Document And Entity Information
Document And Entity Information - shares |
6 Months Ended | |
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Dec. 31, 2015 |
Feb. 16, 2016 |
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Document And Entity Information [Abstract] | ||
Entity Registrant Name | XFIT BRANDS, INC. | |
Entity Central Index Key | 0001623554 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 4,098,500 | |
Trading Symbol | XFTB | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2016 |
Condensed Consolidated Balance Sheets
Condensed Consolidated Balance Sheets (Parenthetical)
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2015 |
Jun. 30, 2015 |
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Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 4,098,500 | 4,073,500 |
Common stock, shares outstanding | 4,098,500 | 4,073,500 |
Condensed Consolidated Statements of Operations (Unaudited)
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
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Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
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Revenues: | ||||
Product sales | $ 659,262 | $ 542,118 | $ 1,132,518 | $ 773,321 |
Royalties | 15,413 | 67,492 | 15,413 | 130,440 |
Net revenues | 674,675 | 609,610 | 1,147,931 | 903,761 |
Cost of revenues | 386,487 | 397,708 | 645,331 | 605,759 |
Gross Profit | 288,188 | 211,902 | 502,600 | 298,002 |
Operating expenses | ||||
General and administrative | 402,575 | 563,271 | 847,505 | 877,355 |
Sales and marketing | 84,302 | 55,428 | 174,196 | 101,720 |
Total operating expenses | 486,877 | 618,699 | 1,021,701 | 979,075 |
(Loss) Income from operations | (198,689) | (406,797) | (519,101) | (681,073) |
Interest expense | $ (142,279) | (94,304) | $ (258,556) | (171,912) |
Other income | 12,758 | 14,757 | ||
Net (Loss) Income | $ (340,968) | $ (488,343) | $ (777,657) | $ (838,228) |
Loss per common share - basic and diluted | $ (0.09) | $ (0.12) | $ (0.19) | $ (0.21) |
Weighted average shares outstanding - basic and diluted | 4,098,500 | 4,000,000 | 4,098,500 | 4,000,000 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nature of the Business and Significant Accounting Policies
Nature of the Business and Significant Accounting Policies |
6 Months Ended |
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Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of the Business and Significant Accounting Policies |
NOTE 1 – NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
History of the Company
XFit Brands, Inc. (“XFit” or the “Company”) was incorporated on September 16, 2014 under the laws of the State of Nevada. The fiscal year of the Company is June 30. XFit’s principal business activity is the design, development, and worldwide marketing and selling of functional equipment, training gear, apparel and accessories for the impact sports market and fitness industry. Products are marketed and sold under the “Throwdown®” brand name to gyms, fitness facilities and directly to consumers via an internet website and through third party catalogues through a mix of independent distributors and licensees throughout the world.
These financial statements represent the condensed consolidated financial statements of XFit and its wholly owned operating subsidiaries Throwdown Industries Holdings, LLC (“Holdings”), Throwdown Holdings, LLC (“TDLLC”), and Throwdown Industries, Inc. (“TDINC”). On September 26, 2014, XFit entered into a Contribution and Exchange Agreement with TD Legacy, LLC (“TD Legacy”) and Holdings under which TD Legacy contributed all of its membership interest in Holdings to XFit in exchange for the issuance by XFit of 4,000,000 shares of common stock to TD Legacy. The result of this transaction was that Holdings became a wholly owned subsidiary of XFit.
Basis of presentation
The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes as of and for the years ended June 30, 2015 and 2014, which were filed with the Company’s annual report form 10K on September 28, 2015. The results of operations for the six months ended December 31, 2015 are not necessarily indicative of results that may be expected for the year ending June 30, 2016, or for any other interim period.
Basis of Consolidation
The condensed consolidated financial statements include the accounts of XFit, Holdings and TDINC. All significant intercompany transactions and balances have been eliminated in consolidation.
The Company also consolidates any variable interest entities (“VIEs”), of which it is the primary beneficiary, as defined within Accounting Standards Codification (“ASC”) 810. The Company does not have any VIEs that are required to be consolidated as of December 31, 2015 or June 30, 2015.
Recent Accounting Pronouncements
The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements.
