Document And Entity Information
Document And Entity Information | 6 Months Ended |
Dec. 31, 2016 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | XFIT BRANDS, INC. |
Entity Central Index Key | 1,623,554 |
Document Type | S-1/A |
Document Period End Date | Dec. 31, 2016 |
Amendment Flag | true |
Amendment Description | Amendment No 1 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | XFTB |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||||||
Cash | $ 78,745 | $ 6,829 | $ 139,666 | $ 51,016 | ||
Accounts receivable | 593,567 | 179,636 | 92,823 | |||
Royalties receivable | 75,000 | |||||
Prepaid expenses | 63,947 | 114,060 | 333,572 | |||
Inventory | 400,008 | 288,184 | 169,292 | |||
Total Current Assets | 1,136,267 | 588,709 | 721,703 | |||
Long Term Assets | ||||||
Property and equipment, net | 51,941 | 37,676 | 42,292 | |||
Other assets | ||||||
Deposits | 23,467 | 23,467 | 27,480 | |||
Intangible assets, net | 14,762 | 13,640 | 52,264 | |||
Goodwill | 33,695 | |||||
TOTAL ASSETS | 1,260,132 | 663,492 | 843,739 | |||
Current Liabilities | ||||||
Accounts payable | 491,928 | 730,026 | 446,063 | |||
Related party payable | 95,620 | 95,620 | 95,620 | |||
Accrued expenses and interest | 122,505 | 165,486 | 214,310 | |||
Customer deposits | 254,241 | 129,201 | 158,467 | |||
Line of credit | 34,999 | 34,999 | ||||
Short term financing, net of discounts | 108,333 | |||||
Billings in excess of earnings | 9,132 | |||||
Total Current Liabilities | 1,008,425 | 1,263,665 | 914,460 | |||
Notes payable, net of discounts | 3,500,000 | 2,478,720 | 1,620,289 | |||
Total Liabilities | 4,508,425 | 3,742,385 | 2,534,749 | |||
Commitments and contingencies | ||||||
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, June 30, 2016 and 2015 | ||||||
Common stock, $0.0001 par value; 1,250,000,000 shares authorized, 29,156,890, 21,192,807 and 20,367,500 shares issued and outstanding as of December 31, 2016, June 30, 2016 and 2015, respectively | 2,916 | 2,119 | 2,037 | |||
Additional paid in capital | 5,594,736 | 4,712,245 | 4,317,444 | |||
Accumulated deficit | (8,845,945) | (7,793,257) | (6,010,491) | |||
Total Stockholders' Deficit | (3,248,293) | (3,078,893) | (1,691,010) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,260,132 | 663,492 | $ 843,739 | |||
Environmental Turf Services, LLC [Member] | ||||||
Current Assets | ||||||
Cash | $ 15,740 | 14 | 4,292 | $ 4,292 | ||
Accounts receivable | 247,097 | 200,108 | 295,230 | 58,053 | ||
Inventory | 63,611 | 44,702 | 31,915 | |||
Total Current Assets | 317,539 | 263,733 | 344,224 | |||
Long Term Assets | ||||||
Property and equipment, net | 24,696 | 24,315 | 11,596 | 16,288 | ||
Other assets | ||||||
TOTAL ASSETS | 342,235 | 288,048 | 355,820 | 106,270 | ||
Current Liabilities | ||||||
Accounts payable | 1,242,509 | 1,036,894 | 1,000,355 | 895,751 | ||
Accrued expenses and other current liabilities | 3,163 | 5,041 | 17,553 | 18,747 | ||
Related party payable | 500 | |||||
Promissory note, related party | 15,000 | 500 | 15,000 | 15,000 | ||
Note payable | 12,198 | |||||
Billings in excess of earnings | 26,767 | 126,558 | 202,657 | 36,339 | ||
Total Current Liabilities | 1,287,439 | 1,183,993 | 1,236,065 | 978,035 | ||
Stockholders' Deficit | ||||||
Members Equity | (945,204) | (895,945) | (880,245) | (871,765) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 342,235 | $ 288,048 | $ 355,820 | $ 106,270 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 29,156,890 | 21,192,807 | 20,367,500 |
Common stock, shares outstanding | 29,156,890 | 21,192,807 | 20,367,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Revenues | ||||||||||
Product sales | $ 902,185 | $ 674,675 | $ 1,394,192 | $ 1,147,931 | $ 2,342,347 | $ 1,833,800 | ||||
Royalties | 15,413 | 205,439 | ||||||||
Total revenues | 2,357,760 | 2,039,239 | ||||||||
Cost of revenues | 577,829 | 386,487 | 854,937 | 645,331 | 1,326,036 | 1,418,495 | ||||
Gross profit | 324,356 | 288,188 | 539,255 | 502,600 | 1,031,724 | 620,744 | ||||
Operating expenses | ||||||||||
General and administrative | 526,472 | 402,575 | 924,717 | 847,505 | 1,891,832 | 1,524,270 | ||||
Depreciation and amortization | 18,209 | 29,942 | 62,043 | 27,009 | ||||||
Sales and marketing | 74,328 | 84,302 | 138,503 | 174,196 | 353,421 | 323,050 | ||||
Total operating expenses | 600,800 | 486,877 | 1,063,220 | 1,021,701 | 2,245,253 | 1,847,320 | ||||
(Loss) income from operations | (276,444) | (198,689) | (523,965) | (519,101) | (1,213,529) | (1,226,576) | ||||
Other income (expense) | ||||||||||
Interest expense | (194,216) | (142,279) | (353,148) | (258,556) | (569,237) | (381,981) | ||||
Loss on extinguishment of debt | (175,575) | (175,575) | ||||||||
Other income | 14,762 | |||||||||
Net loss | $ (646,235) | $ (340,968) | $ (1,052,688) | $ (777,657) | $ (1,782,766) | $ (1,593,795) | ||||
Loss per common share - basic and diluted | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.04) | $ (0.09) | $ (0.08) | ||||
Weighted average shares outstanding - basic and diluted | 26,479,922 | 20,492,500 | 23,954,299 | 20,492,500 | 20,558,382 | 20,032,007 | ||||
Environmental Turf Services, LLC [Member] | ||||||||||
Revenues | ||||||||||
Total revenues | $ 432,023 | $ 1,011,992 | $ 1,897,770 | $ 2,513,659 | ||||||
Cost of revenues | 364,910 | 843,107 | 1,557,073 | 2,207,750 | ||||||
Gross profit | 67,113 | 168,885 | 340,697 | 305,909 | ||||||
Operating expenses | ||||||||||
Selling, general and administrative expense | 114,027 | 179,983 | 339,989 | 358,833 | ||||||
Depreciation and amortization | 1,450 | 2,900 | 5,805 | 8,879 | ||||||
Total operating expenses | 115,477 | 182,883 | 345,794 | 367,712 | ||||||
(Loss) income from operations | (48,364) | (13,998) | (5,097) | (61,803) | ||||||
Other income (expense) | ||||||||||
Interest expense | (900) | (1,800) | (3,550) | 2,600 | ||||||
Other income | 5 | 98 | 167 | 1,213 | ||||||
Other income (expense) | (895) | (1,702) | (3,383) | (1,387) | ||||||
Net loss | (49,259) | (15,700) | (8,480) | (63,190) | ||||||
Members’ deficit, beginning of period | $ (945,204) | (895,945) | $ (895,945) | (880,245) | (871,765) | (808,575) | ||||
Members' deficit, beginning of period | $ (945,204) | $ (880,245) | $ (895,945) | $ (880,245) | $ (895,945) | $ (880,245) | $ (871,765) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2014 | $ 2,000 | $ 3,817,667 | $ (4,416,696) | $ (597,029) |
Balance, shares at Jun. 30, 2014 | 20,000,000 | |||
Distribution | (100,000) | (100,000) | ||
Shares issued for services | $ 1 | 244,813 | 244,814 | |
Shares issued for services, shares | 12,500 | |||
Shares issued for Asset Purchase | $ 6 | 54,994 | 55,000 | |
Shares issued for Asset Purchase, shares | 55,000 | |||
Shares issued for vendor credits | $ 30 | 299,970 | 300,000 | |
Shares issued for vendor credits, shares | 300,000 | |||
Stock options to employees | ||||
Net loss | (1,593,795) | (1,593,795) | ||
Balance at Jun. 30, 2015 | $ 2,037 | 4,317,444 | (6,010,491) | (1,691,010) |
Balance, shares at Jun. 30, 2015 | 20,367,500 | |||
Shares issued to employees | $ 13 | 113,987 | 114,000 | |
Shares issued to employees,Shares | 135,000 | |||
Stock issued to vendors | $ 19 | 114,181 | 114,200 | |
Stock issued to vendors, Shares | 190,307 | |||
Sale of shares | $ 45 | 116,205 | 116,205 | |
Sale of shares, Shares | 450,000 | |||
Shares issued for financing | $ 5 | 49,995 | 50,000 | |
Shares issued for financing, Shares | 50,000 | |||
Stock options to employees | 433 | 433 | ||
Net loss | (1,782,766) | (1,782,766) | ||
Balance at Jun. 30, 2016 | $ 2,119 | $ 4,712,245 | $ (7,793,257) | (3,078,893) |
Balance, shares at Jun. 30, 2016 | 21,192,807 | |||
Stock options to employees | ||||
Net loss | (1,052,688) | |||
Balance at Dec. 31, 2016 | $ (3,248,293) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||||||||
Net (loss) income | $ (1,052,688) | $ (777,657) | $ (1,782,766) | $ (1,593,795) | ||||
Adjustments to reconcile net (loss) income to net cash from operations: | ||||||||
Depreciation and amortization | 18,209 | 29,942 | 62,043 | 27,009 | ||||
Loss on extinguishment of debt | 175,575 | |||||||
Amortization of debt issuance costs and loan discount | 127,753 | 91,905 | 203,975 | 146,038 | ||||
Stock based compensation | 57,192 | 75,433 | 228,200 | 244,814 | ||||
Value of stock options issued to employees | 433 | |||||||
Bad debt write-off of royalty receivable | 64,385 | |||||||
Interest on note payable added to principal | 127,658 | |||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (166,834) | (116,065) | (86,813) | (71,923) | ||||
Royalties receivable | 9,587 | 10,615 | (19,367) | |||||
Prepaid expenses | 50,113 | 127,337 | 219,512 | (33,572) | ||||
Inventory | (57,122) | 84,160 | (118,891) | 31,179 | ||||
Deposits | 4,014 | (22,967) | ||||||
Accounts payable | (112,011) | 158,044 | 283,965 | 314,919 | ||||
Accrued expenses | 19,825 | (1,036) | 36,304 | 5,000 | ||||
Payroll taxes payable | 178,155 | |||||||
Billing in excess of earnings | (17,701) | |||||||
Customer deposits | 125,040 | 51,633 | (29,267) | 117,218 | ||||
Net cash from operating activities | (832,649) | (435,037) | (776,633) | (677,292) | ||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (10,510) | (9,338) | (53,839) | |||||
Acquisition of intangible asset | (9,465) | (11,896) | ||||||
Acquisition of Environmental Turf Services, net of cash acquired | (184,260) | |||||||
Net cash from investing activities | (184,260) | (10,510) | (18,803) | (65,735) | ||||
Net cash provided by financing activities | ||||||||
Net proceeds from (payments on) line of credit | 34,197 | |||||||
Proceeds from borrowings on notes payable | 1,000,000 | 500,000 | ||||||
Repayment of notes payable | (125,000) | |||||||
Payoff of bank line of credit | (19,227) | |||||||
Related party payable | (40,311) | |||||||
Proceeds from bank line of credit | 54,226 | |||||||
Proceeds from sale of stock | 213,825 | 116,250 | ||||||
Proceeds from short term financing | 100,000 | |||||||
Proceeds from note payable | 500,000 | 500,000 | ||||||
Debt issuance costs | (25,969) | |||||||
Net cash from financing activities | 1,088,825 | 534,197 | 751,249 | 433,720 | ||||
Net change in cash | 71,916 | 88,650 | (44,187) | (309,307) | ||||
Cash at beginning of period | $ 6,829 | 6,829 | $ 139,666 | 51,016 | 51,016 | 360,323 | ||
Cash at end of period | 78,745 | 6,829 | 139,666 | 6,829 | $ 139,666 | 51,016 | ||
Supplemental cash flow information: | ||||||||
Cash paid for interest | 38,214 | 103,305 | 237,604 | 145,345 | ||||
Non-cash investing and financing activities: | ||||||||
Distribution | 100,000 | |||||||
Issuance of common shares for Asset Purchase | 55,000 | |||||||
Issuance of common shares for vendor credits | 300,000 | |||||||
Issuance value of common shares for loan fees | 50,000 | 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 | |||||||
Environmental Turf Services, LLC [Member] | ||||||||
Cash flows from operating activities: | ||||||||
Net (loss) income | (49,259) | (15,700) | (8,480) | $ (63,190) | ||||
Adjustments to reconcile net (loss) income to net cash from operations: | ||||||||
Depreciation and amortization | 1,450 | 2,900 | 5,805 | 8,879 | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (46,989) | 95,122 | (237,177) | 47,500 | ||||
Inventory | 8,909 | (18,909) | (12,787) | (11,724) | ||||
Accounts payable | 205,615 | 36,539 | 104,604 | 20,297 | ||||
Accrued expenses and other current liabilities | (1,878) | (12,512) | (1,194) | 2,068 | ||||
Billing in excess of earnings | (99,791) | (76,099) | 166,318 | 11,292 | ||||
Net cash from operating activities | 18,057 | 11,341 | 17,089 | 15,112 | ||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (1,831) | (15,619) | (1,113) | |||||
Net cash from investing activities | (1,831) | (15,619) | (1,113) | |||||
Net cash provided by financing activities | ||||||||
Proceeds from borrowings on notes payable | 500 | 12,198 | ||||||
Repayment of notes payable | (500) | (12,198) | (35,000) | |||||
Net cash from financing activities | (500) | (11,698) | (22,908) | |||||
Net change in cash | (4,278) | 4,278 | (7,680) | |||||
Cash at beginning of period | 14 | $ 14 | 4,292 | 4,292 | ||||
Cash at end of period | 15,740 | 14 | $ 4,292 | $ 14 | 4,292 | 4,292 | ||
Supplemental cash flow information: | ||||||||
Cash paid for interest | 900 | 1,800 | 3,550 | 2,600 | ||||
Income taxes |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Environmental Turf Services, LLC [Member] | ||
Organization and Nature of Business | Note 1 - Organization and Nature of Business Nature of Operations | Note 1 - Organization and Nature of Business Nature of Operations |
Nature of the Business and Sign
