10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

OR

[  ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

XFit Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-55372	47-1858485
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

18 Goodyear, Suite 125 Irvine, California 92618	(949) 916-9680
(Address of Principal Executive Offices)	(Registrant’s Telephone Number)

(Former name and address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of May 14, 2015, there were 4,013,500 shares of the issuer’s common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements:	3
	Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and June 30, 2014	3
	Condensed Consolidated Statements of Operations (Unaudited) for the three and nine month periods ended March 31, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine month periods ended March 31, 2015	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosure about Market Risks	17
Item 4	Controls and Procedures	17
PART II	OTHER INFORMATION
Item 1	Legal proceedings	18
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3	Defaults upon Senior Securities	18
Item 4	Mine safety disclosures	18
Item 5	Other information	18

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

XFit Brands, Inc.

Condensed Consolidated Balance Sheets

	March 31, 2015			June 30, 2014
	(Unaudited)
ASSETS
Current Assets
Cash	$	220,362		$	360,323
Accounts receivable		96,553			20,900
Royalties receivable		62,500			55,633
Related party receivable		--			100,000
Inventory		210,460			200,471
Prepaid expenses		16,625			--
Total Current Assets		606,500			737,327
Long Term Assets
Property and equipment, net		44,687			830
Other assets
Deposits		4,513			4,513
Debt issuance costs, net		115,543			123,087
Intangible assets, net		62,085			--
TOTAL ASSETS	$	833,328		$	865,757
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	355,547		$	131,144
Related party payable		93,306			135,932
Accrued expenses and interest		143,918			31,155
Customer deposits		122,782			41,249
Total Current Liabilities		715,553			339,480
Note payable, net of unamortized loan discount		1,696,493			1,123,306
Total Liabilities		2,412,046			1,462,786
Commitments and Contingencies (Note 7)		--			--
Stockholders’ Deficit
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2015 and June 30, 2014		--			--
Common stock; $0.0001 par value; 250,000,000 shares authorized, 4,011,000 and 4,000,000 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively		401			400
Additional paid in capital		4,006,580			3,819,267
Accumulated deficit		(5,585,699	)		(4,416,696	)
Total Stockholders’ Deficit		(1,578,718	)		(597,029	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	833,328		$	865,757

See accompanying notes to the condensed consolidated financial statements.

3

XFit Brands, Inc.

Condensed Consolidated Statements of Operations

For the three and nine month periods ended March 31, 2015 and 2014 (Unaudited)

	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
	2015			2014			2015			2014
Revenues:
Product sales	$	526,826		$	368,384		$	1,300,148		$	1,202,449
Royalties		62,500			37,886			192,940			49,123
Net revenues		589,326			406,270			1,493,088			1,251,572
Cost of revenues		376,828			212,235			982,587			696,153
Gross profit		212,498			194,035			510,501			555,419
Operating expenses
General and administrative		310,142			132,917			1,187,497			324,641
Sales and marketing		126,124			57,203			227,845			154,530
Total operating expenses		436,266			190,120			1,415,342			479,171
(Loss) income from operations		(223,768	)		3,915			(904,841	)		76,248
Interest expense		(107,007	)		(9,113	)		(278,918	)		(30,622	)
Income from licensing fees		--			--			--			114,190
Loss on value of marketable securities		--			--			--			(114,190	)
Loss on write-off of leasehold improvements		--			(4,646	)		--			(4,646	)
Other income		--			--			14,758			147
Net (loss) income	$	(330,775	)	$	(9,844	)	$	(1,169,001	)	$	41,127
(Loss) income per common share – basic and diluted	$	(0.08	)	$	(0.00	)	$	(0.29	)	$	0.01
Weighted average shares outstanding - basic and diluted		4,000,000			4,000,000			4,000,000			4,000,000

See accompanying notes to the condensed consolidated financial statements.

4

XFit Brands, Inc.

