XFit Brands (XFTB) 10-Q 17 Feb 15 2015 Q2 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	6 Months Ended
	Dec. 31, 2014	Feb. 17, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	FALSE
Document Period End Date	31-Dec-14
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Registrant Name	XFIT BRANDS, INC.
Entity Central Index Key	1623554
Current Fiscal Year End Date	-24
Entity Filer Category	Smaller Reporting Company
Trading Symbol	CIK0001623554
Entity Common Stock, Shares Outstanding		4,000,000

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Dec. 31, 2014	Jun. 30, 2014
Current Assets
Cash	$180,715	$360,323
Accounts receivable	102,447	20,900
Royalties receivable	37,500	55,633
Related party receivable	0	100,000
Inventory	325,598	200,471
Total Current Assets	646,260	737,327
Long Term Assets
Property and equipment, net	30,535	830
Other assets
Deposits	4,513	4,513
Debt issuance costs, net	102,476	123,087
Trademark, net	3,326	0
TOTAL ASSETS	787,110	865,757
Current Liabilities
Accounts payable	370,688	131,144
Related party payable	135,932	135,932
Accrued expenses and interest	102,308	31,155
Customer deposits	309,410	41,249
Total Current Liabilities	918,338	339,480
Note payable, net of unamortized loan discount	1,171,715	1,123,306
Total Liabilities	2,090,053	1,462,786
Commitments and contingencies (Note 6)
Stockholders' Deficit
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and June 30, 2014	0	0
Common stock; $0.0001 par value; 250,000,000 shares authorized, 4,000,000 shares issued and outstanding as of December 31, 2014 and June 30, 2014, respectively	400	400
Additional paid in capital	3,951,581	3,819,267
Accumulated deficit	-5,254,924	-4,416,696
Total Stockholders’ Deficit	-1,302,943	-597,029
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$787,110	$865,757

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Jun. 30, 2014
Preferred Stock, Par or Stated Value Per Share	$0.00	$0.00
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$0.00	$0.00
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	4,000,000	4,000,000
Common Stock, Shares, Outstanding	4,000,000	4,000,000

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Revenues:
Product sales	$542,118	$437,008	$773,321	$834,066
Royalties	67,492	1,286	130,440	11,237
Net revenues	609,610	438,294	903,761	845,303
Cost of revenues	397,708	270,817	605,759	483,758
Gross profit	211,902	167,477	298,002	361,545
Operating expenses
General and administrative	563,271	111,366	877,355	191,098
Sales and marketing	55,428	51,765	101,720	97,327
Total operating expenses	618,699	163,131	979,075	288,425
(Loss) income from operations	-406,797	4,346	-681,073	73,120
Interest expense	-94,304	-14,751	-171,912	-21,510
Income from licensing fees		114,190		114,190
Loss on value of marketable securities	0	-114,190	0	-114,190
Other income	12,758	0	14,757	147
Net income (loss)	($488,343)	($10,405)	($838,228)	$51,757
(Loss) income per common share - basic and diluted	($0.12)	$0	($0.21)	$0.01
Weighted average shares outstanding -basic and diluted	4,000,000	4,000,000	4,000,000	4,000,000

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash flows from operating activities
Net (loss) income	($838,228)	$51,757
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	4,200	230
Gain on disposition of property and equipment		-147
Amortization of debt issuance costs and loan discount	69,020	0
Value of shares issued for services (See note 5)	232,314	0
Changes in operating assets and liabilities:
Accounts receivable	-81,547	-24,762
Royalties receivable	18,133	0
Prepaid expenses	0	-4,865
Inventory	-125,127	-68,955
Deposits	0	-2,188
Accounts payable	239,545	17,219
Accrued expenses	71,151	-17,047
Payroll taxes payable	0	-18,658
Customer deposits	268,161	-23,429
Net cash used in operating activities	-142,378	-90,845
Cash flows from investing activities
Trademark costs	-3,596	0
Purchase of property and equipment	-33,634	-503
Net cash used in investing activities	-37,230	-503
Cash flows from financing activities
Proceeds from note payable - related party	0	100,000
Net cash provided by financing activities	0	100,000
Net increase (decrease) in cash	-179,608	8,652
Cash at beginning of period	360,323	41,736
Cash at end of period	180,715	50,388
Supplemental cash flow information:
Cash paid for interest	65,233	9,510
Non-cash investing and financing activities:
Distribution to limited liability company member and a related party	$100,000	$0