Nature of the Business and Significant Accounting Policies | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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. | NOTE 1 NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES 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. XFits 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 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). 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 20,000,000 shares of common stock to TD Legacy. The result of this transaction was that Holdings became a wholly owned subsidiary of XFit. The financial statements have been restated to reflect this conversion. 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 in the consolidated financial statements and notes to consolidated financial statements, numbers of shares, and share amounts have been retroactively restated to reflect the 1-for-5 forward split, unless explicitly stated otherwise. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Basis of Consolidation The consolidated financial statements include the accounts of XFit, Holdings, TDLLC 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 June 30, 2016 or 2015. Use of Estimates 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk include cash, accounts receivable, royalties receivable, revenue, and vendor concentrations. At times, the Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management monitors the credit rating and concentration of risk with these financial institutions on a continuing basis to mitigate risk. The Company controls credit risk related to accounts receivable and royalties receivable through credit approvals, credit limits and monitoring procedures. As of June 30, 2016, our top three customers accounted for 51.9% of our total revenues being Crunch Franchising, LLC (33.7%), CA Management Co., Ltd. (9.6%) and Eye Fitness (8.7%). Two customers accounted for 90% of our accounts receivable, being Crunch Franchising, LLC ($127,512/71%), and 24 Hour Fitness USA, Inc. ($33,060/19%). As of June 30, 2015, two customers accounted for 88% of our accounts and royalties receivable, being Crunch Franchising, LLC ($72,889/43%), and Partner Business ($75,000/45%). We have written agreements with all of the 2016 customers. As of June 30, 2016, three vendors accounted for 44% of our accounts payable being American Express ($116,310/16%), Everblooming Industrial Limited ($111,094/15%), and Wells Fargo Bank ($95,462/13%). As of June 30, 2015, three vendors accounted for 68% of our accounts payable, being Indeglia & Carney ($51,465/12%), Lynam Industries ($203,394/46%), and Wells Fargo Bank ($46,683/10%). We have written agreements with a majority of the 2016 vendors. We expect our customer and vendor concentration to decrease as we expand our business. Fair Value of Financial Instruments ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of its financial instruments based on a three-level hierarchy for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect managements market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy: Level 1 Valuations based on unadjusted quoted market prices in active markets for identical securities. Level 2 Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Level 3 Valuations based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement. At June 30, 2014, the warrants issued in connection with the loan discussed in Note 5 were measured at fair value on a non-recurring basis using unobservable inputs (Level 3). Financial Instruments The carrying amounts of cash, accounts and royalties receivable, accounts payable and accrued expenses approximate fair value as of June 30, 2016 and 2015, due to the short-term nature of the instruments. Long-Lived Assets and Intangible Assets In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company had no such asset impairments at June 30, 2016 or 2015. There can be no assurance, however, that market conditions will not change or demand for the Companys products under development will continue. Either of these could result in future impairment of long-lived assets. Revenue Recognition Product sales are recognized upon shipment of inventory to customers. Royalty revenues are recognized upon the terms of the underlying royalty agreements, when amounts are reliably measurable and collectability is assured. Accounts receivable consist primarily of receivables from product sales. Management determines the allowance for doubtful accounts based on historical losses and current economic conditions. On a continuing basis, management analyzes delinquent receivables, and once these receivables are determined to be uncollectible, they are written off against an existing allowance account. As of June 30, 2016 and 2015, the Company has determined that an allowance for doubtful accounts is not necessary as all accounts are considered fully collectible. Cash and Cash Equivalents The Company considers cash on hand, cash in banks and other highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. Inventory Inventory, which primarily represents finished goods, is valued at the lower of cost or market. Cost has been derived principally using standard costs utilizing the first-in, first-out method. Write-downs for finished goods are recorded when the net realizable value has fallen below cost and provide for slow moving or obsolete inventory. 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 June 30, 2016 and 2015, the Company had $602,112 and $527,112 of total gross debt issuance costs, respectively. Amortization of the debt issuance costs was $203,975 and $146,038 for the years ended June 30, 2016 and 2015, respectively, which was recorded as a component of interest expense on the consolidated statements of operations. Income Taxes In accordance with ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company maintains a valuation allowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset in the future tax consequences. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. The Company has adopted the provisions set forth in ASC Topic 740 to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of income tax expense in the Companys financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. The Company uses the more likely than not criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company has determined that it has no material unrecognized tax assets or liabilities related to uncertain tax positions as of June 30, 2016 and 2015. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. The Companys policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on its consolidated balance sheets at June 30, 2016 and 2015, respectively. Taxes Collected from Customers and Remitted to Governmental Authorities The Company reports taxes collected, which are primarily sales tax, on a net basis. Income (Loss) per Share The basic (loss) income per share is calculated by dividing the Companys net (loss) income available to common shareholders by the weighted average number of common shares during the year. The diluted net (loss) income per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. 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) income per share is the same as basic net (loss) income per share due to the lack of dilutive items. As of June 30, 2016 and 2015, the Company had 2,354,756 and 2,263,060 dilutive shares outstanding, respectively, that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive. Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized using the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Furniture 3 years Machinery 3-5 years Prepaid Expenses During the year ended June 30, 2015, the Company issued 300,000 shares of its common stock valued at $300,000 to two key vendors in consideration of future inventory purchases. As of June 30, 2015, the Company has not utilized these vendor credits and the $300,000 is included in prepaid expenses on the consolidated balance sheets. During the year ended June 30, 2016, we had consumed all of the credit with one vendor and had approximately $105,000 remaining with the other at year end. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense was $38,492 and $77,175 for the years ended June 30, 2016 and 2015, respectively, and is included in sales and marketing expense on the consolidated statements of operations. Shipping and Handling Fees All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues and are reported as product sales in the consolidated statements of operations. Costs incurred by the Company for shipping and handling are reported within cost of revenues in the consolidated statements of operations. Reclassifications Certain reclassifications were made to the prior period consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss. Recently Issued Accounting Standards 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 . Subsequent Events In accordance with ASC 855, Subsequent Events | ||
Environmental Turf Services, LLC [Member] | ||||
Nature of the Business and Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation: Revenue Recognition: The Company recognizes revenues on sales and cost of sales related to long-term contracts are accounted for under the percentage-of-completion method. Sales under fixed-type contracts are generally recognized upon passage of title to the customer, which usually coincides with physical delivery or customer acceptance as specified in contractual terms. Such sales are recorded at the cost of items delivered or accepted plus a proportion of profit expected to be realized on a contract, based on the ratio of such costs to total estimated costs at completion. Sales, including estimated earned fees, under cost reimbursement-type contracts are recognized as costs are incurred. Profits expected to be realized on contracts are based on the Company’s estimates of total contract sales value and costs at completion. These estimates are reviewed and revised periodically throughout the lives of the contracts with adjustments to profits resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are made. When management believes the cost of completing a contract, excluding general and administrative expenses, will exceed contract-related revenues, the full amount of the anticipated contract loss is recognized. Revenues recognized in excess of amounts billed are classified as current assets under ’‘Cost and earnings in excess of estimated billings.’’ Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under ’‘Billings in excess of costs and estimated earnings.’’ Use of Estimates: Cash Concentration: Concentrations From time to time, the Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the six an three months period ended June 30, 2016 and September 30, 2016, three customers accounted for 86% and 90%, respectively, of the net revenues. At June 30, 2016 and September 30, 2016, two customers accounted for 90% of the accounts receivable, net. Accounts Receivable: Inventories Property and Equipment: Useful Life Equipment 5-7 Years Vehicles 5 Years Furniture and office equipment 5-7 Years Computer and software 3 Years Repairs and maintenance expenditures not anticipated to extend asset lives and/or productive functionality are expenses as incurred. Upon retirement or disposal, the asset’s carrying value and related accumulated depreciation or amortization are eliminated with a corresponding gain or loss recorded from operations. Long-Lived Assets: Fair Value of Financial Instruments Income Taxes: Income Taxes The Company’s federal and state income tax returns are subject to examination by the Internal Revenue Service, generally three years after the tax returns were filed. Advertising Warranties | Note 2 - Summary of Significant Accounting Policies Basis of Presentation: Revenue Recognition: The Company recognizes revenues on sales and cost of sales related to long-term contracts and are accounted for under the percentage-of-completion method. Sales under fixed-type contracts are generally recognized upon passage of title to the customer, which usually coincides with physical delivery or customer acceptance as specified in contractual terms. Such sales are recorded at the cost of items delivered or accepted plus a proportion of profit expected to be realized on a contract, based on the ratio of such costs to total estimated costs at completion. Sales, including estimated earned fees, under cost reimbursement-type contracts are recognized as costs are incurred. Profits expected to be realized on contracts are based on the Company’s estimates of total contract sales value and costs at completion. These estimates are reviewed and revised periodically throughout the lives of the contracts with adjustments to profits resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are made. When management believes the cost of completing a contract, excluding general and administrative expenses, will exceed contract-related revenues, the full amount of the anticipated contract loss is recognized. Revenues recognized in excess of amounts billed are classified as current assets under ’‘Cost and earnings in excess of estimated billings.’’ Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under ’‘Billings in excess of costs and estimated earnings.’’ Use of Estimates: Cash Concentration: Concentrations From time to time, the Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the years ended December 31, 2015 and 2014, five and three customers accounted for 86% and 55%, respectively, of the net revenues. At December 31, 2015 and 2014, one and two customers accounted for 86% and 100%, respectively, of the accounts receivable, net. Accounts Receivable: Inventorie Property and Equipment: Useful Life Equipment 5-7 Years Vehicles 5 Years Furniture and office equipment 5-7 Years Computer and software 3 Years Repairs and maintenance expenditures not anticipated to extend asset lives and/or productive functionality are expenses as incurred. Upon retirement or disposal, the asset’s carrying value and related accumulated depreciation or amortization are eliminated with a corresponding gain or loss recorded from operations. Long-Lived Assets: Fair Value of Financial Instruments Income Taxes: Income Taxes The Company’s federal and state income tax returns are subject to examination by the Internal Revenue Service, generally three years after the tax returns were filed. Advertising Warranties |
