Total purchase consideration $ 346,000 The above allocation is preliminary and is subject to change. Because the acquisition was consummated on October 14, 2016, the Company has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment. The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill. Once identified, these other intangible assets, if any, will be recorded at their fair values. The Company is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately 6 months. Any adjustments necessary may be material to the condensed consolidated balance sheet and the amount of goodwill recognized. Any resulting adjustments would have no impact to the December 31, 2016 reported operating results. Because the Company acquired the assets of EnviroTurf, any resulting goodwill will be deductible for income tax purposes over a subsequent 15-year period. The operating results of EnviroTurf are included in the Company’s operating results beginning as of October 10, 2016. Included in the Company’s operating results are revenues of $201,240, cost of revenues of $159,367 and operating expenses totaling $110,445 that are related to EnviroTurf. The following pro forma, unaudited operating results include the operating results of EnviroTurf as if the Acquisition was completed on July 1, 2016. Revenues $ 1,826,215 Net loss $ (1,101,947 ) Loss per common share – basic and dilutive $ (0.04 ) Weighted average shares outstanding – basic and dilutive 25,106,473

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following at: December 31, 2016 June 30, 2016 (Unaudited) Office furniture and equipment $ 51,794 $ 51,794 Automobiles 24,696 - Warehouse equipment 15,254 15,254 Molds and dies 4,200 4,200 Leasehold Improvements 4,227 4,227 Total, cost 100,171 75,475 Accumulated Depreciation (48,230 ) (37,799 ) Property and equipment, net $ 51,941 $ 37,676 Depreciation expense for the six months ended December 31, 2016 and 2015 was $10,431 and $6,151, respectively.

Intangible Assets, Net

Intangible Assets, Net	6 Months Ended
	Dec. 31, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets, Net	NOTE 4 – INTANGIBLE ASSETS, NET Intangible assets consisted of the following at: December 31, 2016 June 30, 2016 (Unaudited) Trademark and patent $ 17,177 $ 8,277 Transformations exercise fitness program 62,500 62,500 Computer Software 5,584 5,584 Total, cost 85,261 76,361 Accumulated Amortization (70,499 ) (62,721 ) Intangible assets, net $ 14,762 $ 13,640 Amortization expense for the six months ended December 31, 2016 and 2015 was $7,778 and $23,791, respectively.

Short Term Financing

Short Term Financing	6 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Short Term Financing	NOTE 5 – SHORT TERM FINANCING On May 3, 2016, the Company entered into a Securities Purchase Agreement (“SPA”) with a single accredited investor (“Investor”) under which it issued and sold to Investor a promissory note in the principal amount of $125,000 (the “Note”). The Note had a maturity date of December 31, 2016 and an original issue discount of $20,000. In addition, the Company paid the Investor’s expenses totaling $5,000. Accordingly, the Company received net proceeds from Investor of $100,000, which proceeds were used for investor relation services. This note was repaid as of December 31, 2016.

Note Payable

Note Payable	6 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Note Payable	NOTE 6 – NOTE PAYABLE The note payable is comprised of the following at: December 31, 2016 June 30, 2016 (Unaudited) Note payable $ 3,500,000 $ 2,712,787 Less: unamortized loan discount - (154,462 ) Less: unamortized debt issuance costs - (79,605 ) Total note payable, net $ 3,500,000 $ 2,478,720 On June 10, 2014, the Company entered into a Note Purchase Agreement (“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. On February 6, 2015, and October 20, 2015, the Company drew down an additional $500,000 on each date. On December 16, 2016, the Company entered into an Amended and Restated Note Purchase Agreement (the “PIMCO Amendment”) with PIMCO pursuant to which the Company issued a $3.5 million 9% Senior Secured Fixed Rate Note due July 12, 2020 (the “Note”). The Note refinanced our prior 14% Senior Secured Note in the principal amount of $2.5 million (the “Prior Note”), providing us with an additional $1 million in working capital. As with the Prior Note, the Note is secured by a lien on substantially all of our assets (other than those sold pursuant to our factoring agreement with Crown Financial). In connection with the PIMCO Amendment, (i) PIMCO converted $278,689 in accrued and unpaid interest into 1,990,639 shares of our common stock. In addition, the Company had previously issued PIMCO a warrant to purchase ten percent of its equity at an exercise price of $1.5 million. The Company amended the terms of the common stock purchase warrant previously issued to PIMCO to reduce the exercise price thereof to $350,000. The amended terms are considered significant and as such the Company is accounting for the PIMCO Amendment as an extinguishment of the prior note payable and the issuance of a new note payable. As a result, the Company recorded a loss on extinguishment of $175,575, which represents $83,465 of unamortized loan discount, $39,515 of unamortized debt issuance costs, and $52,595 of stock-based compensation paid PIMCO. The stock-based compensation is comprised of the incremental value provided by the warrant amendment and the amount by which the fair value of the common stock issued exceeded the amount of settled principal and accrued interest. The shares of common stock were fair valued using the Company’s traded stock price. The incremental fair value added to the warrant was determined by using the Black-Scholes option pricing model with the following variables: annual dividend yield of 0%; expected life of 7.5 years; risk free rate of return of 2.41%; and expected volatility of 158%. 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 December 31, 2016, the Company was not in compliance with all covenants due to untimely filing of the second quarter 10Q. The Company received a waiver from PIMCO to alleviate the non-compliance.