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (“ASU-2015-03”). ASU 2015-03 requires companies to present debt issuance costs as a direct deduction from the carrying value of that debt liability. ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. 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, 2015 and June 30, 2015, the Company had 453,723 and 452,612, respectively, of potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive.
Use of Estimates
Condensed consolidated financial statements prepared in accordance with GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long-lived assets, and equity instruments issued for financing. Actual results could differ from those estimates.
Loan Discounts and Loan Fees
The Company amortizes loan discounts over the term of the loan using the effective interest method. Costs associated with obtaining financing are capitalized and amortized over the term of the related loans using the effective interest method. As of December 31, 2015 and June 30, 2015, the Company had total gross debt issuance costs of $199,632 and $149,632, respectively. Amortization of the debt issuance costs was $32,947 and $19,611 for the six month periods ended December 31, 2015 and 2014, respectively, which was recorded as a component of interest expense on the condensed consolidated statements of operations.
Subsequent Events
In accordance with ASC 855, the Company evaluated subsequent events through February 16, 2016, which was the date the consolidated financial statements were available for issue. |
Property and Equipment, Net
Property and Equipment, Net |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net |
NOTE 2 – PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following at:
Depreciation expense for the six month periods ended December 31, 2015 and 2014 was $6,151 and $4,200, respectively. |
Intangible Assets, Net
Intangible Assets, Net |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net |
NOTE 3 – INTANGIBLE ASSETS, NET
Intangible assets consisted of the following at:
Amortization expense for the six months ended December 31, 2015 and 2014 was $23,791 and $270, respectively. |
Note Payable
Note Payable |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note Payable |
NOTE 4 – NOTE PAYABLE
The note payable is comprised of the following at:
On June 10, 2014, the Company entered into a Note Purchase Agreement with Pacific Investment Management Company (“PIMCO”) that authorized the issuance of up to $2,500,000. On June 12, 2014, the Company entered into a Senior Secured Note (“Note”) whereby the Company drew $1,500,000. The note bears interest at 14% and an effective interest rate of 21%. This Note is collateralized by all of the assets of the Company.
On February 6, 2015, the Company drew down an additional $500,000 of funds on the PIMCO Note Payable. Following the February 6, 2015 draw, the principal balance payable (including accrued interest added to the principal amount) on the PIMCO note was $2,044,300, and the Company had an additional $500,000 available to draw on this loan facility. The full principal balance outstanding related to this note is due in June 2017.
The Note includes various covenants, including but not limited to, having annual audited financial statements within 90 days of the end of the fiscal year. At December 31, 2015, the Company is in compliance with all covenants.
In connection with the Note, the Company granted warrants to acquire up to 10% of the Company’s capital stock based on an aggregate enterprise fair market value of $15.0 million. The Company valued the warrants using the Black-Scholes option pricing model with the following variables: annual dividend yield of 0%; expected life of 10 years; risk free rate of return of 2.92%; and expected volatility of 0%. The Company estimated the value of the warrants to be $377,480, which is recorded as a loan discount and is being amortized under the effective interest method to interest expense over the term of the loan.
On September 30, 2015, in consideration of the draw-down of the remaining $500,000 available on the PIMCO Note Payable, the Company issued 10,000 shares of its common stock at a fair value of $50,000 as determined by the Company’s board of directors. This amount was recorded as a loan fee to be amortized over the remaining term of the PIMCO Note Payable.
On October 20, 2015, the Company drew the remaining $500,000 available under its delayed draw note facility with PIMCO to increase the principal amount under this note (including the accrued interest added to the principal amount) to $2,620,098. A replacement note was issued on this date to reflect the note increase.