Accounts Receivable
Accounts Receivable | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Environmental Turf Services, LLC [Member] | |||
Accounts Receivable | Note 3 – accounts receivable As of June 30, 2016 and September 30, 2016, accounts receivables consisted of the following: June 30, 2016 September 30, 2016 Amounts billed: Completed contracts $ 233,850 $ 280,839 Less: Allowance for doubtful accounts (33,742 ) (33,742 ) $ 200,108 $ 247,097 | Note 3 – accounts receivable As of December 31, 2015 and 2014, accounts receivables consisted of the following: 2015 2014 Amounts billed: Completed contracts $ 328,972 $ 91,795 Less: Allowance for doubtful accounts (33,742 ) (33,742 ) $ 295,230 $ 58,053 | Note 3 – accounts receivable As of June 30, 2016 and September 30, 2016, accounts receivables consisted of the following: June 30, 2016 September 30, 2016 Amounts billed: Completed contracts $ 233,850 $ 280,839 Less: Allowance for doubtful accounts (33,742 ) (33,742 ) $ 200,108 $ 247,097 |
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 |
Costs and Estimated Earnings On
Costs and Estimated Earnings On Uncompleted Contracts | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Environmental Turf Services, LLC [Member] | ||
Costs and Estimated Earnings On Uncompleted Contracts | Note 4 – Costs and estimated earnings on uncompleted contracts Costs and estimated earnings on uncompleted contracts and related amounts billed as of June 30, 2016 and September 30, 2016 are as follows: June 30, 2016 September 30, 2016 Costs incurred on uncompleted contracts $ 534,706 $ 594,147 Estimated earnings 100,125 100.125 Less: Billings to date 508,273 667,505 $ 126,558 $ 26,767 Such amounts are included in the accompanying balance sheets as of June 30, 2016 and September 30, 2016 under the following captions: June 30, 2016 September 30, 2016 Billings in excess of costs and estimated earnings $ 126,558 $ 26,767 $ 126,558 $ 26,767 | Note 4 – Costs and estimated earnings on uncompleted contracts Costs and estimated earnings on uncompleted contracts and related amounts billed as of December 31, 2015, and December 31, 2014, are as follows: 2015 2014 Costs incurred on uncompleted contracts $ 273,872 $ 325,774 Estimated earnings 395,558 105,998 Less: Billings to date 466,773 395,433 $ 202,657 $ 36,339 Such amounts are included in the accompanying balance sheets at December 31, 2015 and 2014, under the following captions: 2015 2014 Billings in excess of costs and estimated earnings $ 202,657 $ 36,339 $ 202,657 $ 36,339 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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. | NOTE 2 PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following at: June 30, 2016 June 30, 2015 Office furniture and equipment $ 51,794 $ 46,233 Warehouse equipment 15,254 13,254 Molds and dies 4,200 6,650 Leasehold improvements 4,227 Total, cost 75,475 66,137 Accumulated Depreciation (37,799 ) (23,845 ) Property and equipment, net $ 37,676 $ 42,292 Depreciation expense for the twelve months ended June 30, 2016 and 2015 was $13,954 and $12,377, respectively. | ||
Environmental Turf Services, LLC [Member] | ||||
Property and Equipment, Net | Note 5 – Property and Equipment As of June 30, 2016 and September 30, 2016 property and equipment consisted of the following: June Sept Automobiles $ 50,277 $ 50,277 Computers 2,745 2,745 Equipment 4,104 5,935 Furniture and fixtures 1,065 1,065 58,191 58,572 Less: accumulated depreciation (33,876 ) (35,326 ) $ 24,315 $ 24,696 Depreciation expense was $2,900 and $1,450 for the six and three months period ended June 30, 2016 and September 30, 2016, respectively. | note 5 – property and equipment As of December 31, 2015 and 2014, property and equipment consisted of the following: 2015 2014 Automobiles $ 37,557 $ 37,557 Computers 2,745 1,632 Equipment 2,629 2,629 Furniture and fixtures 2,541 2,541 45,472 44,359 Less: accumulated depreciation (33,876 ) (28,071 ) $ 11,596 $ 16,288 Depreciation expense was $5,805 and $8,879 for the years ended December 31, 2015 and 2014, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 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. | NOTE 3 - INTANGIBLE ASSETS, NET Intangible assets consisted of the following at: June 30, 2016 June 30, 2015 Transformations exercise fitness program $ 62,500 $ 62,500 Trademark and patent 8,277 4,396 Computer software 5,584 Total, cost 76,361 66,896 Accumulated amortization (60,052 ) (14,632 ) Intangible assets, net $ 16,309 $ 52,264 Amortization expense for the twelve months ended June 30, 2016 and 2015 was $48,089 and $14,632, respectively. |
Short Term Financing
Short Term Financing | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 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 4 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 has a maturity date of December 31, 2016 and an original issue discount of $20,000. In addition, the Company agreed to pay Investors expenses in connection with the SPA and issuance of the Note of $5,000. Accordingly, the Company received net proceeds from Investor of $100,000, which proceeds were used for investor relation services. So long as the Note is outstanding, upon any issuance of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Investor in the Note or the SPA, then the Company will notify Investor of such additional or more favorable term and such term, at Investors option, shall become a part of the Note and/or SPA. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms interest rates, and original issue discounts. Interest shall not accrue on the unpaid principal balance of this Note unless an Event of Default occurs. Upon the occurrence of an Event of Default, the outstanding balance of this Note shall bear interest at the lesser of the rate of fifteen percent (15%) per annum or the maximum rate permitted by applicable law. The Note has a prepayment deadline of November 3, 2016. Events of Default under the Note include failure to pay any amounts when due, including on the prepayment deadline, breach of covenants or representations and warranties or upon voluntary bankruptcy or insolvency proceedings. At any time following the occurrence of an Event of Default, Investor may, by written notice to the Company, declare all unpaid principal, plus all accrued interest and other amounts due hereunder to be immediately due and payable at an amount equal to 125% of the outstanding principal amount of the Note at the time of the default (Mandatory Default Amount); provided, however, that for an Event of Default for failure to pay the Note in full on the Prepayment Deadline, Investor will not accelerate the Note unless the Company fails to pay the Mandatory Default Amount (plus all accrued interest from and after the Event of Default) on the Maturity Date. |
Note Payable
Note Payable | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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. | NOTE 5 NOTE PAYABLE The note payable is comprised of the following at: June 30, 2016 2015 Note payable $ 2,712,787 $ 2,000,000 Less: unamortized loan discount (154,462 ) (277,070 ) Less: unamortized debt issuance costs (79,605 ) (102,641 ) Total Note Payable, net $ 2,478,720 $ 1,620,289 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. 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 on the PIMCO note is $2,000,000, and the Company has an additional $500,000 available to draw on this loan facility. The full principal balance outstanding related to this note is due on July 12, 2017. Subsequently, the parties reached an agreement to treat the interest as Payment in Kind (PIK) and add the interest to the amount of the loan on a quarterly basis. This, in effect, increased the amount of the loan. 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 June 30, 2016, the Company is in compliance with all covenants. In connection with the Note, the Company granted warrants to acquire up to 10% of the Companys 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. | ||
Environmental Turf Services, LLC [Member] | ||||
Note Payable | Note 6 – promissory Note Payable, related party and due to related party The Company entered into a promissory note payable with a family member of a former managing member as part of specified royalties owed as part of the acquisition of the former managing member’s equity interest. As of June 30, 2016 and September 30, 2016, the total outstanding balance on this note was $15,000. The Company was advanced proceeds from its managing member during 2015 at a zero stated interest rate. As of June 30, 2016 and September 30, 2016, the outstanding balance on the advance was $500 and $0; respectively. | Note 6 – Note Payable, Promissory note payable and due to related party On March 3, 2014 the Company entered into a short-term note payable with a financial institution. The note was due June 3, 2014 and interest is stated at 5%. The principal and interest are due upon maturity. As of December 31, 2015 and 2014, the outstanding principal balance on the note was $0 and $12,198; respectively. The Company entered into a promissory note payable with a family member of a former managing member as part of specified royalties owed as part of the acquisition of the former managing member’s equity interest. As of December 31, 2015 and 2014, the total outstanding balance on this note was $15,000. The Company was advanced proceeds from its managing member during 2015 at a zero stated interest rate. As of December 31, 2015 and 2014, the outstanding balance on the advance was $500 and $0; respectively. |
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 | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 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. | NOTE 6 RELATED PARTY TRANSACTIONS Related Party Receivable As of June 30, 2014, the Company had a related party receivable of $100,000 from TD Legacy, the sole member of Holdings at that time. In June 2014, Holdings paid the balance of the $500,000 note payable to Windsor Court Holdings, LLC (WCH) and an additional $100,000 transaction fee on behalf of TD Legacy, which redeemed the 25% interest in Holdings from WCH to TD Legacy. The Company issued a $100,000 distribution to its sole member, TD Legacy, which eliminated the related party receivable during the year ended June 30, 2015. In 2016 there were no additional related party transactions. Related Party Payable As of June 30, 2016 and 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 equity issued during 2009. |
Licensing Agreements
Licensing Agreements | 12 Months Ended |
Jun. 30, 2016 | |
Licensing Agreements | |