Condensed Consolidated Statements of Cash Flows

For the nine month periods ended March 31, 2015 and 2014 (Unaudited)

	Nine Month Periods Ended March 31:
	2015			2014
Cash flows from operating activities
Net (loss) income	$	(1,169,001	)	$	41,127
Adjustments to reconcile net (loss) income to net cash used in operating activities
Depreciation and amortization		11,544			204
Loss on write-off of leasehold improvements		--			4,646
Amortization of debt issuance costs and loan discount		106,700			--
Value of shares issued for services		232,314			--
Changes in operating assets and liabilities:
Accounts receivable		(75,653	)		71,168
Royalties receivable		(6,867	)		(37,500	)
Inventory		(9,989	)		(128,212	)
Prepaid expenses		(16,625	)		--
Deposits		--			602
Accounts payable		224,403			66,420
Accrued expenses and interest		112,763			(6,986	)
Payroll taxes payable		--			(36,593	)
Customer deposits		81,530			(100,698	)
Net cash used in operating activities		(508,881	)		(125,822	)
Cash flows from investing activities
Acquisition of intangible assets		(11,096	)		--
Purchase of property and equipment		(51,389	)		(505	)
Net cash used in investing activities		(62,485	)		(505	)
Cash flows from financing activities
Proceeds from note payable – related party		--			100,000
Payment of related party payable		(42,626	)		--
Debt issuance costs		(25,969	)		--
Proceeds from note payable to PIMCO		500,000			--
Net cash provided by financing activities		431,405			100,000
Net increase (decrease) in cash		(139,961	)		(26,327	)
Cash at beginning of period		360,323			41,736
Cash at end of period	$	220,362		$	15,409
Supplemental cash flow information:
Cash paid for interest	$	199,689		$	38,122
Non-cash investing and financing activities:
Distribution to a related party limited liability company member	$	100,000		$	--
Value of common shares issued for acquisition of intangible asset	$	55,000		$	--

See accompanying notes to the condensed consolidated financial statements.

5

XFit Brands, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 March 31, 2014 financial statements are those of our predecessor company and wholly-owned subsidiaries. The results of operations for the three and nine months ended March 31, 2015 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 condensed 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 March 31, 2015, 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.

6

NOTE 2 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following at:

	March 31, 2015			June 30, 2014
	(Unaudited)
Office furniture and equipment	$	46,233		$	12,298
Warehouse equipment		13,254			--
Molds and dies		4,200			--
Total, cost		63,687			12,298
Less: Accumulated depreciation		(19,000	)		(11,468	)
Total Property and equipment, net	$	44,687		$	830

Depreciation expense for the nine months ended March 31, 2015 and 2014 was $7,532 and $360, respectively. Depreciation expense for the year ended June 30, 2014 was $1,380.

NOTE 3 – INTANGIBLE ASSETS, NET

Intangible assets consisted of the following at:

	March 31, 2015			June 30, 2014
	(Unaudited)
Trademark	$	3,596		$	--
Transformations exercise fitness program		62,500			--
Total, cost		66,096			--
Less: Accumulated amortization		(4,011	)		--
Total Intangible assets, net	$	62,085		$	--

On February 26, 2015, the Company acquired the exclusive rights, title, and interest in the “Transformations” exercise and fitness program. The purchase included all program materials, manuals, trademarks, logos, and related intellectual properties. The purchase price was comprised of a $7,500 cash payment and 11,000 shares of the Company’s common stock valued at $55,000, for a total purchase price of $62,500. Pursuant to the terms of the agreement, the shares of common stock will be issued at such time as the Company is Depository Trust Company (“DTC”) eligible. The purchase agreement includes a performance based earn-out program based on revenues earned from the fitness program. The earn-out bonuses are payable in the form of additional common stock. As of March 31, 2015, the 11,000 common shares have not been issued and there has been no revenue generated by the earn-out program

The intangible assets are being amortized over the estimated useful life. Amortization expense for the nine months ended March 31, 2015 was $3,742.

NOTE 4 – NOTE PAYABLE

The note payable is comprised of the following:

	March 31, 2015			June 30, 2014
	(Unaudited)
Note payable to the PIMCO Funds (“PIMCO”)	$	2,000,000		$	1,500,000
Less: unamortized loan discount		(303,507	)		(376,694	)
Total note payable, net of unamortized loan discount	$	1,696,493		$	1,123,306

On February 6, 2015, the Company drew an additional $500,000 of funds under a Delayed Draw Note facility with PIMCO. Following the February 6, 2015 draw, the principal balance payable due PIMCO was $2,000,000. The Company has an additional $500,000 available to draw on this loan facility.