During the six month periods ended December 31, 2015 and 2014, the Company amortized $91,905 and $69,020, respectively, of the loan fees and discount which is recorded as a component of interest expense on the consolidated statements of operations. |
Bank Line of Credit
Bank Line of Credit |
6 Months Ended |
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Dec. 31, 2015 | |
Line of Credit Facility [Abstract] | |
Bank Line of Credit |
NOTE 5 – BANK LINE OF CREDIT
On July 24, 2015, the Company entered into an unsecured line of credit with Wells Fargo Bank for up to $35,000. The line of credit bears interest at prime plus 4% and is personally guaranteed by the Company’s chief executive officer. As of September 30, 2015, the balance payable on the line of credit was $19,224, which amount was repaid on October 23, 2015. After October 23, 2015, the Company borrowed an additional $34,197 from this line of credit and has an unpaid balance on the line of credit of $34,197 as of December 31, 2015. |
Related Party Transactions
Related Party Transactions |
6 Months Ended |
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Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
NOTE 6 – RELATED PARTY TRANSACTIONS
Related Party Payable
As of December 31, 2015 and June 30, 2015, the Company has $95,620 of salaries and bonuses payable to four of its officers and membership interest holders. These bonuses were to cover income taxes relating to bonuses issued during 2009. |
Stockholders' Deficit
Stockholders' Deficit |
6 Months Ended |
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Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit |
NOTE 7 – STOCKHOLDERS’ DEFICIT
On July 1, 2015, the Company issued 15,000 shares of its common stock valued at $75,000 to an employee as a signing bonus.
On July 15, 2015, the board of directors approved the issuance of 63,500 stock options to employees to be utilized on a performance and retention basis.
On September 30, 2015, the Company issued 10,000 shares of its common stock valued by the Company’s board of directors at $50,000 to PIMCO as a loan fee in consideration of the additional $500,000 draw-down on the PIMCO Note Payable that was funded on October 20, 2015. (See Note 4—Note Payable).
On November 17, 2015, the Company issued options to purchase 43,000 shares of stock to six employees for services rendered. (See Note 8—Commitments and Contingencies—Stock Incentive Plan) |
Commitments and Contingencies
Commitments and Contingencies |
6 Months Ended |
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Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies |
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Lease Commitments
In June 2015, the Company entered into a lease agreement for approximately 25,788 square feet of warehouse and office space under a 38 month operating lease that commenced on October 1, 2015 and expires on October 31, 2018. The lease has monthly payments starting at $8,252 for the period October 1, 2015 through February 28, 2016. Thereafter with monthly payments ranging $16,504 to $17,509 over the term of the lease. The Company previously leased office and warehouse facilities under a lease which expired on November 30, 2015 pursuant to which it paid $4,865 per month which included operating expenses, insurance and property taxes
In June 2015, the Company entered into a sublease of a portion of the premises for the period October 1, 2015 through August 31, 2016, at a monthly rental rate of $5,000.
Rent expense for the six month periods ended December 31, 2015 and 2014, were $67,937 and $29,383, 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 condensed 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.
At December 31, 2015, the Company had not issued any shares under the plan and had granted options to purchase 43,000 shares under the plan.
On November 17, 2015, the Company granted 43,000 aggregate stock options to six employees. The value of the shares granted was determined to be $17,742 utilizing the Black-Scholes valuation model based on stock value of $5.00 at the date of issuance, a 5 year life of the options, a discount rate of 1.73%, and a zero percent stock volatility rate. For the six months ended December 31, 2015, the value of the stock options was $433 and was recorded as stock based compensation expense on the statement of operations.
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”) 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 XFit common stock, subject to certain conditions.
Asset Purchase Agreement
On February 26, 2015, the Company entered into an Asset Purchase Agreement to acquire the exclusive rights, title, and interest in the Transformations exercise and fitness program. The purchase price was $62,500 which comprised of a $7,500 cash payment and eleven thousand (11,000) shares of the Company’s common stock that was valued at $55,000. The agreement also has a performance based earn out for a period of eighteen (18) months that is based on fifty percent (50%) of all programming services gross revenues derived from the Transformations program, up to a maximum earn out of $187,500. The earn out is payable in tranches and none of the tranches were met as of December 31, 2015.
Vendor Credit Agreements
On June 18 2015, the Company entered into a Stock Purchase Agreement with Ever Blooming Industrial Limited, whereby the Company issued 20,000 shares of its common stock at $5.00 per share. The purchase price is in the form of a manufacturing credit totaling $100,000 to use for future inventory purchases (the “Vendor Credit”). The Company can use all or part of the Vendor Credit over the next 12 months until the Vendor Credit is exhausted. As of December 31, 2015 and June 30, 2015, the Company had none and $100,000, respectively, of Vendor Credit included in prepaid expenses on the condensed consolidated balance sheets.