Licensing Agreements | NOTE 7 LICENSING AGREEMENTS On October 2, 2013, the Company entered into a license agreement with Dethrone Royalty Holdings, Inc. (Dethrone), pursuant to which the Company granted an exclusive, non-sub licensable and non-assignable right to Dethrone to use Company trademarks and other intellectual property. In consideration for the license agreement, the Company shall receive royalties of 10% of the net revenue generated by sales and other transfers of the licensed products during the term of the license agreement (subject to minimum requirement). In addition to the royalty payments, the Company received 5,437,603 shares of Dethrones common stock, at a trading value of $114,190, which was recorded as other income on the consolidated statements of operations. As of June 30, 2014, the Company wrote down the shares to fair market value, which has been recorded as a loss on value of marketable securities on the consolidated statements of operations. The change was due to a decline in the fair value of the marketable security which, in the opinion of management, was considered to be other than temporary. This agreement was terminated on February 14, 2015. Total royalties related to this agreement were zero and $75,000 for the years ended June 30, 2016 and 2015, respectively. On April 10, 2014, the Company entered into a distribution and license agreement with Partner Business Importacao e Exportacao, LTDA, a Brazilian corporation (Partner). Pursuant to the agreement, the Company granted a two-year, non-assignable, royalty-based license and right to use the trademarks and other intellectual property in the territory defined as Brazil. In consideration for the license agreement, the Company shall receive the greater of royalties of 10% of the net sales generated by sales and other transfers of the licensed products during the term of the license agreement or the minimum royalties outlined in the agreement. Total royalties related to this agreement were zero and $75,000 for the years ended June 30, 2016 and 2015, respectively. On March 26, 2015, the Company entered into a distribution agreement with Eye Fitness Pty Ltd (Eye Fitness), an Australian Company. Pursuant to the agreement, the Company granted a two-year, non-assignable, distribution agreement for Australia and key accounts in the United Kingdom, Thailand and Singapore. In consideration for the distribution agreement, the Company shall receive minimum royalties as outlined in the agreement. There was no royalty revenue for the years ended June 30, 2016 and 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 INCOME TAXES The Companys net loss before income taxes totaled $1,782,766 for the year ended June 30, 2016. During the year ended June 30, 2015, the Company had income before taxes of $1,593,795. The total provision for income taxes, which consists of U.S. federal income and California Franchise taxes, consists of the following: June 30, 2016 2015 Current taxes $ (710,664 ) $ (609,092 ) Deferred taxes 710,664 609,092 Total $ - $ - A reconciliation of the tax on the Companys loss for the year before income taxes and total tax expense are shown below: June 30, 2016 2015 Income tax liability (benefit) at the U.S statutory income tax and California Franchise tax rates (39.8 )% (39.8 )% Loss on marketable securities - - Amortization of loan discount 2.9 % 2.6 % Other differences 0.0 % 0.1 % Change in valuation allowance 36.9 % 37.1 % Total - - Based on the weight of available evidence, the Companys management has determined that it is more likely than not that the net deferred tax assets will not be realized. Therefore, the company has recorded a full valuation allowance against the net deferred tax assets. The components of net deferred tax assets recognized are as follows: June 30, 2016 2015 Deferred noncurrent tax asset: Net operating loss carry-forward $ 1,212,842 $ 502,178 Basis differences on marketable securities - 45,448 Total, deferred noncurrent tax asset 1,212,842 547,626 Deferred noncurrent tax liabilities: Value of warrants recorded as loan discount - 110,274 Other, net - - Total deferred noncurrent tax liabilities - 110,274 Total, deferred noncurrent tax asset, net 1,212,842 437,352 Valuation allowance (1,212,842 ) (437,352 ) Total $ - $ - Due to uncertainties surrounding the Companys ability to generate future U.S. taxable income to realize these assets, a full valuation allowance has been established to offset the net U.S. deferred tax asset. The future utilization of the Companys federal net operating loss and tax credit carry forwards to offset future taxable income may be subject to an annual limitation, pursuant to Internal Revenue Code sections 382 and 383, as a result of ownership changes that may have occurred previously or that could occur in the future. At June 30, 2016, the Company had federal income tax net operating losses of approximately $3.4 million. The federal net operating losses expire at various dates beginning in 2028. The Company files income tax returns in the U.S. federal jurisdiction and California. Tax years 2008 forward remain open to examination for the U.S. federal jurisdiction as a result of net operating loss carryforwards. Tax years 2009 forward remain open to examination by the state taxing authority. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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. | NOTE 9 STOCKHOLDERS DEFICIT On July 1, 2015, the Company issued 75,000 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 1,587,500 stock options to employees to be utilized on a performance and retention basis. On September 30, 2015, the Company issued 50,000 shares of its common stock valued by the Companys 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 5-Note Payable). On November 17, 2015, the Company issued options to purchase 215,000 shares of stock to six employees for services rendered. (See Note 10-Commitments and Contingencies-Stock Incentive Plan) On February 23, 2016, the Company issued 50,000 shares of common stock to an employee and 50,000 shares of common stock to a consultant as part of their former agreements with XFit Brands. The shares were valued at $60,000. On April 18, 2016, the Company issued 10,000 shares of its common stock valued at $9,000 to an employee as a signing bonus. On May 18, 2016, the Company issued 100,000 shares of its common stock valued at $60,000 to an investor relations company for services rendered. On May 19, 2016, the Company issued 5,307 shares of its common stock valued at $3,200 to a marketing consultant for services rendered. On May 24, 2016, the Company issued 200,000 shares of its common stock valued at $60,000 to an investor pursuant to an equity purchase agreement. On May 25, 2016, the Company issued 10,000 shares of its common stock valued at $6,000 to a marketing company for services rendered. On June 1, 2016, the Company issued 25,000 shares of its common stock valued at $15,000 to an investor relations company for services rendered. On June 21, 2016, the Company issued 250,000 shares of its common stock valued at $56,250 to an investor pursuant to an equity purchase agreement. | ||
Environmental Turf Services, LLC [Member] | ||||
Stockholders' Deficit | NOTE 8 – MEMBERS’ EQUITY (DEFICIT) Members’ equity consists of Class A and B Units. As of June 30, 2016 and September 30, 2016; respectively, the Company had zero Class A Units issued and 691.27 of Class B Units issued. The Class A Units were designated as financial interest holders, but had no provisions for governance and the Class B Units contain provisions for rights of voting and governance, as defined in the Company’s Operating Agreement. | Note 8 – members’ equity (deficit) Members’ equity consists of Class A and B Units. As of December 31, 2015 and 2014; respectively, the Company had zero Class A Units issued and 691.27 of Class B Units issued. The Class A Units were designated as financial interest holders, but had no provisions for governance and the Class B Units contain provisions for rights of voting and governance, as defined in the Company’s Operating Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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. | 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 August 31, 2016, at a monthly rental rate of $5,000. Future minimum lease payments under the operating lease as of June 30, 2016 are as follows: For the years ending June 30: 2017 $ 202,508 2018 208,583 2019 70,038 Total $ 481,129 Rent expense for the years ended June 30, 2016 and 2015 was $182,952 and $59,747, 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 Companys 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 Companys 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. As of June 30, 2016, the Company has not issued any shares under the plan and has granted 1,587,500 options to purchase shares under the plan. Equity Purchase Agreement On December 17, 2014, the Company entered into an Equity Purchase Agreement with Kodiak Capital LLC. 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 Companys 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 fifty-five thousand (55,000) shares of the Companys 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 was 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 during the years ended June 30, 2016 or 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 100,000 shares of its common stock at $1.00 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 until the Vendor Credit is exhausted. The Company had the total $100,000 Vendor Credit at June 30, 2015, which is included in prepaid expenses on the consolidated balance sheets. At June 30, 2016, the Company had exhausted the entire credit. 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, or $200,000. 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. The Company had the total $200,000 Vendor Credit at June 30, 2015, which is included in prepaid expenses in the consolidated balance sheets. At June 30, 2016, the Company still had approximately $105,000 remaining on the credit. | ||
Environmental Turf Services, LLC [Member] | ||||
Commitments and Contingencies | Note 7 - Commitments And Contingencies Leases: were approximately $9,000 and $3,000; respectively. Litigation, Claims and Assessments: | Note 7 - Commitments And Contingencies Leases: Litigation, Claims and Assessments: |
Subsequent Events
Subsequent Events | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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. | NOTE 11 SUBSEQUENT EVENTS On August 3, 2016 the Company entered into an Agreement with Crown Financial, LLC which advances 80% of invoices approved and assumed by Crown for collection. Depending on the length of time taken to collect the invoices, the Company will receive additional payments from Crown ranging from 18.25% if collected within 20 days to 0% if collected in 120 days. Crown has the right to require the Company to repurchase unpaid invoices outstanding for more than 120 days. 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 Companys 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. On September 2, 2016, the Company issued 550,000 shares of its common stock valued at $86,625 to an investor pursuant to an equity purchase agreement. On September 23, 2016, the Company entered into an agreement with a lender to increase the value of the note payable and to extend the due date. At this time both the new value and the revised date are still to be determined. | ||
Environmental Turf Services, LLC [Member] | ||||
Subsequent Events | Note 9 - Subsequent Events The Company has evaluated subsequent events through December 28, 2016, the date the financial statements were available to be issued and has determined the following subsequent events require disclosure in the financial statements: On October 14, 2016 but effective as of October 10, 2016, XFit Brands, Inc. (“XFit” or the “Company”) acquired the assets of the Company pursuant to a definitive Asset Purchase Agreement dated October 10, 2016 (the “Purchase Agreement”) between XFit and the Company. The acquired assets consisted of inventory, accounts receivable, equipment and vehicles, the registered trademark “ENVIROTURF” and the associated goodwill. The acquisition was completed on October 14, 2016 upon delivery and acceptance of the schedules to the Purchase Agreement. At the closing of the Acquisition, XFit 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 restricted 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. XFit will fund the non-share purchase price and the costs and expenses of the Acquisition through a combination of cash on hand and internally-generated working capital. The Purchase Agreement contains customary representations, warranties and covenants by the parties. | Note 9 - Subsequent Events The Company has evaluated subsequent events through December 28, 2016, the date the financial statements were available to be issued and has determined the following subsequent events require disclosure in the financial statements: On October 14, 2016 but effective as of October 10, 2016, XFit Brands, Inc. (“XFit” or the “Company”) acquired the assets of the Company pursuant to a definitive Asset Purchase Agreement dated October 10, 2016 (the “Purchase Agreement”) between XFit and the Company. The acquired assets consisted of inventory, accounts receivable, equipment and vehicles, the registered trademark “ENVIROTURF” and the associated goodwill. The acquisition was completed on October 14, 2016 upon delivery and acceptance of the schedules to the Purchase Agreement. At the closing of the Acquisition, XFit 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 restricted 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. XFit will fund the non-share purchase price and the costs and expenses of the Acquisition through a combination of cash on hand and internally-generated working capital. The Purchase Agreement contains customary representations, warranties and covenants by the parties. |