Bank Line of Credit

Bank Line of Credit	6 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Bank Line of Credit	NOTE 7 – 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. There is no maturity date.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 8 – RELATED PARTY TRANSACTIONS Related Party Payable As of December 31, 2016 and June 30, 2016, the Company has $95,620 of bonuses payable to four of its officers that also owns shares of common stock. These bonuses were to cover income taxes relating to bonuses issued during 2009. As of December 31, 2016, the Company has a salary and variable compensation payable to David E Vautrin, CEO and Charles Joiner, President of $14,061 and $14,061 respectively.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Stockholders' Deficit	NOTE 9 – STOCKHOLDERS’ DEFICIT Equity Purchase Agreement On December 17, 2014, the Company entered into an Equity Purchase Agreement with Kodiak Capital LLC (Kodiak). The Equity Purchase Agreement provides the Company with financing whereby the Company can issue and sell to Kodiak, from time to time, shares of common stock (the “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. During the six months ended December 31, 2016, The Company issued 2,725,000 shares to Kodiak and received $213,825. As of December 31, 2016, the Company has put 3,100,000 shares to Kodiak under the equity purchase agreement. Investment Agreement with GHS Investments, LLC On August 13, 2016 the Company entered into an Investment Agreement (the “Investment Agreement”) with GHS Investments, LLC (“GHS”). The Investment Agreement gives the Company the option to sell to GHS, up to $5,000,000 worth of its common stock (“Shares”), over the period following effectiveness of a registration statement covering the resale of the Shares (the “Effective Date”) and ending thirty-six (36) months after the Effective Date. Under the terms of the Investment Agreement, the Company has the right to deliver from time to time a Put Notice to GHS stating the dollar amount of Put Shares (up to $500,000 under any individual Put Notice)(the “Put Amount”) that it intends to sell to GHS with the price per share based on the following formula: the lesser of (a) the lowest sale price for the Common Stock on the date of the Put Notice (the “Put Notice Date”); or (b) the arithmetic average of the three (3) lowest trading prices for the Company’s Common Stock during the five trading days following the Put Notice Date. The maximum number of shares that can be put to GHS is two times the average daily trading volume during the ten trading days prior to the closing of a put (the “Closing Date”). If the amount of the tranche of its outstanding shares exceeds the volume limitation, additional tranches will be delivered until the entire Purchase Amount is delivered. Each tranche, including the initial tranche, will trigger a new purchase price, and will be priced according to the purchase price definition. There are a number of conditions to the Company effecting a put, including the effectiveness of the registration statement. As of December 31, 2016 the registration statement for the above Investment Agreement still needs to be amended to include recent financial statements. Therefore the Company has not placed any shares under this GHS agreement. Vendor Credit Agreements On June 26, 2015, the Company entered into a Stock Purchase Agreement with Yayu General Machinery Co., LTD, whereby the Company issued 200,000 shares of its common stock at $1.00 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 until the Vendor Credit is exhausted. As of December, 2016 and June 30, 2016, the Company had $54,635 and $105,096, respectfully, of Vendor Credit included in prepaid expenses in the condensed consolidated balance sheets. 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 3,000,000 shares of common stock, subject to adjustment. The Board of Directors administers the plan and has full power to grant stock options. On October 7, 2016, the Company issued 825,000 options to employees in accordance to the Stock Incentive Plan. Options generally vest over three years, expire after three years, and have an exercise price of $0.07 per share. The options granted were fair valued at $47,970 using the Black-Scholes option pricing model with the following variables: annual dividend yield of 0%; expected life of three years; risk free rate of return of 0.99%; and expected volatility of 158%. During the three-month period ended December 31, 2016, the Company recognized $3,724 of stock-based compensation, which is included in general and administrative expense. As of December 31, 2016, none of these options have vested. However, the Company does expect all options to vest. Acquisition of Assets of Glideboxx LLC On October 10, 2016 the Company acquired all of the rights, title, and interest to the GlideBoxx Product, USPTO # 7857734, and related training programs and marketing materials to the Company free and clear of any and all liens, encumbrances, and or liabilities for a purchase price of 100,000 shares of common stock and will also pay Glideboxx LLC 5% (five percent) in total of all net revenue derived from sales of the GlideBoxx for a period of 7 (seven) years in cash or kind. Net Revenue is defined as Gross revenue net discounts and returns. The shares issued were fair valued at $8,900 using the Company’s publicly traded stock price. Other Common Stock Issuances On November 11, 2016, the Company issued 869,565 shares of unregistered common stock to settle a payable obligation. The shares were fair valued at $126,087 using the Company’s publicly traded stock price. On November 9, 2016, and on December 26, 2016, the Company issued 28,879 and 250,000 shares of common stock, respectively, as consideration for services received. Using the Company’s publically traded stock price, the shares were fair valued at $53,468 and stock-based compensation expense was recognized, which is included in general and administrative expense.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 10 – COMMITMENTS AND CONTINGENCIES Lease Commitments On June 18, 2015, the Company entered into a lease agreement for approximately 25,788 square feet of warehouse and office space under a thirty-eight (38) month operating lease that commences on September 1, 2015 and expires on October 31, 2018. The lease has monthly payments of $16,504 with standard rent increases over the life of the lease scheduled in October of each year. On June 5, 2015, the Company entered into a sublease of a portion of the premises for the period September 1, 2015 through January 31, 2017, at a monthly rental rate of $5,000. Rent expense for the six-month periods ended December 31, 2016 and 2015, was $141,721 and $67,937, 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.