7

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 Throwdown Industries Holdings, LLC and its consolidated subsidiaries, as defined according to GAAP, shall be no less than a deficit of $800,000. The waiver dated February 3, 2015, defers the application of Section 6(a) for the first three quarterly periods of the fiscal year ending June 30, 2015.

In connection with the additional draw down of the PIMCO delayed draw note fcility, the Company incurred $25,969 in legal fees that have been reported as debt issuance costs. These fees are being amortized on a straight line basis over the remaining term of the PIMCO note payable.

During the nine months ended March 31, 2015, the company amortized $106,700 of the debt issuance costs and loan discount which is recorded as a component of interest expense on the condensed consolidated statements of operations.

NOTE 5 – 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 nine months ended March 31, 2015, Holdings issued a $100,000 distribution to its sole member, TD Legacy, which eliminated the related party receivable.

Related Party Payable

As of March 31, 2015 and June 30, 2014, the Company has $93,306 and $135,932, respectively, 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 nine months ended March 31, 2015, 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 statements.

NOTE 6 – STOCKHOLDERS’ DEFICIT

During the nine months ended March 31, 2015, 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 these shares was $3.75 per share based on the $15.0 million valuation established upon closing of the PIMCO Note Payable.

During the nine months ended March 31, 2015, TD Legacy, a related party, issued 173 limited liability company units to the chief financial officer in consideration of his agreement to cancel indebtedness of $25,000 to him for consulting services previously rendered to the Company.

During the nine months ended March 31, 2015, TD Legacy, a related party, issued 69 limited liability company units to the Company’s 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.

NOTE 7 – 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 nine months ended March 31, 2015 and 2014, was $44,565 and $42,494, respectively.

8

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 March 31, 2015, 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 the Company’s common stock, subject to certain conditions.

Asset Purchase Agreement

On February 26, 2015, the Company entered into an Asset Purchase Agreement with Dennis Dumas to acquire the exclusive rights, title, and interest in the Transformations exercise and fitness program. The purchase price was $62,500 comprised of a $7,500 cash payment and 11,000 shares of the Company’s common stock that was valued at $55,000. Pursuant to the terms of the agreement, the shares of common stock will be issued at such time as the Company is DTC eligible. The agreement also has a performance based earn out for a period of 18 months that is based on 50% of all programming services gross revenues derived from the Transformations program, up to a maximum earn out of $187,500.

The earnout will be paid in common stock of the Company. As of March 31, 2015, no amounts have been earned related to the earnout payable.

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING INFORMATION

The following information should be read in conjunction with XFit Brands, Inc. and its subsidiaries (“we”, “us”, “our”, or the “Company”) condensed consolidated unaudited financial statements and the notes thereto contained elsewhere in this report. Information in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Form 10-Q that does not consist of historical facts, are “forward-looking statements.” Statements accompanied or qualified by, or containing words such as “may,” “will,” “should,” “believes,” “expects,” “intends,” “plans,” “projects,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” and “assume” constitute forward-looking statements, and as such, are not a guarantee of future performance. 

Forward-looking statements are subject to risks and uncertainties, certain of which are beyond our control. Actual results could differ materially from those anticipated as a result of the factors described in the “Risk Factors” and detailed in our other Securities and Exchange Commission filings. Risks and uncertainties can include, among others, fluctuations in general business cycles and changing economic conditions; changing product demand and industry capacity; increased competition and pricing pressures; and advances in technology that can reduce the demand for the Company’s products. Consequently, investors should not place undue reliance on forward-looking statements as predictive of future results. 

Because of these risks and uncertainties, the forward-looking events and circumstances discussed in this report or incorporated by reference might not transpire. Factors that cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described elsewhere in this report and in the “Risk Factors” section of our Registration statement on Form S-1, as amended (File No. 333-200619).

The Company disclaims any obligation to update the forward-looking statements in this report.

Overview

XFit Brands, Inc. was incorporated in September 2014 under the laws of the State of Nevada. As used herein, the terms “we,” “us,” “XFIT,” and the “Company” refer to XFit Brands, Inc. and its predecessors, subsidiaries, and affiliates, collectively, unless the context indicates otherwise. Our fiscal year end is June 30. Our principal office address is 18 Goodyear, Suite 125, Irvine, CA 92618 and our telephone number is (949) 916-9680. As of May 14, 2015, we had 8 employees.