NATURE_OF_THE_BUSINESS_AND_SIG

NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
Business Description and Accounting Policies [Text Block]	NOTE 1 – NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
	History of the Company
	XFit Brands, Inc.’s (“XFit” or the “Company”) principal business activity is the design, development, and worldwide marketing and selling of functional equipment, training gear, apparel and accessories for the impact sports market and fitness industry. Products are marketed and sold under the “Throwdown®” brand name to gyms, fitness facilities and directly to consumers via an internet website and through third party catalogues through a mix of independent distributors and licensees throughout the world.
	These financial statements represent the condensed consolidated financial statements of XFit and its wholly owned operating subsidiaries Throwdown Industries Holdings, LLC (“Holdings”) and Throwdown Industries, Inc. (“TDINC”) XFit was formed as a corporation under the laws of the State of Nevada on September 16, 2014. The financial statements have been restated to reflect this conversion.
	On September 26, 2014, XFit entered into a Contribution and Exchange Agreement with TD Legacy, LLC (“TD Legacy”) and Holdings under which TD Legacy contributed all of its membership interest in Holdings to XFit in exchange for the issuance by XFit of 4,000,000 shares of common stock to TD Legacy. The result of this transaction was that Holdings became a wholly owned subsidiary of XFit.
	Basis of presentation
	The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The condensed 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 consolidated financial statements and footnotes as of and for the years ended June 30, 2014 and 2013. The June 30, 2014 and 2013 financial statements and the December 31, 2013 financial statements are those of our predecessor company and wholly-owned subsidiary Throwdown Industries Holdings, LLC and subsidiaries. The results of operations for the three and six months ended December 31, 2014 are not necessarily indicative of results that may be expected for the year ending June 30, 2015, or for any other interim period.
	Recent Accounting Pronouncements
	The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements.
	Subsequent Events
	In accordance with ASC 855, the Company evaluated subsequent events through the date of this report, which was the date the consolidated financial statements were available for issue.
	Income (Loss) per Share
	The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of December 31, 2014, the Company had 444,444 potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive.
	Reclassifications
	Certain reclassifications were made to the prior period condensed consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss.

PROPERTY_AND_EQUIPMENT_NET

PROPERTY AND EQUIPMENT, NET	6 Months Ended
	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	NOTE 2 – PROPERTY AND EQUIPMENT, NET
	Property and equipment consisted of the following at:
		December 31, 2014 (Unaudited)		June 30, 2014
	Office furniture and equipment	$	28,478	$	12,298
	Warehouse equipment		13,255		--
	Moulds and dies		4,200		--
	Total, cost		45,933		12,298
	Accumulated Depreciation and Amortization		-15,398		-11,468
	Property and equipment, net	$	30,535	$	830
	Depreciation and amortization expense for the six months ended December 31, 2014 and June 30, 2014 was $4,200 and $1,380, respectively.

NOTE_PAYABLE

NOTE PAYABLE	6 Months Ended
	Dec. 31, 2014
Notes Payable [Abstract]
Long-term Debt [Text Block]	NOTE 3 – NOTE PAYABLE
	The note payable is comprised of the following at December 31, 2014:
		December 31,
		2014
	Name	(Unaudited)		June 30, 2014
	Note payable to Pacific Asset Management Company (“PIMCO”)	$	1,500,000	$	1,500,000
	Total debt		1,500,000		1,500,000
	Less: unamortized loan discount		-328,285		-376,694
	Total long term debt	$	1,171,715	$	1,123,306
	During the six months ended December 31, 2014, the company amortized $49,409 related to the loan discount which is recorded as a component of interest expense on the condensed consolidated statements of operations.