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS On December 31, 2016 Mr. Vautrin, the Company’s Chief Executive Officer, informed the Company’s Board of Directors of his intention to resign as CEO to pursue other opportunities, effective as of March 1, 2017. Mr. Vautrin will remain on the Board of Directors. On February 15, 2017 the Board hired William Singer to serve as the Company’s CEO following Mr. Vautrin’s departure.

Nature of the Business and Si17

Nature of the Business and Significant Accounting Policies (Policies)	6 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
History of the Company	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 sports market and fitness industry. The Company provides a full portfolio of products and services spanning Mixed Martial Arts and other high and low impact fitness regimes and own the trademarks Throwdown®, EnviroTurf®, GlideBoxx® and Transformations. Products are sold to gyms, fitness facilities, universities, first responders and directly to consumers via website and through third-party catalogues through a mix of independent distributors and licensees. These financial statements represent the consolidated financial statements of XFit and its wholly owned operating subsidiaries Throwdown Industries Holdings, LLC (“Holdings”), Throwdown Industries, LLC (“TDLLC”), and Throwdown Industries, Inc. (“TDINC”).
Forward Stock Split	Forward Stock Split On March 28, 2016, the Board of Directors approved a 1-for-5 forward split of its outstanding shares of common stock (and proportional increase of its authorized common stock from 250 million shares to 1.25 billion shares) with a record date of April 14, 2016 and an effective date of April 15, 2016. Prior to the split, the Company had 4,118,500 shares issued and outstanding and after the split, the Company had 20,592,500 shares issued and outstanding. All references to the number of shares and per-share amounts within these condensed consolidated financial statements, including the notes thereto, have been retroactively restated to reflect this stock split, unless explicitly stated otherwise.
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, 2016 and 2015, which were filed with the Company’s annual report Form 10-K on September 29, 2016. The results of operations for the six months ended December 31, 2016 are not necessarily indicative of results that may be expected for the year ending June 30, 2017 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has implemented all applicable 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 condensed 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 .
Loss per Share	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 loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. To compute the diluted weighted average number of shares outstanding, the Company begins with the basic weighted average number of shares outstanding and adds any potentially dilutive securities that are convertible into shares of common stock. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. For the six months ended December 31, 2016 and 2015, the Company had warrants and options outstanding to acquire shares of common stock that totaled 2,999,281 and 2,268,615 shares, respectively, which were excluded as their effect would have been anti-dilutive.
Reclassifications	Reclassifications Certain reclassifications were made to the prior period, condensed consolidated financial statements to conform to the current period presentation. 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 the fair value of equity instruments issued. 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. Amortization of the debt issuance costs and loan discount was $127,753 and $91,905 for the six months ended December 31, 2016 and 2015, respectively, which was recorded as a component of interest expense on the condensed consolidated statements of operations.