Nature of the Business and Si23
Nature of the Business and Significant Accounting Policies (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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. | 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 in the consolidated financial statements and notes to consolidated financial statements, numbers of shares, and share amounts have been retroactively restated to reflect the 1-for-5 forward 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 Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). | ||
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. | Basis of Consolidation The consolidated financial statements include the accounts of XFit, Holdings, TDLLC 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 June 30, 2016 or 2015. | ||
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. | Use of Estimates 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. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk include cash, accounts receivable, royalties receivable, revenue, and vendor concentrations. At times, the Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management monitors the credit rating and concentration of risk with these financial institutions on a continuing basis to mitigate risk. The Company controls credit risk related to accounts receivable and royalties receivable through credit approvals, credit limits and monitoring procedures. As of June 30, 2016, our top three customers accounted for 51.9% of our total revenues being Crunch Franchising, LLC (33.7%), CA Management Co., Ltd. (9.6%) and Eye Fitness (8.7%). Two customers accounted for 90% of our accounts receivable, being Crunch Franchising, LLC ($127,512/71%), and 24 Hour Fitness USA, Inc. ($33,060/19%). As of June 30, 2015, two customers accounted for 88% of our accounts and royalties receivable, being Crunch Franchising, LLC ($72,889/43%), and Partner Business ($75,000/45%). We have written agreements with all of the 2016 customers. As of June 30, 2016, three vendors accounted for 44% of our accounts payable being American Express ($116,310/16%), Everblooming Industrial Limited ($111,094/15%), and Wells Fargo Bank ($95,462/13%). As of June 30, 2015, three vendors accounted for 68% of our accounts payable, being Indeglia & Carney ($51,465/12%), Lynam Industries ($203,394/46%), and Wells Fargo Bank ($46,683/10%). We have written agreements with a majority of the 2016 vendors. We expect our customer and vendor concentration to decrease as we expand our business. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of its financial instruments based on a three-level hierarchy for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect managements market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy: Level 1 Valuations based on unadjusted quoted market prices in active markets for identical securities. Level 2 Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Level 3 Valuations based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement. At June 30, 2014, the warrants issued in connection with the loan discussed in Note 3 were measured at fair value on a non-recurring basis using unobservable inputs (Level 3). | |||
Financial Instruments | Financial Instruments The carrying amounts of cash, accounts and royalties receivable, accounts payable and accrued expenses approximate fair value as of June 30, 2016 and 2015, due to the short-term nature of the instruments. | |||
Long-Lived Assets and Intangible Assets | Long-Lived Assets and Intangible Assets In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company had no such asset impairments at June 30, 2016 or 2015. There can be no assurance, however, that market conditions will not change or demand for the Companys products under development will continue. Either of these could result in future impairment of long-lived assets. | |||
Revenue Recognition | Revenue Recognition Product sales are recognized upon shipment of inventory to customers. Royalty revenues are recognized upon the terms of the underlying royalty agreements, when amounts are reliably measurable and collectability is assured. Accounts receivable consist primarily of receivables from product sales. Management determines the allowance for doubtful accounts based on historical losses and current economic conditions. On a continuing basis, management analyzes delinquent receivables, and once these receivables are determined to be uncollectible, they are written off against an existing allowance account. As of June 30, 2016 and 2015, the Company has determined that an allowance for doubtful accounts is not necessary as all accounts are considered fully collectible. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash on hand, cash in banks and other highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. | |||
Inventory | Inventory Inventory, which primarily represents finished goods, is valued at the lower of cost or market. Cost has been derived principally using standard costs utilizing the first-in, first-out method. Write-downs for finished goods are recorded when the net realizable value has fallen below cost and provide for slow moving or obsolete inventory. | |||
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. | 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 June 30, 2016 and 2015, the Company had $602,112 and $527,112 of total gross debt issuance costs, respectively. Amortization of the debt issuance costs was $203,975 and $146,038 for the years ended June 30, 2016 and 2015, respectively, which was recorded as a component of interest expense on the consolidated statements of operations. | ||
Income Taxes | Income Taxes In accordance with ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company maintains a valuation allowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset in the future tax consequences. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. The Company has adopted the provisions set forth in ASC Topic 740 to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of income tax expense in the Companys financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. The Company uses the more likely than not criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company has determined that it has no material unrecognized tax assets or liabilities related to uncertain tax positions as of June 30, 2016 and 2015. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. The Companys policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on its consolidated balance sheets at June 30, 2016 and 2015, respectively. | |||
Taxes Collected from Customers and Remitted to Governmental Authorities | Taxes Collected from Customers and Remitted to Governmental Authorities The Company reports taxes collected, which are primarily sales tax, on a net basis. | |||
Income (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. | Income (Loss) per Share The basic (loss) income per share is calculated by dividing the Companys net (loss) income available to common shareholders by the weighted average number of common shares during the year. The diluted net (loss) income per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. 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) income per share is the same as basic net (loss) income per share due to the lack of dilutive items. As of June 30, 2016 and 2015, the Company had 2,354,756 and 2,263,060 dilutive shares outstanding, respectively, that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive. | ||
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized using the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Furniture 3 years Machinery 3-5 years | |||
Prepaid Expenses | Prepaid Expenses During the year ended June 30, 2015, the Company issued 300,000 shares of its common stock valued at $300,000 to two key vendors in consideration of future inventory purchases. As of June 30, 2015, the Company has not utilized these vendor credits and the $300,000 is included in prepaid expenses on the consolidated balance sheets. During the year ended June 30, 2016, we had consumed all of the credit with one vendor and had approximately $105,000 remaining with the other at year end. | |||
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expense was $38,492 and $77,175 for the years ended June 30, 2016 and 2015, respectively, and is included in sales and marketing expense on the consolidated statements of operations. | |||
Shipping and Handling Fees | Shipping and Handling Fees All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues and are reported as product sales in the consolidated statements of operations. Costs incurred by the Company for shipping and handling are reported within cost of revenues in the consolidated statements of operations. | |||
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. | Reclassifications Certain reclassifications were made to the prior period consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss. | ||
Recently Issued Accounting Standards | 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 . | Recently Issued Accounting Standards 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 . | ||
Subsequent Events | Subsequent Events In accordance with ASC 855, Subsequent Events | |||
Environmental Turf Services, LLC [Member] | ||||
Basis of Presentation | Basis of Presentation: | Basis of Presentation: | ||
Use of Estimates | Use of Estimates: | Use of Estimates: | ||
Concentration of Credit Risk | Concentrations From time to time, the Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the six an three months period ended June 30, 2016 and September 30, 2016, three customers accounted for 86% and 90%, respectively, of the net revenues. At June 30, 2016 and September 30, 2016, two customers accounted for 90% of the accounts receivable, net. | Concentrations From time to time, the Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the years ended December 31, 2015 and 2014, five and three customers accounted for 86% and 55%, respectively, of the net revenues. At December 31, 2015 and 2014, one and two customers accounted for 86% and 100%, respectively, of the accounts receivable, net. | ||
Cash concentration | Cash Concentration: | Cash Concentration: | ||
Accounts Receivable | Accounts Receivable: | Accounts Receivable: | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||
Long-Lived Assets and Intangible Assets | Long-Lived Assets: | Long-Lived Assets: | ||