RELATED_PARTY_TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Dec. 31, 2014
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	NOTE 4 – 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. During the six months ended December 31, 2014, Holdings issued a $100,000 distribution to its sole member, TD Legacy, which eliminated the related party receivable.
	Related Party Payable
	As of December 31, 2014 and June 30, 2014, the Company has $135,932 of salaries and bonuses payable to four of its officers and membership interest holders. These bonuses were to cover income taxes relating to bonuses issued during 2009.
	During the six months ended December 31, 2014, TD Legacy, a related party, issued 173 limited liability company units to our chief financial officer in settlement of $25,000 due for consulting services previously rendered to XFit. This was recorded as a contribution to additional paid-in capital and a reduction of accounts payable on the accompanying condensed consolidated financial statement.

STOCKHOLDERS_DEFICIT

STOCKHOLDERS' DEFICIT	6 Months Ended
	Dec. 31, 2014
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 5 – STOCKHOLDERS’ DEFICIT
	During the six months ended December 31, 2014, TD Legacy, a related party, issued 1,813 limited liability company units to Kodiak Capital, in consideration of a capital commitment fee. The value of the interests was $197,314 based on the $15.0 million valuation established upon closing of the PIMCO Note Payable.
	During the six months ended December 31, 2014, TD Legacy, a related party, issued173 limited liability company units to our chief financial officer in consideration of his agreement to cancel indebtedness of $25,000 to him for consulting services previously rendered.
	During the six months ended December 31, 2014, TD Legacy, a related party, issued 69 limited liability company units to its legal counsel in settlement of $10,000 of legal services previously rendered to XFit. This was recorded as a contribution to additional paid-in capital and a reduction of accounts payable in the accompanying condensed consolidated financial statements.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 6 – COMMITMENTS AND CONTINGENCIES
	Lease Commitments
	The Company leases its office and warehouse facilities under a two year operating lease that expires on November 30, 2015. The lease calls for monthly payments of $4,865, which includes operating expenses, insurance and taxes on the property.
	Rent expense for the six months ended December 31, 2014 and 2013 was $29,383 and $27,900, respectively.
	Litigation
	From time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the consolidated financial statements with respect to any matters.
	Stock Incentive Plan
	On October 21, 2014, the Board of Directors and the Company’s sole stockholder adopted the 2014 Stock Incentive Plan. The purpose of the 2014 Stock Incentive Plan is to advance the best interests of the Company by providing those persons who have a substantial responsibility for management and growth of the Company with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of stock options and common stock under the plan supports and increases the Company’s ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which the Company depends. The total number of shares available for the grant of either stock options or compensation stock under the plan is 600,000 shares of common stock, subject to adjustment. The Board of Directors administers the plan and has full power to grant stock options. As of December 31, 2014, the Company has not issued any shares under the plan or granted any options to purchase shares under the plan.
	Equity Purchase Agreement with Kodiak Capital LLC
	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”) up to an aggregate purchase price of $5.0 million (the “Maximum Commitment Amount”) during the commitment period. The commitment period is defined as the period beginning on the trading day immediately following the effectiveness of the registration statement and ending December 31, 2016.   In addition, in no event shall Kodiak be entitled to purchase that number of Put Shares which when added to the sum of the number of shares of common stock already beneficially owned by Kodiak would exceed 9.99% of the number of shares of common stock outstanding on the applicable closing date.
	The Equity Purchase Agreement will terminate when any of the following events occur: (i) Kodiak has purchased an aggregate of $5.0 million of the Company’s common stock, (ii) on December 31, 2016 or (iii) upon written notice from the Company to Kodiak.
	Registration Rights Agreement
	On December 17, 2014, the Company entered into a registration rights agreement with Kodiak Capital, LLC under which the Company is obligated to register the shares to be acquired by Kodiak pursuant to that certain Equity Purchase Agreement dated December 17, 2014 under which Kodiak agreed to purchase up to $5 million of our common stock, subject to certain conditions.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2014
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 7 – SUBSEQUENT EVENTS
	Termination of Licensing Agreement
	On January 14, 2015, the Company entered into a Mutual Termination Agreement and Release with High Performance Beverage Company, formerly known as Dethrone Royalty Holdings, Inc. This agreement terminated and releases all parties from the licensing agreement dated October 10, 2013. Pursuant to the terms of the agreement, the Company shall receive a license termination fee of $32,500 and royalties due for the quarter ended December 31, 2014, in the amount of $37,500.
	Second consent and waiver of PIMCO Note Payable
	On February 3, 2015, the Company entered into a Second Purchaser Consent and Waiver agreement with PIMCO Funds. Section 6(a) of the PIMCO Note Purchase Agreement which requires that the consolidated stockholders’ equity of Holdings and its consolidated subsidiaries, as defined according to GAAP, shall be no less than a deficit of $800,000, which date of determination shall be no more than thirty (30) days prior to the the subsequent draw date (“Stockholders’ Equity Requirement”). The Seond Consent and Waiver consents to the waiver of the Stockholders’ Equity Requirement for each of the first three quarters of the fiscal year ending June 30, 2015.
	Additional Funds Drawn on the PIMCO Note Payable
	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.