Acquisition of Environmental 18

Acquisition of Environmental Turf Services (Tables)	6 Months Ended
	Dec. 31, 2016
Business Combinations [Abstract]
Schedule of Purchase Consideration Allocated to the Assets Acquired and Liabilities Assumed	The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed as follows: Cash $ 15,740 Accounts receivable 247,097 Inventory 54,702 Property and equipment 24,696 Goodwill 33,695 Accrued expenses (3,163 ) Billing in excess of earnings (26,767 ) Total purchase consideration $ 346,000
Schedule of Business Acquisition, Pro Forma Unaudited Operating Results of EnviroTurf	Revenues $ 1,826,215 Net loss $ (1,101,947 ) Loss per common share – basic and dilutive $ (0.04 ) Weighted average shares outstanding – basic and dilutive 25,106,473

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment consisted of the following at: December 31, 2016 June 30, 2016 (Unaudited) Office furniture and equipment $ 51,794 $ 51,794 Automobiles 24,696 - Warehouse equipment 15,254 15,254 Molds and dies 4,200 4,200 Leasehold Improvements 4,227 4,227 Total, cost 100,171 75,475 Accumulated Depreciation (48,230 ) (37,799 ) Property and equipment, net $ 51,941 $ 37,676

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	6 Months Ended
	Dec. 31, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Summary of Intangible Assets	Intangible assets consisted of the following at: December 31, 2016 June 30, 2016 (Unaudited) Trademark and patent $ 17,177 $ 8,277 Transformations exercise fitness program 62,500 62,500 Computer Software 5,584 5,584 Total, cost 85,261 76,361 Accumulated Amortization (70,499 ) (62,721 ) Intangible assets, net $ 14,762 $ 13,640

Note Payable (Tables)

Note Payable (Tables)	6 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Schedule of Note Payable	The note payable is comprised of the following at: December 31, 2016 June 30, 2016 (Unaudited) Note payable $ 3,500,000 $ 2,712,787 Less: unamortized loan discount - (154,462 ) Less: unamortized debt issuance costs - (79,605 ) Total note payable, net $ 3,500,000 $ 2,478,720

Nature of the Business and Si22

Nature of the Business and Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 28, 2016	Dec. 31, 2016	Dec. 31, 2015	Jun. 30, 2016
Financing Receivable, Impaired [Line Items]
Forward split stock description	1-for-5 forward split
Excess stock shares authorized		250,000,000
Common stock, shares authorized		1,250,000,000		1,250,000,000
Common stock, shares issued		29,156,890		21,192,807
Common stock, shares outstanding		29,156,890		21,192,807
Warrants outstanding to acquire shares of common stock		2,999,281	2,268,615
Amortization of debt issuance costs		$ 127,753	$ 91,905
Loan discount		$ 127,753	$ 91,905
April 15, 2016 [Member]
Financing Receivable, Impaired [Line Items]
Common stock, shares issued		4,118,500
Common stock, shares outstanding		4,118,500
April 15, 2016 [Member] | Forward Stock Split [Member]
Financing Receivable, Impaired [Line Items]
Common stock, shares issued		20,592,500
Common stock, shares outstanding		20,592,500

Acquisition of Environmental 23

Acquisition of Environmental Turf Services (Details Narrative) - USD ($)	Oct. 10, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Jun. 30, 2016
Accounts payable		$ 491,928		$ 491,928		$ 730,026
Cost of revenues		577,829	$ 386,487	854,937	$ 645,331
Operating expenses		$ 600,800	$ 486,877	$ 1,063,220	$ 1,021,701
Purchase Agreement [Member] | Environmental Turf Services, LLC [Member]
Purchase price	$ 346,000
Accounts payable	$ 200,000
Number of common stock shares issued for purchases of assets	2,000,000
Revenues	$ 201,240
Cost of revenues	159,367
Operating expenses	$ 110,445

