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 |