NATURE_OF_THE_BUSINESS_AND_SIG1

NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	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 condensed 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 consolidated financial statements and footnotes as of and for the years ended June 30, 2014 and 2013. The June 30, 2014 and 2013 financial statements and the December 31, 2013 financial statements are those of our predecessor company and wholly-owned subsidiary Throwdown Industries Holdings, LLC and subsidiaries. The results of operations for the three and six months ended December 31, 2014 are not necessarily indicative of results that may be expected for the year ending June 30, 2015, or for any other interim period.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements
	The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements.
Subsequent Events, Policy [Policy Text Block]	Subsequent Events
	In accordance with ASC 855, the Company evaluated subsequent events through the date of this report, which was the date the consolidated financial statements were available for issue.
Earnings Per Share, Policy [Policy Text Block]	Income (Loss) per Share
	The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of December 31, 2014, the Company had 444,444 potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive.
Reclassification, Policy [Policy Text Block]	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.

PROPERTY_AND_EQUIPMENT_NET_Tab

PROPERTY AND EQUIPMENT, NET (Tables)	6 Months Ended
	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]	Property and equipment consisted of the following at:
		December 31, 2014 (Unaudited)		June 30, 2014
	Office furniture and equipment	$	28,478	$	12,298
	Warehouse equipment		13,255		--
	Moulds and dies		4,200		--
	Total, cost		45,933		12,298
	Accumulated Depreciation and Amortization		-15,398		-11,468
	Property and equipment, net	$	30,535	$	830

NOTE_PAYABLE_Tables

NOTE PAYABLE (Tables)	6 Months Ended
	Dec. 31, 2014
Notes Payable [Abstract]
Schedule of Long-term Debt Instruments [Table Text Block]	The note payable is comprised of the following at December 31, 2014:
		December 31,
		2014
	Name	(Unaudited)		June 30, 2014
	Note payable to Pacific Asset Management Company (“PIMCO”)	$	1,500,000	$	1,500,000
	Total debt		1,500,000		1,500,000
	Less: unamortized loan discount		-328,285		-376,694
	Total long term debt	$	1,171,715	$	1,123,306

NATURE_OF_THE_BUSINESS_AND_SIG2

NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual)	6 Months Ended	1 Months Ended
	Dec. 31, 2014	Sep. 26, 2014
Financing Receivable, Impaired [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	444,444
TD Legacy [Member]
Financing Receivable, Impaired [Line Items]
Stock Issued During Period, Shares, Acquisitions		4,000,000

PROPERTY_AND_EQUIPMENT_NET_Det

PROPERTY AND EQUIPMENT, NET (Details) (USD $)	Dec. 31, 2014	Jun. 30, 2014
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$45,933	$12,298
Accumulated Depreciation and Amortization	-15,398	-11,468
Property and equipment, net	30,535	830
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	28,478	12,298
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	13,255	0
Tools, Dies and Molds [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$4,200	$0