Acquisition of Environmental 24

Acquisition of Environmental Turf Services - Schedule of Purchase Consideration Allocated to the Assets Acquired and Liabilities Assumed (Details) - USD ($)	Dec. 31, 2016	Oct. 14, 2016	Jun. 30, 2016
Goodwill	$ 33,695
Environmental Turf Services, LLC [Member]
Cash		$ 15,740
Accounts receivable		247,097
Inventory		54,702
Property and equipment		24,696
Goodwill		33,695
Accrued expenses		(3,163)
Billing in excess of earnings		(26,767)
Total purchase consideration		$ 346,000

Acquisition of Environmental 25

Acquisition of Environmental Turf Services - Schedule of Business Acquisition, Pro Forma Unaudited Operating Results of EnviroTurf (Details)	6 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Business Combinations [Abstract]
Revenues	$ 1,826,215
Net loss	$ (1,101,947)
Loss per common share - basic and dilutive | $ / shares	$ (0.04)
Weighted average shares outstanding - basic and dilutive | shares	25,106,473

Property and Equipment, Net (De

Property and Equipment, Net (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 10,431	$ 6,151

Property and Equipment, Net - S

Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 100,171	$ 75,475
Less: Accumulated depreciation	(48,230)	(37,799)
Total Property and equipment, net	51,941	37,676
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	51,794	51,794
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	24,696
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	15,254	15,254
Molds and Dies [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,200	4,200
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,227	$ 4,227

Intangible Assets, Net (Details

Intangible Assets, Net (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization expense	$ 7,778	$ 23,791

Intangible Assets, Net - Summar

Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Total, cost	$ 85,261	$ 76,361
Accumulated Amortization	(70,499)	(62,721)
Intangible assets, net	14,762	13,640
Trademark and Patent [Member]
Total, cost	17,177	8,277
Transformations Exercise Fitness Program [Member]
Total, cost	62,500	62,500
Computer Software [Member]
Total, cost	$ 5,584	$ 5,584

Short Term Financing (Details N

Short Term Financing (Details Narrative) - USD ($)	May 03, 2016	Dec. 31, 2016	Jun. 30, 2016
Original issue discount amount			$ 154,462
Securities Purchase Agreement [Member] | Single Accredited Investor [Member]
Debt principal amount	$ 125,000
Debt maturity date	Dec. 31, 2016
Original issue discount amount	$ 20,000
Debt issued to pay related party debt expenses	5,000
Proceeds from related party debt	$ 100,000

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Nov. 11, 2016	Oct. 20, 2015	Feb. 06, 2015	Dec. 16, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Jun. 30, 2016	Jun. 12, 2014	Jun. 10, 2014
Debt Instrument [Line Items]
Note payable					$ 3,500,000		$ 3,500,000		$ 2,712,787
Principal and accrued interest settled with common stock							278,689
Loss on extinguishment of debt					175,575		175,575
Debt unamortized loan discount					83,465		83,465
Debt unamortized issuance costs					39,515		39,515
Stock-based compensation	$ 53,468				$ 3,724		$ 57,192	$ 75,433
Warrant [Member]
Debt Instrument [Line Items]
Dividend yield							0.00%
Expected life							7 years 6 months
Risk free rate of return							2.41%
Expected volatility							158.00%
PIMCO Note Payable [Member]
Debt Instrument [Line Items]
Principal and accrued interest settled with common stock							$ 278,689
Principal and accrued interest settled with common stock, shares							1,990,639
Warrant to purchase, percentage					10.00%		10.00%
Warrant to purchase exercise price					$ 1,500,000		$ 1,500,000
Stock-based compensation							52,595
PIMCO Note Payable [Member] | Minimum [Member]
Debt Instrument [Line Items]
Warrant to purchase exercise price					$ 350,000		$ 350,000
PIMCO Note Payable [Member] | Delayed Draw Note Facility [Member]
Debt Instrument [Line Items]
Company drew an additional funds		$ 500,000	$ 500,000
Note Purchase Agreement [Member] | PIMCO [Member]
Debt Instrument [Line Items]
Note payable issuance				$ 3,500,000							$ 2,500,000
Note bears interest rate				9.00%
Note due date				Jul. 12, 2020
Working capital				$ 1,000,000
Note Purchase Agreement [Member] | PIMCO [Member] | Senior Secured Note [Member]
Debt Instrument [Line Items]
Note payable issuance				$ 2,500,000
Note payable										$ 1,500,000
Note bears interest rate				14.00%