On June 26 2015, the Company entered into a Stock Purchase Agreement with Yayu General Machinery Co., LTD, whereby the Company issued 40,000 shares of its common stock at $5.00 per share. The purchase price is in the form of a manufacturing credit of $200,000 to use for future inventory purchases (the “Vendor Credit”). The Company can use all or part of the Vendor Credit over the next 12 months until the Vendor Credit is exhausted. As of Deceember 31, 2015 and June 30, 2015, the Company had $191,549 and $200,000, respectively, of Vendor Credit included in prepaid expenses in the condensed consolidated balance sheets. |
Subsequent Events
Subsequent Events |
6 Months Ended |
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Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events |
NOTE 9 – SUBSEQUENT EVENTS
None |
Nature of the Business and Significant Accounting Policies (Policies)
Nature of the Business and Significant Accounting Policies (Policies) |
6 Months Ended |
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Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation |
Basis of presentation
The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary to fairly state the Company’s financial position, results of operations, and cash flows as of and for the dates and periods presented. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and footnotes as of and for the years ended June 30, 2015 and 2014, which were filed with the Company’s annual report form 10K on September 28, 2015. The results of operations for the six months ended December 31, 2015 are not necessarily indicative of results that may be expected for the year ending June 30, 2016, or for any other interim period. |
Basis of Consolidation |
Basis of Consolidation
The condensed consolidated financial statements include the accounts of XFit, Holdings and TDINC. All significant intercompany transactions and balances have been eliminated in consolidation.
The Company also consolidates any variable interest entities (“VIEs”), of which it is the primary beneficiary, as defined within Accounting Standards Codification (“ASC”) 810. The Company does not have any VIEs that are required to be consolidated as of December 31, 2015 or June 30, 2015. |
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements.
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (“ASU-2015-03”). ASU 2015-03 requires companies to present debt issuance costs as a direct deduction from the carrying value of that debt liability. ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Income (Loss) per Share |
Income (Loss) per Share
The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of December 31, 2015 and June 30, 2015, the Company had 453,723 and 452,612, respectively, of potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive. |
Use of Estimates |
Use of Estimates
Condensed consolidated financial statements prepared in accordance with GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long-lived assets, and equity instruments issued for financing. Actual results could differ from those estimates. |
Loan Discounts and Loan Fees |
Loan Discounts and Loan Fees
The Company amortizes loan discounts over the term of the loan using the effective interest method. Costs associated with obtaining financing are capitalized and amortized over the term of the related loans using the effective interest method. As of December 31, 2015 and June 30, 2015, the Company had total gross debt issuance costs of $199,632 and $149,632, respectively. Amortization of the debt issuance costs was $32,947 and $19,611 for the six month periods ended December 31, 2015 and 2014, respectively, which was recorded as a component of interest expense on the condensed consolidated statements of operations. |
Subsequent Events |
Subsequent Events
In accordance with ASC 855, the Company evaluated subsequent events through February 16, 2016, which was the date the consolidated financial statements were available for issue. |
Property and Equipment, Net (Tables)
Property and Equipment, Net (Tables) |
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Property and Equipment |
Property and equipment consisted of the following at:
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Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Intangible Assets |
Intangible assets consisted of the following at:
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Note Payable (Tables)
Note Payable (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Note Payable |
The note payable is comprised of the following at:
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Nature of the Business and Significant Accounting Policies (Details Narrative)