Our 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. Our products are marketed and sold under our “Throwdown®” brand name to gyms, fitness facilities, and directly to consumers via our internet website and through third party catalogues (which we refer to as our “Direct to Consumer” or “DTC” operations) through a mix of independent distributors and licensees throughout the world. All of our products are manufactured by independent contractors. Our equipment and apparel products are produced both in the United States and abroad.

We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company.

10

Results of Operations

For the next twelve months, our current operating plan is focused on the development and sale of training and competition cages for the Mixed Martial Arts (“MMA”) industry and thereafter expanded into development and sales of training and protective gear for the MMA industry. Recently, we have begun developing products targeting the fitness, training, and exercise industry.

Our long term growth strategy includes expanding our presence in the fitness, training, and exercise community; leveraging our MMA core credibility and heritage; developing strategic alliances; and acquiring other companies in the fitness, training, and exercise industry to leverage our asset base, manufacturing infrastructure, market presence, and experienced personnel.

As is discussed further in the Liquidity and Capital Resources section below, we have limited funds to support our operations. Our continuation as a going concern subsequent to the quarter ended March 31, 2015 is dependent on our ability to obtain additional financing to fund the continued operation of our business model for a long enough period to achieve profitable operations. Based on our current business plan, we currently estimate we will need up to an additional $2.0 million of new capital to execute our business plan over the next six months. There can be no assurance, however, that such financing will be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern.

Three months ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

Our revenue, operating expenses, and net income (loss) from operations for the three month period ended March 31, 2015 as compared to the three month period ended March 31, 2014 are set forth below. The results of operations for the three months ended March 31, 2014 represent the consolidated results of operations of Throwdown Industries Holdings, LLC, our predecessor Company and wholly-owned subsidiary.

	Three Months Ended March 31:									% Change Increase
	2015			2014			Change			(Decrease)
REVENUES
Product sales	$	526,826		$	368,384		$	158,442			43.1	%
Royalties		62,500			37,886			24,614			65.0	%
Net revenues		589,326			406,270			183,056			45.1	%
COST OF REVENUES		376,828			212,235			164,593			77.6	%
Gross profit		212,498			194,035			18,463			9.6	%
OPERATING EXPENSES:
General and administrative		310,142			132,917			177,225			133.4	%
Sales and marketing		126,124			57,203			68,921			120.5	%
Total operating expenses		436,266			190,120			246,146			129.5	%
(Loss) income from operations		(223,768	)		3,915			(227,683	)		(5,815.7	)%
Interest expense		(107,007	)		(9,113	)		(97,894	)		1,074.3	%
Loss on write-off of leasehold improvements		--			(4,646	)		4,646			100.0	%
Net loss	$	(330,775	)	$	(9,844	)	$	(320,931	)		(3,260.2	)%

Revenues. Revenues consist of product sales and royalties. Total revenues for the three months ended March 31, 2015 were $589,326, an increase of $183,056, or 45.1%, from $406,270 of total revenues for the three months ended March 31, 2014. Product sales increased $158,442, or 43.1%, to $526,826 for the three months ended March 31, 2015 from $368,384 for the three months ended March 31, 2014. Royalties increased $24,614, or 65.0%, to $62,500 for the three months ended March 31, 2015 from $37,886 for the three months ended March 31, 2014. The increase in product sales is attributable to increased selling efforts and momentum during the three months ended March 31, 2015. The increase in royalties is attributable to royalties realized from international licensees during the three month period ended March 31, 2015.

Cost of Revenues. Total cost of revenues for the three months ended March 31, 2015 were $376,828, an increase of $164,593, or 77.6%, from $212,235 for the three months ended March 31, 2014. Cost of product sales during the three months ended March 31, 2015 were 71.5% as compared to 57.6% during the three months ended March 31, 2014. The increase in cost of revenues is attributable to the 45.1% increase in sales and the effect of higher product costs during the three months ended March 31, 2015.

11

Gross Profit. Gross profit increased $18,463 to $212,498 for the three months ended March 31, 2015, from a gross profit of $194,035 for the three months ended March 31, 2014. The increase in gross profit reflects the increase in sales and increase in royalties during the three months ended March 31, 2015. During the three months ended March 31, 2015, we realized a 28.5% gross profit on our product sales as compared to a 42.4% gross profit on product sales during the three months ended March 31, 2014. The reduction in gross profit reflects the increase in product costs of revenues during the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.