Revenue Recognition | Revenue Recognition: The Company recognizes revenues on sales and cost of sales related to long-term contracts are accounted for under the percentage-of-completion method. Sales under fixed-type contracts are generally recognized upon passage of title to the customer, which usually coincides with physical delivery or customer acceptance as specified in contractual terms. Such sales are recorded at the cost of items delivered or accepted plus a proportion of profit expected to be realized on a contract, based on the ratio of such costs to total estimated costs at completion. Sales, including estimated earned fees, under cost reimbursement-type contracts are recognized as costs are incurred. Profits expected to be realized on contracts are based on the Company’s estimates of total contract sales value and costs at completion. These estimates are reviewed and revised periodically throughout the lives of the contracts with adjustments to profits resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are made. When management believes the cost of completing a contract, excluding general and administrative expenses, will exceed contract-related revenues, the full amount of the anticipated contract loss is recognized. Revenues recognized in excess of amounts billed are classified as current assets under ’‘Cost and earnings in excess of estimated billings.’’ Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under ’‘Billings in excess of costs and estimated earnings.’’ | Revenue Recognition: The Company recognizes revenues on sales and cost of sales related to long-term contracts and are accounted for under the percentage-of-completion method. Sales under fixed-type contracts are generally recognized upon passage of title to the customer, which usually coincides with physical delivery or customer acceptance as specified in contractual terms. Such sales are recorded at the cost of items delivered or accepted plus a proportion of profit expected to be realized on a contract, based on the ratio of such costs to total estimated costs at completion. Sales, including estimated earned fees, under cost reimbursement-type contracts are recognized as costs are incurred. Profits expected to be realized on contracts are based on the Company’s estimates of total contract sales value and costs at completion. These estimates are reviewed and revised periodically throughout the lives of the contracts with adjustments to profits resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are made. When management believes the cost of completing a contract, excluding general and administrative expenses, will exceed contract-related revenues, the full amount of the anticipated contract loss is recognized. Revenues recognized in excess of amounts billed are classified as current assets under ’‘Cost and earnings in excess of estimated billings.’’ Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under ’‘Billings in excess of costs and estimated earnings.’’ | ||
Inventory | Inventories | Inventorie | ||
Income Taxes | Income Taxes: Income Taxes The Company’s federal and state income tax returns are subject to examination by the Internal Revenue Service, generally three years after the tax returns were filed. | Income Taxes: Income Taxes The Company’s federal and state income tax returns are subject to examination by the Internal Revenue Service, generally three years after the tax returns were filed. | ||
Property and Equipment, net | Property and Equipment: Useful Life Equipment 5-7 Years Vehicles 5 Years Furniture and office equipment 5-7 Years Computer and software 3 Years Repairs and maintenance expenditures not anticipated to extend asset lives and/or productive functionality are expenses as incurred. Upon retirement or disposal, the asset’s carrying value and related accumulated depreciation or amortization are eliminated with a corresponding gain or loss recorded from operations. | Property and Equipment: Useful Life Equipment 5-7 Years Vehicles 5 Years Furniture and office equipment 5-7 Years Computer and software 3 Years Repairs and maintenance expenditures not anticipated to extend asset lives and/or productive functionality are expenses as incurred. Upon retirement or disposal, the asset’s carrying value and related accumulated depreciation or amortization are eliminated with a corresponding gain or loss recorded from operations. | ||
Advertising Costs | Advertising | Advertising | ||
Warranties | Warranties | Warranties |
Nature of the Business and Si24
Nature of the Business and Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Schedule of Estimated Useful Lives | The cost of property and equipment is depreciated or amortized using the straight-line method over the following estimated useful lives: Computer equipment and software 3 years Furniture 3 years Machinery 3-5 years | ||
Environmental Turf Services, LLC [Member] | |||
Schedule of Estimated Useful Lives | Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Useful Life Equipment 5-7 Years Vehicles 5 Years Furniture and office equipment 5-7 Years Computer and software 3 Years | Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Useful Life Equipment 5-7 Years Vehicles 5 Years Furniture and office equipment 5-7 Years Computer and software 3 Years |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Environmental Turf Services, LLC [Member] | ||
Schedule of Accounts Receivable | As of June 30, 2016 and September 30, 2016, accounts receivables consisted of the following: June 30, 2016 September 30, 2016 Amounts billed: Completed contracts $ 233,850 $ 280,839 Less: Allowance for doubtful accounts (33,742 ) (33,742 ) $ 200,108 $ 247,097 | As of December 31, 2015 and 2014, accounts receivables consisted of the following: 2015 2014 Amounts billed: Completed contracts $ 328,972 $ 91,795 Less: Allowance for doubtful accounts (33,742 ) (33,742 ) $ 295,230 $ 58,053 |
Costs and Estimated Earnings 26
Costs and Estimated Earnings On Uncompleted Contracts (Tables) - Environmental Turf Services, LLC [Member] | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of Costs and Estimated Earnings On Uncompleted Contracts | Costs and estimated earnings on uncompleted contracts and related amounts billed as of June 30, 2016 and September 30, 2016 are as follows: June 30, 2016 September 30, 2016 Costs incurred on uncompleted contracts $ 534,706 $ 594,147 Estimated earnings 100,125 100.125 Less: Billings to date 508,273 667,505 $ 126,558 $ 26,767 | Costs and estimated earnings on uncompleted contracts and related amounts billed as of December 31, 2015, and December 31, 2014, are as follows: 2015 2014 Costs incurred on uncompleted contracts $ 273,872 $ 325,774 Estimated earnings 395,558 105,998 Less: Billings to date 466,773 395,433 $ 202,657 $ 36,339 |
Schedule of Billings in Excess of Costs and Estimated earnings | Such amounts are included in the accompanying balance sheets as of June 30, 2016 and September 30, 2016 under the following captions: June 30, 2016 September 30, 2016 Billings in excess of costs and estimated earnings $ 126,558 $ 26,767 $ 126,558 $ 26,767 | Such amounts are included in the accompanying balance sheets at December 31, 2015 and 2014, under the following captions: 2015 2014 Billings in excess of costs and estimated earnings $ 202,657 $ 36,339 $ 202,657 $ 36,339 |
Acquisition of Environmental 27
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) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
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 | Property and equipment consisted of the following at: June 30, 2016 June 30, 2015 Office furniture and equipment $ 51,794 $ 46,233 Warehouse equipment 15,254 13,254 Molds and dies 4,200 6,650 Leasehold improvements 4,227 Total, cost 75,475 66,137 Accumulated Depreciation (37,799 ) (23,845 ) Property and equipment, net $ 37,676 $ 42,292 | ||
Environmental Turf Services, LLC [Member] | ||||
Summary of Property and Equipment | As of June 30, 2016 and September 30, 2016 property and equipment consisted of the following: June Sept Automobiles $ 50,277 $ 50,277 Computers 2,745 2,745 Equipment 4,104 5,935 Furniture and fixtures 1,065 1,065 58,191 58,572 Less: accumulated depreciation (33,876 ) (35,326 ) $ 24,315 $ 24,696 | As of December 31, 2015 and 2014, property and equipment consisted of the following: 2015 2014 Automobiles $ 37,557 $ 37,557 Computers 2,745 1,632 Equipment 2,629 2,629 Furniture and fixtures 2,541 2,541 45,472 44,359 Less: accumulated depreciation (33,876 ) (28,071 ) $ 11,596 $ 16,288 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 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 | Intangible assets consisted of the following at: June 30, 2016 June 30, 2015 Transformations exercise fitness program $ 62,500 $ 62,500 Trademark and patent 8,277 4,396 Computer software 5,584 Total, cost 76,361 66,896 Accumulated amortization (60,052 ) (14,632 ) Intangible assets, net $ 16,309 $ 52,264 |
Note Payable (Tables)
Note Payable (Tables) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Jun. 30, 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 | The note payable is comprised of the following at: June 30, 2016 2015 Note payable $ 2,712,787 $ 2,000,000 Less: unamortized loan discount (154,462 ) (277,070 ) Less: unamortized debt issuance costs (79,605 ) (102,641 ) Total Note Payable, net $ 2,478,720 $ 1,620,289 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The total provision for income taxes, which consists of U.S. federal income and California Franchise taxes, consists of the following: June 30, 2016 2015 Current taxes $ (710,664 ) $ (609,092 ) Deferred taxes 710,664 609,092 Total $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the tax on the Companys loss for the year before income taxes and total tax expense are shown below: June 30, 2016 2015 Income tax liability (benefit) at the U.S statutory income tax and California Franchise tax rates (39.8 )% (39.8 )% Loss on marketable securities - - Amortization of loan discount 2.9 % 2.6 % Other differences 0.0 % 0.1 % Change in valuation allowance 36.9 % 37.1 % Total - - |
Schedule of Net Deferred Tax Assets | The components of net deferred tax assets recognized are as follows: June 30, 2016 2015 Deferred noncurrent tax asset: Net operating loss carry-forward $ 1,212,842 $ 502,178 Basis differences on marketable securities - 45,448 Total, deferred noncurrent tax asset 1,212,842 547,626 Deferred noncurrent tax liabilities: Value of warrants recorded as loan discount - 110,274 Other, net - - Total deferred noncurrent tax liabilities - 110,274 Total, deferred noncurrent tax asset, net 1,212,842 437,352 Valuation allowance (1,212,842 ) (437,352 ) Total $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating Lease | Future minimum lease payments under the operating lease as of June 30, 2016 are as follows: For the years ending June 30: 2017 $ 202,508 2018 208,583 2019 70,038 Total $ 481,129 |
Nature of the Business and Si33
Nature of the Business and Significant Accounting Policies (Details Narrative) (10-Q) - USD ($) | Mar. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Apr. 15, 2016 |
Financing Receivable, Impaired [Line Items] | ||||||
Forward split stock description | 1-for-5 forward split | |||||
Excess stock shares authorized | 250,000,000 | 250,000,000 | ||||
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | |||
Common stock, shares issued | 29,156,890 | 21,192,807 | 20,367,500 | 4,118,500 | ||
Common stock, shares outstanding | 29,156,890 | 21,192,807 | 20,367,500 | 4,118,500 | ||
Warrants outstanding to acquire shares of common stock | 2,999,281 | 2,268,615 | ||||
Amortization of debt issuance costs | $ 127,753 | $ 91,905 | $ 203,975 | $ 146,038 | ||
Loan discount | $ 127,753 | $ 91,905 | ||||
Forward Stock Split [Member] | ||||||
Financing Receivable, Impaired [Line Items] | ||||||
Common stock, shares issued | 20,592,500 | |||||
Common stock, shares outstanding | 20,592,500 |
Nature of the Business and Si34
Nature of the Business and Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 28, 2016 | Sep. 26, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Apr. 15, 2016 |
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Forward split stock description | 1-for-5 forward split | |||||||||||||
Excess stock shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | 1,250,000,000 | |||||||||
Common stock, shares issued | 29,156,890 | 29,156,890 | 21,192,807 | 21,192,807 | 20,367,500 | 4,118,500 | ||||||||
Common stock, shares outstanding | 29,156,890 | 29,156,890 | 21,192,807 | 21,192,807 | 20,367,500 | 4,118,500 | ||||||||
Revenue, net | $ 902,185 | $ 674,675 | $ 1,394,192 | $ 1,147,931 | $ 2,342,347 | $ 1,833,800 | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,354,756 | 2,263,060 | ||||||||||||
Gross debt issuance costs | $ 602,112 | $ 602,112 | $ 527,112 | |||||||||||
Amortization of debt issuance costs | $ 127,753 | 91,905 | 203,975 | 146,038 | ||||||||||
Adverting expense | 38,492 | $ 77,175 | ||||||||||||
Environmental Turf Services, LLC [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Allowance for doubtful accounts | $ 33,742 | $ 33,742 | $ 33,742 | $ 33,742 | $ 33,742 | $ 33,742 | $ 33,742 | |||||||
Top Three Customers [Member] | Sales Revenue, Net [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 51.90% | |||||||||||||
Top Three Customers [Member] | Sales Revenue, Net [Member] | Crunch Franchising, LLC [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 33.70% | |||||||||||||
Top Three Customers [Member] | Sales Revenue, Net [Member] | CA Management Co Ltd [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 9.60% | |||||||||||||
Top Three Customers [Member] | Sales Revenue, Net [Member] | Eye Fitness [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 8.70% | |||||||||||||