Nature of the Business and Significant Accounting Policies (Details Narrative) - USD ($) |
6 Months Ended | 12 Months Ended | ||
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Sep. 26, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 30, 2015 |
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Financing Receivable, Impaired [Line Items] | ||||
Net loss per share due to dilutive shares | $ 453,723 | $ 452,612 | ||
Gross debt issuance costs | 199,632 | $ 149,632 | ||
Amortization of the debt issuance costs | $ 32,947 | $ 19,611 | ||
TD Legacy [Member] | ||||
Financing Receivable, Impaired [Line Items] | ||||
Stock issued during period, shares | 4,000,000 |
Property and Equipment, Net (Details Narrative)
Property and Equipment, Net (Details Narrative) - USD ($) |
6 Months Ended | |
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Dec. 31, 2015 |
Dec. 31, 2014 |
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Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 6,151 | $ 4,200 |
Property and Equipment, Net - Summary of Property and Equipment (Details)
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) |
Dec. 31, 2015 |
Jun. 30, 2015 |
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Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 67,647 | $ 66,137 |
Less: Accumulated depreciation | (29,995) | (23,845) |
Total Property and equipment, net | 37,652 | 42,292 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 48,193 | 46,233 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,254 | 13,254 |
Molds and Dies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,200 | $ 6,650 |
Intangible Assets, Net (Disclosure Narrative)
Intangible Assets, Net (Disclosure Narrative) - USD ($) |
6 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization expense | $ 23,791 | $ 270 |
Intangible Assets, Net - Summary of Intangible Assets (Deatils)
Intangible Assets, Net - Summary of Intangible Assets (Deatils) - USD ($) |
Dec. 31, 2015 |
Jun. 30, 2015 |
---|---|---|
Total, cost | $ 75,895 | $ 66,896 |
Accumulated Amortization | (38,423) | (14,622) |
Intangible assets, net | 37,472 | 52,264 |
Transformations Exercise Fitness Program [Member] | ||
Total, cost | 62,500 | 62,500 |
Trademark and Patent [Member] | ||
Total, cost | 7,811 | $ 4,396 |
Computer Software [Member] | ||
Total, cost | $ 5,584 |
Note Payable (Details Narrative)
Note Payable - Schedule of Note Payable (Details)
Note Payable - Schedule of Note Payable (Details) - USD ($) |
Dec. 31, 2015 |
Jun. 30, 2015 |
---|---|---|
Debt Disclosure [Abstract] | ||
Note payable | $ 2,620,098 | $ 2,085,128 |
Add: accrued interest added to note principal | 25,670 | |
Less: unamortized loan discount | (218,113) | $ (277,070) |
Less: unamortized debt issuance costs | (119,695) | (102,641) |
Total note payable, net | $ 2,307,960 | $ 1,705,417 |
Bank Line of Credit (Details Narrative)
Bank Line of Credit (Details Narrative) - USD ($) |
6 Months Ended | |||||
---|---|---|---|---|---|---|
Oct. 23, 2015 |
Jul. 24, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2015 |
Jun. 30, 2015 |
|
Line of credit | $ 34,197 | $ 19,224 | ||||
Line of credit and borrowed additional amount | $ 34,197 | $ 53,421 | ||||
Wells Fargo Bank [Member] | ||||||
Line of credit | $ 35,000 | |||||
Lineof credit amount repayment date | Oct. 23, 2015 | |||||
Wells Fargo Bank [Member] | Prime Rate [Member] | ||||||
Line of credit interest rate | 4.00% |
Related Party Transactions (Details Narrative)
Related Party Transactions (Details Narrative) |
6 Months Ended | |
---|---|---|
Dec. 31, 2015
USD ($)
Officers
|
Jun. 30, 2015
USD ($)
|
|
Related Party Transactions [Abstract] | ||
Salaries and bonuses payable | $ | $ 95,620 | $ 95,620 |
Number of officers and membership holders | Officers | 4 |
Stockholders' Deficit (Details Narrative)
Stockholders' Deficit (Details Narrative) - USD ($) |
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Nov. 17, 2015 |
Oct. 20, 2015 |
Sep. 30, 2015 |
Jul. 15, 2015 |
Jul. 02, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Class of Stock [Line Items] | |||||||
Number of common stock shares issued for employee as performance bonus | 63,500 | ||||||
Fair value of common stock on note payable as loan fee in consideration | $ 50,000 | ||||||
Six Employees [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of stock options issued | 43,000 | ||||||
PIMCO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock shares issued as loan fee in consideration | 10,000 | ||||||
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 | 15,000 | ||||||
Number of common stock value issued | $ 75,000 |
Commitments and Contingencies (Details Narrative)