General and Administrative Expenses. General and administrative expenses increased by $177,225 or 133.4%, to $310,142 for the three months ended March 31, 2015 from $132,917 for the three months ended March 31, 2014. General & administrative expenses for the three months ended March 31, 2015 are comprised of salaries and wages of $62,130, professional fees of $45,001, office expenses of $6,173, insurance of $15,514, rent of $15,182, SEC registration expenses, (including accounting, legal, audit and filing fees) of $92,942, travel of $9,638, and other of $63,561. General & administrative expenses for the three months ended March 31, 2014 are comprised of salaries and wages of $44,123, professional fees of $43,313, office expenses of $1,256, insurance of $11,476, rent of $14,594, travel of $12,669, and $5,486 of other general and administrative expenses. The increase in general and administrative expenses during the three months ended March 31, 2015 is comprised of an increase in salaries and wages of $18,007, increase in professional fees of $1,688, an increase in office expenses of $4,917, an increase in SEC registration expenses of $92,942, an increase of $4,038 in insurance expense, an increase of $588 of rent expense, a decrease of $3,031 of travel expenses, and a net $58,075 increase in other general and administrative expenses. The overall increase in general and administrative expenses is attributable to increased expenses for professional fees relating to the audit, accounting, legal fees, and capital commitment fees associated with the initial public offering of our securities.

Sales and Marketing Expense. Sales and marketing expense increased $68,921 or 120.5%, to $126,124 for the three months ended March 31, 2015 from $57,203 for the three months ended March 31, 2014. This increase in sales and marketing expenses is commensurate with a net 45.1% increase in our revenues during the three months ended March 31, 2015.

Interest Expense. Interest expense increased by $97,894 to $107,007 for the three months ended March 31, 2015 from $9,113 for the three months ended March 31, 2014. The increase is largely due to the increased interest expense on the delayed draw note with the PIMCO Fund during the three months ended March 31, 2015. We did not have this delayed draw note during the three months ended March 31, 2014.

Loss on write off of leasehold improvements. During the three months ended March 31, 2014, we realized a $4,646 loss on the write off of leasehold improvements while during the three months ended March 31, 2015 we realized no comparable loss.

Net Loss. Net loss increased by $320,931 or 3,260.2% to a net loss of $330,775 for the three months ended March 31, 2015 from a net loss of $9,844 for the three months ended March 31, 2014. This increase in our net loss is attributable to the increased revenues and offset by our increased expenses, as explained herein.

Nine months ended March 31, 2015 Compared to the Nine Months Ended March 31, 2014

Our revenue, operating expenses, and net (loss) income from operations for the nine month period ended March 31, 2015 as compared to the nine month period ended March 31, 2014 are set forth below. The results of operations for the nine months ended March 31, 2014 represent the consolidated results of operations of Throwdown Industries Holdings, LLC, our predecessor Company and wholly-owned subsidiary.

	Nine Months Ended March 31:									% Change Increase
	2015			2014			Change			(Decrease)
REVENUES
Product sales	$	1,300,148		$	1,202,449		$	97,699			8.2	%
Royalties		192,940			49,123			143,817			292.8	%
NET REVENUES		1,493,088			1,251,572			241,516			19.3	%
COST OF REVENUES		982,587			696,153			286,434			41.2	%
Gross profit		510,501			555,419			(44,918	)		(8.1	)%
OPERATING EXPENSES:
General and administrative		1,187,497			324,641			862,856			265.8	%
Sales and marketing		227,845			154,530			73,315			47.5	%
Total operating expenses		1,415,342			479,171			936,170			195.4	%
(Loss) income from operations		(904,841	)		76,248			(981,089	)		(1,286.7	)%
Interest expense		(278,918	)		(30,622	)		(248,296	)		810.9	%
Income from licensing fees					114,190			(114,190	)		100.0	%
Loss on write-off of leasehold improvements		--			(4,646	)		4,646			100.0	%
Loss on value of marketable securities		--			(114,190	)		114,190			100.0	%
Other income		14,758			147			14,611			9,939.5	%
Net (loss) income	$	(1,169,001	)	$	41,127		$	(1,210,128	)		(2,942.4	)%

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Revenues. Revenues consist of product sales and royalties. Total revenues for the nine months ended March 31, 2015 were $1,493,088, an increase of $241,516, or 19.3%, from $1,251,572 of total revenues for the nine months ended March 31, 2014. Product sales increased $97,699, or 8.2%, to $1,300,148 for the nine months ended March 31, 2015 from $1,202,449 for the nine months ended March 31, 2014. Royalties increased $143,817, or 292.8%, to $192,940 for the nine months ended March 31, 2015 from $49,123 for the nine months ended March 31, 2014. The increase in product sales is attributable to increased selling efforts and momentum during the nine months ended March 31, 2015. The increase in royalties is royalties realized from international licensees during the nine month period ended March 31, 2015.