Two Customers [Member] | Accounts Receivable [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 90.00% | 88.00% | ||||||||||||
Two Customers [Member] | Accounts Receivable [Member] | Crunch Franchising, LLC [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 127,512 | $ 72,889 | ||||||||||||
Percentage of concentration of credit risk | 71.00% | 43.00% | ||||||||||||
Two Customers [Member] | Accounts Receivable [Member] | 24 Hour Fitness USA, Inc [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 33,060 | |||||||||||||
Percentage of concentration of credit risk | 19.00% | |||||||||||||
Two Customers [Member] | Accounts Receivable [Member] | Partner Business [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 75,000 | |||||||||||||
Percentage of concentration of credit risk | 45.00% | |||||||||||||
Two Customers [Member] | Accounts Receivable [Member] | Environmental Turf Services, LLC [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 90.00% | 90.00% | 100.00% | |||||||||||
Three Vendors [Member] | Accounts Payable [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 44.00% | 68.00% | ||||||||||||
Three Vendors [Member] | Accounts Payable [Member] | American Express [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 116,310 | |||||||||||||
Percentage of concentration of credit risk | 16.00% | |||||||||||||
Three Vendors [Member] | Accounts Payable [Member] | Ever Blooming Industrial Limited [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 111,094 | |||||||||||||
Percentage of concentration of credit risk | 15.00% | |||||||||||||
Three Vendors [Member] | Accounts Payable [Member] | Wells Fargo Bank [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 95,462 | $ 46,683 | ||||||||||||
Percentage of concentration of credit risk | 13.00% | 10.00% | ||||||||||||
Three Vendors [Member] | Accounts Payable [Member] | Indeglia & Carney [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 51,465 | |||||||||||||
Percentage of concentration of credit risk | 12.00% | |||||||||||||
Three Vendors [Member] | Accounts Payable [Member] | Lynam Industries [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Revenue, net | $ 203,394 | |||||||||||||
Percentage of concentration of credit risk | 46.00% | |||||||||||||
Two Vendors [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Number of common stock shares issued for consideration of future inventory purchases | 300,000 | |||||||||||||
Number of common stock value issued for consideration of future inventory purchases | $ 300,000 | |||||||||||||
Vendor [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Prepaid expenses | $ 300,000 | |||||||||||||
One Vendor [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Credit with remaining the other at year end | $ 105,000 | |||||||||||||
Five Customers [Member] | Sales Revenue, Net [Member] | Environmental Turf Services, LLC [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 86.00% | |||||||||||||
Three Customers [Member] | Sales Revenue, Net [Member] | Environmental Turf Services, LLC [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 90.00% | 86.00% | 55.00% | |||||||||||
One Customers [Member] | Accounts Receivable [Member] | Environmental Turf Services, LLC [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Percentage of concentration of credit risk | 86.00% | |||||||||||||
Forward Stock Split [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Common stock, shares issued | 20,592,500 | |||||||||||||
Common stock, shares outstanding | 20,592,500 | |||||||||||||
April 15, 2016 [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Common stock, shares issued | 4,118,500 | 4,118,500 | ||||||||||||
Common stock, shares outstanding | 4,118,500 | 4,118,500 | ||||||||||||
April 15, 2016 [Member] | Forward Stock Split [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Common stock, shares issued | 20,592,500 | 20,592,500 | ||||||||||||
Common stock, shares outstanding | 20,592,500 | 20,592,500 | ||||||||||||
TD Legacy [Member] | ||||||||||||||
Financing Receivable, Impaired [Line Items] | ||||||||||||||
Stock issued during period, shares | 20,000,000 |
Acquisition of Environmental 35
Acquisition of Environmental Turf Services (Details Narrative) (10-Q) - USD ($) | Oct. 10, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts payable | $ 491,928 | $ 491,928 | $ 730,026 | $ 730,026 | $ 446,063 | ||||||
Revenues | 2,357,760 | 2,039,239 | |||||||||
Cost of revenues | 577,829 | 386,487 | 854,937 | 645,331 | 1,326,036 | 1,418,495 | |||||
Operating expenses | $ 600,800 | 486,877 | $ 1,063,220 | 1,021,701 | 2,245,253 | $ 1,847,320 | |||||
Environmental Turf Services, LLC [Member] | |||||||||||
Accounts payable | $ 1,242,509 | $ 1,000,355 | 1,036,894 | $ 1,000,355 | $ 1,036,894 | $ 1,000,355 | $ 895,751 | ||||
Revenues | 432,023 | 1,011,992 | 1,897,770 | 2,513,659 | |||||||
Cost of revenues | 364,910 | 843,107 | 1,557,073 | 2,207,750 | |||||||
Operating expenses | $ 115,477 | $ 182,883 | $ 345,794 | $ 367,712 | |||||||
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 36
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 | Jun. 30, 2015 |
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 37
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 |
Nature of the Business and Si38
Nature of the Business and Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Computer Equipment and Software [Member] | |||
Property and equipment estimated useful lives | 3 years | ||
Computer Equipment and Software [Member] | Environmental Turf Services, LLC [Member] | |||
Property and equipment estimated useful lives | 3 years | 3 years | |
Furniture [Member] | |||
Property and equipment estimated useful lives | 3 years | ||
Machinery [Member] | Minimum [Member] | |||
Property and equipment estimated useful lives | 3 years | ||
Machinery [Member] | Maximum [Member] | |||
Property and equipment estimated useful lives | 5 years | ||
Equipment [Member] | Minimum [Member] | Environmental Turf Services, LLC [Member] | |||
Property and equipment estimated useful lives | 5 years | 5 years | |
Equipment [Member] | Maximum [Member] | Environmental Turf Services, LLC [Member] | |||
Property and equipment estimated useful lives | 7 years | 7 years | |
Vehicles [Member] | Environmental Turf Services, LLC [Member] | |||
Property and equipment estimated useful lives | 5 years | 5 years | |
Furniture And Office Equipment [Member] | Minimum [Member] | Environmental Turf Services, LLC [Member] | |||
Property and equipment estimated useful lives | 5 years | 5 years | |
Furniture And Office Equipment [Member] | Maximum [Member] | Environmental Turf Services, LLC [Member] | |||
Property and equipment estimated useful lives | 7 years | 7 years |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts receivable | $ 593,567 | $ 179,636 | $ 92,823 | |||
Environmental Turf Services, LLC [Member] | ||||||
Amounts billed: Completed contracts | $ 280,839 | 233,850 | $ 328,972 | $ 91,795 | ||
Less: Allowance for doubtful accounts | (33,742) | (33,742) | (33,742) | (33,742) | ||
Accounts receivable | $ 247,097 | $ 200,108 | $ 295,230 | $ 58,053 |
Costs and Estimated Earnings 40
Costs and Estimated Earnings on Uncompleted Contracts - Schedule of Costs and Estimated Earnings On Uncompleted Contracts (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Billings in excess of cost and estimated earnings | $ 9,132 | |||||
Environmental Turf Services, LLC [Member] | ||||||
Costs incurred on uncompleted contracts | $ 594,147 | 534,706 | $ 273,872 | $ 325,774 | ||
Estimated earnings | 100,125 | 100,125 | 395,558 | 105,998 | ||
Less: Billings to date | 667,505 | 508,273 | 466,773 | 395,433 | ||
Billings in excess of cost and estimated earnings | $ 26,767 | $ 126,558 | $ 202,657 | $ 36,339 |
Costs and Estimated Earnings 41
Costs and Estimated Earnings on Uncompleted Contracts - Schedule of Billings in Excess of Costs and Estimated earnings (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Billings in excess of cost and estimated earnings | $ 9,132 | |||||
Environmental Turf Services, LLC [Member] | ||||||
Billings in excess of costs and estimated earnings | $ 26,767 | 126,558 | $ 202,657 | $ 36,339 | ||
Billings in excess of cost and estimated earnings | $ 26,767 | $ 126,558 | $ 202,657 | $ 36,339 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation expense | $ 10,431 | $ 6,151 | $ 13,954 | $ 12,377 | ||||
Environmental Turf Services, LLC [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation expense | $ 1,450 | $ 2,900 | $ 5,805 | $ 8,879 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 100,171 | $ 75,475 | $ 66,137 | |||
Less: Accumulated depreciation | (48,230) | (37,799) | (23,845) | |||
Total Property and equipment, net | 51,941 | 37,676 | 42,292 | |||
Environmental Turf Services, LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 58,572 | 58,191 | $ 45,472 | $ 44,359 | ||
Less: Accumulated depreciation | (35,326) | (33,876) | (33,876) | (28,071) | ||
Total Property and equipment, net | 24,696 | 24,315 | 11,596 | 16,288 | ||
Office Furniture and Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 51,794 | 51,794 | 46,233 | |||
Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 15,254 | 15,254 | 13,254 | |||
Equipment [Member] | Environmental Turf Services, LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 5,935 | 4,104 | 2,629 | 2,629 | ||
Molds and Dies [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 4,200 | 4,200 | 6,650 | |||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 4,227 | 4,227 | ||||
Automobiles [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 24,696 | |||||
Automobiles [Member] | Environmental Turf Services, LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 50,277 | 50,277 | 37,557 | 37,557 | ||
Computers [Member] | Environmental Turf Services, LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | 2,745 | 2,745 | 2,745 | 1,632 | ||
Furniture And Fixtures [Member] | Environmental Turf Services, LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, gross | $ 1,065 | $ 1,065 | $ 2,541 | $ 2,541 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Amortization expense | $ 7,778 | $ 23,791 | $ 48,089 | $ 14,632 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Total, cost | $ 85,261 | $ 76,361 | $ 66,896 |
Accumulated Amortization | (70,499) | (62,721) | (14,632) |
Intangible assets, net | 14,762 | 13,640 | 52,264 |
Trademark and Patent [Member] | |||
Total, cost | 17,177 | 8,277 | 4,396 |
Transformations Exercise Fitness Program [Member] | |||
Total, cost | 62,500 | 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 | Jun. 30, 2015 |
Original issue discount amount | $ 154,462 | $ 277,070 | ||
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 | |||
Debt bear interest rate | 15.00% | |||
Debt default rate | 125.00% |
Note Payable (Details Narrative
Note Payable (Details Narrative) (10-Q) - 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. 30, 2015 | Jun. 12, 2014 | Jun. 10, 2014 |
Debt Instrument [Line Items] | ||||||||||||
Note payable | $ 3,500,000 | $ 3,500,000 | $ 2,712,787 | $ 2,000,000 | ||||||||
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 | $ 228,200 | $ 244,814 | ||||||
Warrant [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||
Expected life | 7 years 6 months | 10 years | ||||||||||
Risk free rate of return | 2.41% | 2.92% | ||||||||||
Expected volatility | 158.00% | 0.00% | ||||||||||
PIMCO Note Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Company drew an additional funds | $ 500,000 | |||||||||||
Note due date | Jul. 12, 2017 | |||||||||||
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 | ||||||||||
PIMCO [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Company drew an additional funds | $ 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% | 14.00% |
Note Payable (Details Narrati48
Note Payable (Details Narrative) - USD ($) | Oct. 20, 2015 | Feb. 06, 2015 | Dec. 16, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 12, 2014 | Jun. 10, 2014 |
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 3,500,000 | $ 2,712,787 | $ 2,000,000 | ||||||||
Environmental Turf Services, LLC [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note bears interest rate | 5.00% | ||||||||||
Note due date | Jun. 3, 2014 | ||||||||||
Environmental Turf Services, LLC [Member] | Promissory Note One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | 15,000 | $ 0 | $ 15,000 | $ 12,198 | |||||||
Environmental Turf Services, LLC [Member] | Promissory Note Two [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 500 | 15,000 | $ 0 | 15,000 | |||||||