Note Payable - Schedule of Note

Note Payable - Schedule of Note Payable (Details) - USD ($)	Dec. 31, 2016	Jun. 30, 2016
Debt Disclosure [Abstract]
Note payable	$ 3,500,000	$ 2,712,787
Less: unamortized loan discount		(154,462)
Less: unamortized debt issuance costs		(79,605)
Total note payable, net	$ 3,500,000	$ 2,478,720

Bank Line of Credit (Details Na

Bank Line of Credit (Details Narrative)	Jul. 24, 2015
Chief Executive Officer [Member]
Percentage of line of credit bears interest at prime plus rate	4.00%

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	6 Months Ended
	Dec. 31, 2016USD ($)Officers	Jun. 30, 2016USD ($)
Related Party Transaction [Line Items]
Salaries and bonuses payable	$ 95,620	$ 95,620
Number of officers and membership holders | Officers	4
David E Vautrin [Member]
Related Party Transaction [Line Items]
Salary and variable compensation payable	$ 14,061
Charles Joiner [Member]
Related Party Transaction [Line Items]
Salary and variable compensation payable	$ 14,061

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - USD ($)

Dec. 26, 2016

Nov. 11, 2016

Nov. 09, 2016

Oct. 10, 2016

Oct. 07, 2016

Jun. 26, 2015

Dec. 17, 2014

Dec. 31, 2016

Dec. 31, 2016

Dec. 31, 2015

Aug. 13, 2016

Jun. 30, 2016

Class of Stock [Line Items]

Number of common stock shares issued

250,000

869,565

28,879

Fair value of options granted

$ 126,087

Stock-based compensation

$ 53,468

$ 3,724

$ 57,192

$ 75,433

GlideBoxx LLC [Member]

Class of Stock [Line Items]

Fair value of options granted

$ 8,900

Number of common stock shares issued for purchases of assets

100,000

Concentration risk, percentage

5.00%

Revenue of cash or kind period

7 years

2014 Stock Incentive Plan [Member]

Class of Stock [Line Items]

Share-based compensation arrangement by share-based payment award, number of shares available for grant

3,000,000

3,000,000

Stock Incentive Plan [Member]

Class of Stock [Line Items]

Number of option to employees purchase plan, shares

825,000

Option expiry term

3 years

Number of option exercise price, per share

$ 0.07

Fair value of options granted

$ 47,970

Dividend yield

0.00%

Expected life

3 years

Risk free rate

0.99%

Expected volatility

158.00%

Equity Purchase Agreement [Member] | Kodiak Capital LLC [Member]

Class of Stock [Line Items]

Long-term purchase commitment, amount

$ 5,000,000

$ 5,000,000

Noncontrolling interest, ownership percentage by noncontrolling owners

9.99%

Purcahse agreement termination closing date

Dec. 31, 2016

Dec. 31, 2016

Number of common stock shares issued

2,725,000

Number of common stock value issued

$ 213,825

Number of common stock shares issued for services

3,100,000

Investment Agreement [Member]

Class of Stock [Line Items]

Maximum value of common stock authorized to sale

$ 5,000,000

Value of put option

$ 500,000

Stock Purchase Agreement [Member] | Yayu General Machinery Co., LTD[Member]

Class of Stock [Line Items]

Number of common stock shares issued for consideration of future inventory purchases

200,000

Common stock price per share

$ 1

Number of common stock value issued for consideration of future inventory purchases

$ 200,000

Prepaid expenses

$ 54,635

$ 54,635

$ 105,096

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Jun. 18, 2015USD ($)ft²	Jun. 05, 2015USD ($)	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Other Commitments [Line Items]
Lease expiration date		Jan. 31, 2017
Sublease rent expense		$ 5,000
Rent expense			$ 141,721	$ 67,937
Lease Agreement [Member]
Other Commitments [Line Items]
Area of square feet | ft²	25,788
Operating lease period	38 months
Lease expiration date	Oct. 31, 2018
Operating leases rent expense	$ 16,504