Cost of Revenues. Total cost of revenues for the nine months ended March 31, 2015 were $982,587, an increase of $286,434, or 41.2%, from $696,153 for the nine months ended March 31, 2014. Cost of product sales during the nine months ended March 31, 2015 were 75.6% as compared to 57.9% during the nine months ended March 31, 2014. The increase in costs of revenues is attributable the increased sales and the effect of higher product costs of sales percentages during the nine months ended March 31, 2015.

Gross Profit. Gross profit decreased $44,918 to $510,501 for the nine months ended March 31, 2015, from a gross profit of $555,419 for the nine months ended March 31, 2014. During the nine months ended March 31, 2015, we realized a 24.4% gross profit on our product sales as compared to a 42.1% gross profit realized on product sales during the nine months ended March 31, 2014. The reduction in gross profit reflects the increase in product costs of revenues during the nine months ended March 31, 2015.

General and Administrative Expenses. General and administrative expenses increased by $862,856, or 265.8%, to $1,187,497 for the nine months ended March 31, 2015 from $324,641 for the nine months ended March 31, 2014. General & administrative expenses for the nine months ended March 31, 2015 are comprised of salaries and wages of $208,203, professional fees of $146,537, office expenses of $14,891, insurance of $36,781, rent of $44,565, SEC registration expenses, (including accounting, legal, audit and filing fees) of $384,766, capital commitment fee of $197,314, travel of $39,083, and other of $115,356. General & administrative expenses for the nine months ended March 31, 2014 are comprised of salaries and wages of $129,427, professional fees of $63,782, office expenses of $2,548, insurance of $31,630, rent of $42,494, travel of $23,509, and $31,251 of other general and administrative expenses. The increase in general and administrative expenses during the nine months ended March 31, 2015 is comprised of an increase in salaries and wages of $78,776, increase in professional fees of $82,755, an increase in office expenses of $12,343, an increase in SEC registration expenses of $384,766, an increase in capital commitment fee of $197,314, an increase of $5,151 in insurance expense, an increase of $2,071 of rent expense, and increase of $15,574 of travel expenses, and a net $84,104 increase in other general and administrative expenses. The overall increase/decrease in general and administrative expenses is attributable to increased expenses for professional fees relating to the audit, accounting, legal fees, and capital commitment fees associated with the initial public offering of our securities.

Sales and Marketing Expense. Sales and marketing expense increased $73,315, or 47.5%, to $227,845 for the nine months ended March 31, 2015 from $154,530 for the nine months ended March 31, 2014. This increase in sales and marketing expenses is attributable to increased sales personnel that were employed during the nine months ended March 31, 2015.

Interest Expense. Interest expense increased by $248,296 to $278,918 for the nine months ended March 31, 2015 from, $30,622 for the nine months ended March 31, 2014. The increase is largely due to the increased interest expense on the delayed draw note with the PIMCO Fund during the nine months ended March 31, 2015. We did not have this delayed draw note during the nine months ended March 31, 2014.

Income from licensing fees. During the nine months ended March 31, 2014, we realized $114,190 of income from licensing fees.

13

Loss on write off of leasehold improvements. During the nine months ended March 31, 2014, we realized a $4,646 loss on the write off of leasehold improvements while during the nine months ended March 31, 2015 we realized no comparable loss.

Loss on value of marketable securities. During the nine months ended March 31, 2014, we incurred an $114,190 unrealized loss on the value of marketable securities that we hold in a small public company. We did not have a comparable loss during the nine months ended March 31, 2015.

Other Income. During the nine months ended March 31, 2015, we realized $14,758 of other income while during the nine months ended March 31, 2014 we realized $147 of other income.