Environmental Turf Services, LLC [Member] | Promissory Note Three [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 500 | $ 0 | |||||||||
Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of granted warrants acquire | 10.00% | ||||||||||
Note payable fair market value | $ 15,000,000 | ||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||
Expected life | 7 years 6 months | 10 years | |||||||||
Risk free rate of return | 2.41% | 2.92% | |||||||||
Expected volatility | 158.00% | 0.00% | |||||||||
Estimated value of warrants | $ 377,480 | ||||||||||
PIMCO Note Payable [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Company drew an additional funds | $ 500,000 | ||||||||||
Note due date | Jul. 12, 2017 | ||||||||||
PIMCO Note Payable [Member] | Delayed Draw Note Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Company drew an additional funds | $ 500,000 | $ 500,000 | |||||||||
Note payable to the PIMCO Funds ("PIMCO") | $ 2,000,000 | ||||||||||
PIMCO [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Company drew an additional funds | $ 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 | ||||||||||
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% | 14.00% | |||||||||
Note effective interest rate | 21.00% |
Note Payable - Schedule of Note
Note Payable - Schedule of Note Payable (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Disclosure [Abstract] | |||
Note payable | $ 3,500,000 | $ 2,712,787 | $ 2,000,000 |
Less: unamortized loan discount | (154,462) | (277,070) | |
Less: unamortized debt issuance costs | (79,605) | (102,641) | |
Total Note Payable, net | $ 3,500,000 | $ 2,478,720 | $ 1,620,289 |
Bank Line of Credit (Details Na
Bank Line of Credit (Details Narrative) (10-Q) | 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) (10-Q) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016USD ($)Officers | Jun. 30, 2016USD ($)Officers | Jun. 30, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Salaries and bonuses payable | $ 95,620 | $ 95,620 | $ 95,620 |
Number of officers and membership holders | Officers | 4 | 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 |
Related Party Transactions (D52
Related Party Transactions (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014USD ($) | Dec. 31, 2016USD ($)Officers | Jun. 30, 2016USD ($)Officers | Jun. 30, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||
Salaries and bonuses payable | $ 95,620 | $ 95,620 | $ 95,620 | |
Number of officers and membership holders | Officers | 4 | 4 | ||
TD Legacy [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties, current | $ 100,000 | |||
Transaction fee | 100,000 | |||
Related party receivable | $ 100,000 | |||
Windsor Court Holdings, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party note payable | $ 500,000 | |||
Ownership percent | 25.00% |
Licensing Agreements (Details N
Licensing Agreements (Details Narrative) - USD ($) | Apr. 10, 2014 | Oct. 02, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Total royalty revenue | $ 15,413 | $ 205,439 | ||||||
Dethrone Royalty Holdings, Inc [Member] | ||||||||
Percentage of royalties revenue | 10.00% | |||||||
Number of common stock shares received to royalty payments | 5,437,603 | |||||||
Common stock trading value | $ 114,190 | |||||||
Total royalty revenue | 0 | 75,000 | ||||||
Partner Business Importacao e Exportacao, LTDA [Member] | ||||||||
Percentage of royalties revenue | 10.00% | |||||||
Total royalty revenue | 0 | 75,000 | ||||||
Eye Fitness Pty Ltd [Member] | ||||||||
Total royalty revenue | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss before income taxes | $ 1,782,766 | $ 1,593,795 |
Federal [Member] | ||
Income tax net operating losses | $ 3,400,000 | |
Net operating losses expire date | expire at various dates beginning in 2028 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes - Schedule Of Provision For Income Taxes Details | ||
Current taxes | $ (710,664) | $ (609,092) |
Deferred taxes | 710,664 | 609,092 |
Total |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation Details | ||
Income tax liability (benefit) at the U.S statutory income tax and California Franchise tax rates | (39.80%) | (39.80%) |
Loss on marketable securities | ||
Amortization of loan discount | 2.90% | 2.60% |
Other differences | 0.00% | 0.10% |
Change in valuation allowance | 36.90% | 37.10% |
Total |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Income Taxes - Schedule Of Net Deferred Tax Assets Details | ||
Net operating loss carry-forward | $ 1,212,842 | $ 502,178 |
Basis differences on marketable securities | 45,448 | |
Total, deferred noncurrent tax asset | 1,212,842 | 547,626 |
Value of warrants recorded as loan discount | 110,274 | |
Other, net | ||
Total deferred noncurrent tax liabilities | 110,274 | |
Total, deferred noncurrent tax asset, net | 1,212,842 | 437,352 |
Valuation allowance | (1,212,842) | (437,352) |
Total |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) (10-Q) - 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 | Jun. 30, 2016 | Jun. 30, 2015 | Aug. 13, 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 | $ 300,000 | |||||||||||
Stock-based compensation | $ 53,468 | $ 3,724 | $ 57,192 | $ 75,433 | $ 228,200 | $ 244,814 | |||||||
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 | 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 | $ 5,000,000 | ||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 9.99% | ||||||||||||
Purchase agreement termination closing date | Dec. 31, 2016 | 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 |
Stockholders' Deficit (Detail59
Stockholders' Deficit (Details Narrative) - USD ($) | Dec. 26, 2016 | Nov. 11, 2016 | Nov. 09, 2016 | Jun. 21, 2016 | Jun. 02, 2016 | May 25, 2016 | May 24, 2016 | May 19, 2016 | May 18, 2016 | Apr. 18, 2016 | Feb. 23, 2016 | Nov. 17, 2015 | Oct. 20, 2015 | Sep. 30, 2015 | Jul. 15, 2015 | Jul. 02, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued | 250,000 | 869,565 | 28,879 | |||||||||||||||||||
Number of common stock shares issued for employee as performance bonus | 1,587,500 | |||||||||||||||||||||
Fair value of common stock on note payable as loan fee in consideration | $ 50,000 | $ 50,000 | ||||||||||||||||||||
Number of common stock value issued for services | $ 244,814 | |||||||||||||||||||||
Class A Units [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of units issued | 691 | 691 | 691 | 691 | ||||||||||||||||||
Six Employees [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of stock options issued | 215,000 | |||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued | 50,000 | |||||||||||||||||||||
Number of common stock value issued | $ 60,000 | |||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued for services | 50,000 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued for services | 25,000 | 100,000 | ||||||||||||||||||||
Number of common stock value issued for services | $ 15,000 | $ 60,000 | ||||||||||||||||||||
Investor [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued | 250,000 | 200,000 | ||||||||||||||||||||
Number of common stock value issued | $ 56,250 | $ 60,000 | ||||||||||||||||||||
Marketing Consultant [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued for services | 5,307 | |||||||||||||||||||||
Number of common stock value issued for services | $ 3,200 | |||||||||||||||||||||
Marketing [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued for services | 10,000 | |||||||||||||||||||||
Number of common stock value issued for services | $ 6,000 | |||||||||||||||||||||
PIMCO [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock shares issued as loan fee in consideration | 50,000 | |||||||||||||||||||||
Fair value of common stock on note payable as loan fee in consideration | $ 50,000 | |||||||||||||||||||||
Company drew an additional funds | $ 500,000 | |||||||||||||||||||||
Signing Bonus [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of common stock shares issued | 10,000 | 75,000 | ||||||||||||||||||||
Number of common stock value issued | $ 9,000 | $ 75,000 |
Commitments and Contingencies60
Commitments and Contingencies (Details Narrative) (10Q) | Jun. 18, 2015USD ($)ft² | Jun. 05, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) |
Other Commitments [Line Items] | ||||||
Lease expiration date | Jan. 31, 2017 | |||||
Sublease rent expense | $ 5,000 | |||||
Rent expense | $ 141,721 | $ 67,937 | $ 182,952 | $ 59,747 | ||
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 |
Commitments and Contingencies61
Commitments and Contingencies (Details Narrative) | Jun. 26, 2015USD ($)$ / sharesshares | Jun. 18, 2015USD ($)ft²$ / sharesshares | Jun. 05, 2015USD ($) | Feb. 26, 2015USD ($)shares | Dec. 17, 2014USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)shares | Jun. 30, 2016USD ($)shares | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($)shares | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Other Commitments [Line Items] | |||||||||||||
Lease expiration date | Jan. 31, 2017 | ||||||||||||
Sublease rent expense | $ 5,000 | ||||||||||||
Rent expense | $ 141,721 | $ 67,937 | $ 182,952 | $ 59,747 | |||||||||
Cash payment of purchase price | 9,465 | 11,896 | |||||||||||
Number of common stock value issued for purchases of assets | 55,000 | ||||||||||||
Environmental Turf Services, LLC [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Operating leases rent expense | $ 3,000 | $ 9,000 | $ 23,197 | $ 18,903 | |||||||||
Ever Blooming Industrial Limited [Member] | Vendor Credit Agreements [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Prepaid expenses | 100,000 | ||||||||||||
Equity Purchase Agreement [Member] | Kodiak Capital LLC [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Long-term purchase commitment, amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 9.99% | ||||||||||||
Purchase agreement termination closing date | Dec. 31, 2016 | 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 | 100,000 | ||||||||||||
Common stock price per share | $ / shares | $ 1 | ||||||||||||
Number of common stock value issued for consideration of future inventory purchases | $ 100,000 | ||||||||||||
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 | 200,000 | ||||||||||||
Common stock price per share | $ / shares | $ 1 | ||||||||||||
Number of common stock value issued for consideration of future inventory purchases | $ 200,000 | ||||||||||||
Prepaid expenses | $ 54,635 | 105,096 | $ 105,096 | ||||||||||
Vendor Credit Agreements [Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Prepaid expenses | $ 105,000 | $ 105,000 | |||||||||||
Vendor Credit Agreements [Member] | Yayu General Machinery Co., LTD[Member] | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Prepaid expenses | $ 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 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
Number of stock options issued | shares | 1,587,500 | ||||||||||||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Operating Lease (Details) | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 202,508 |
2,018 | 208,583 |
2,019 | 70,038 |
Total | $ 481,129 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 26, 2016 | Nov. 11, 2016 | Nov. 09, 2016 | Sep. 02, 2016 | Aug. 03, 2016 | Aug. 13, 2016 |
Number of common stock shares issued | 250,000 | 869,565 | 28,879 | |||
Investment Agreement [Member] | ||||||
Maximum value of common stock authorized to sale | $ 5,000,000 | |||||
Value of put option | 500,000 | |||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | Investor [Member] | ||||||
Number of common stock shares issued | 550,000 | |||||
Number of common stock value issued | $ 86,625 | |||||
Subsequent Event [Member] | Crown Financial, LLC [Member] | ||||||
Invoices advanced percentage | 80.00% | |||||
Collection description | Depending on the length of time taken to collect the invoices, the Company will receive additional payments from Crown ranging from 18.25% if collected within 20 days to 0% if collected in 120 days. Crown has the right to require the Company to repurchase unpaid invoices outstanding for more than 120 days. | |||||
Subsequent Event [Member] | GHS Investments, LLC [Member] | Investment Agreement [Member] | ||||||
Maximum value of common stock authorized to sale | 5,000,000 | |||||
Value of put option | $ 500,000 |
Subsequent Events (Details Na64
Subsequent Events (Details Narrative) (Environmental Turf Services, Llc) - Subsequent Event [Member] - Environmental Turf Services, LLC [Member] | Oct. 14, 2016USD ($)shares |
Total purchase price | $ 346,000 |
Assumption of accounts payable | $ 200,000 |
Purchase Price Shares [Member] | |
Number of restricted shares of common stock | shares | 2,000,000 |