PROPERTY_AND_EQUIPMENT_NET_Det1

PROPERTY AND EQUIPMENT, NET (Details Textual) (USD $)	6 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Jun. 30, 2014
Property, Plant and Equipment [Line Items]
Depreciation, Depletion and Amortization	$4,200	$230
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation, Depletion and Amortization	$4,200		$1,380

NOTE_PAYABLE_Details

NOTE PAYABLE (Details) (USD $)	Dec. 31, 2014	Jun. 30, 2014
Debt Instrument [Line Items]
Notes Payable, Related Parties, Noncurrent	$1,500,000	$1,500,000
Total debt	1,500,000	1,500,000
Less: unamortized loan discount	-328,285	-376,694
Total long term debt	$1,171,715	$1,123,306

NOTE_PAYABLE_Details_Textual

NOTE PAYABLE (Details Textual) (Loans Payable [Member], USD $)	6 Months Ended
	Dec. 31, 2014
Loans Payable [Member]
Debt Instrument [Line Items]
Amortization of Debt Discount (Premium)	$49,409

RELATED_PARTY_TRANSACTIONS_Det

RELATED PARTY TRANSACTIONS (Details Texual) (USD $)	1 Months Ended	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Due from Related Parties, Current	$100,000	$0
Due to Related Parties, Current	135,932	135,932
TD Legacy [Member]
Related Party Transaction [Line Items]
Payments Of Debt Transaction Fees	100,000
Due from Related Parties, Current	100,000
Shares Issued During the Period For Settlement Of Consulting Fees, Shares		173
Shares Issued During the Period For Settlement Of Consulting Fees, Value		25,000
Windsor Court Holdings, LLC [Member]
Related Party Transaction [Line Items]
Repayments of Related Party Debt	$500,000
Equity Method Investment, Ownership Percentage	25.00%

STOCKHOLDERS_DEFICIT_Details_T

STOCKHOLDERS' DEFICIT (Details Textual) (TD Legacy [Member], USD $)	6 Months Ended
	Dec. 31, 2014
TD Legacy [Member]
Class of Stock [Line Items]
Shares Issued During the Period For Settlement Of Capital Commitment Fee, Shares	1,813
Capital, Commitment Fee Amount	$197,314
Shares Issued During the Period For Settlement Of Capital Commitment Fee, Value	15,000,000
Shares Issued During the Period For Settlement Of Consulting Fees, Shares	173
Shares Issued During the Period For Settlement Of Consulting Fees, Value	25,000
Shares Issued During the Period For Settlement Of Legale Service Fees, Shares	69
Shares Issued During the Period For Settlement Of Legale Service Fees Value	$10,000

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $)	6 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Commitments and Contingencies [Line Items]
Operating Lease Period	2 years
Lease Expiration Date	30-Nov-15
Operating Leases, Rent Expense, Net	$4,865
Operating Leases, Rent Expense	29,383	27,900
Kodiak Capital LLC [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Amount	5,000,000
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	9.99%
Registration Payment Arrangement, Maximum Potential Consideration	$5,000,000
Purcahse Agreement Termination Closing Date	31-Dec-16
2014 Stock Incentive Plan [Member]
Commitments and Contingencies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	600,000

SUBSEQUENT_EVENTS_Details_Text

SUBSEQUENT EVENTS (Details Textual) (USD $)	0 Months Ended
	Jan. 14, 2015	Dec. 31, 2014	Jun. 30, 2014	Feb. 03, 2015
Subsequent Event [Line Items]
Retained Earnings (Accumulated Deficit)		($5,254,924)	($4,416,696)
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds From Royalties	37,500
Proceeds from License Fees Received	32,500
Subsequent Event [Member] | PIMCO Note Payable [Member]
Subsequent Event [Line Items]
Line of Credit, Current				2,000,000
Line of Credit Facility, Remaining Borrowing Capacity				500,000
Proceeds from Lines of Credit	500,000
Subsequent Event [Member] | Second Purchaser Consent and Waiver agreement [Member]
Subsequent Event [Line Items]
Retained Earnings (Accumulated Deficit)				$800,000