Net Loss. Net loss increased by $1,210,128 or 2,942.4% to a net loss of $1,169,001 for the nine months ended March 31, 2015 from net income of $41,127 for the nine months ended March 31, 2014. This increase in our net loss is attributable to the increased revenues offset by the increased expenses, as explained herein.

Liquidity and Capital Resources

Our condensed consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the condensed consolidated financial statements, we incurred a net loss of $1,169,001 during the nine months ended March 31, 2015, and losses are expected to continue in the near term. The accumulated deficit since inception is $5,585,699 at March 31, 2015. We have been funding our operations through private loans and the sale of equity interests in private placement transactions. See our discussion of our Credit Facility with PIMCO and our Equity Purchase Agreement with Kodiak Capital below. Our cash resources are insufficient to meet our planned business objectives without additional financing. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of our company to continue as a going concern.

Management anticipates that significant additional expenditures will be necessary to further develop our product lines and licensing relationships to expand product sales and royalty revenues before significant positive operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At March 31, 2015, we had $220,362 of cash on hand. We anticipate that our existing cash and cash equivalents, together with our cash from operating activities will not be sufficient to fund operations and expected growth through at least the next twelve months. These funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing.

Management has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) raising additional capital and/or obtaining financing; (b) executing contracts with international licensees; and (c) controlling overhead and expenses. There can be no assurance that we can successfully accomplish these steps and it is uncertain that we will achieve a profitable level of operations and obtain additional financing. There can be no assurance that any additional financing will be available to us on satisfactory terms and conditions, if at all.

In the event we are unable to continue as a going concern, we may elect or be required to seek protection from our creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

The success of our ability to continue as a going concern is dependent upon obtaining new customers for our products and new licensees to generate royalty revenues, and maintaining a break even or profitable level of operations. We have incurred operating losses since inception, and this is likely to continue in the near future. We believe that we are able to fund our immediate operations, working capital requirements, and debt service requirements with existing working capital, cash flows generated from operations, and additional borrowings under our delayed draw note or, if available, under our equity purchase agreement with Kodiak.

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Our financial requirements will be dependent upon the financial support through credit facilities and additional sales of our equity securities. There can be no assurance, however, that such financing will be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. We currently have no firm commitments for any additional capital.

The downturn in the United States stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock or the debt securities may cause us to be subject to restrictive covenants. If additional financing is not available or is not available on acceptable terms, we may have to curtail our operations.

Cash, total current assets, total assets, total current liabilities and total liabilities as of March 31, 2015 as compared to June 30, 2014, were as follows:

	March 31, 2015		June 30, 2014
Cash	$	220,362	$	360,323
Total current assets	$	606,500	$	737,327
Total assets	$	833,328	$	865,757
Total current liabilities	$	715,553	$	339,480
Total liabilities	$	2,412,046	$	1,462,786

At March 31, 2015, we had a working capital deficit of $109,053 compared to working capital of $397,847 at June 30, 2014. Current liabilities increased to $715,553 at March 31, 2015 from $339,480 at June 30, 2014, primarily as a result of increases in accounts payable, accrued expenses, interest, and customer deposits.

Our operating activities used net cash of $508,881 for the nine months ended March 31, 2015 compared to net cash used in operations of $125,822 for the nine months ended March 31, 2014. The net cash used in operations for the nine months ended March 31, 2015, reflects a net loss of $1,169,001, decreased by $350,558 in non-cash charges and by $309,562 net increase in the working capital accounts. The net cash used in operations for the nine months ended March 31, 2014 reflects a net income of $41,127, increased by $4,850 in non-cash charges and by $171,799 net decrease in the working capital accounts.

Our net cash used in investing activities were $62,485 and $505 for the nine months ended March 31, 2015 and 2014, respectively. Our cash used in investing activities for the nine months ended March 31, 2015, included $51,389 in purchases of equipment and $11,096 of intangible asset acquisition costs. Our cash used in investing activities for the nine months ended March 31, 2014, included $505 purchases of equipment.

Our net cash provided by financing activities for the nine months ended March 31, 2015 was $431,405 resulting primarily from $500,000 in proceeds from the PIMCO delayed draw note facility, which amount was offset by $42,626 of payment of related party payable and $25,969 of debt issuance costs. Our net cash provided by financing activities for the nine months ended March 31, 2014 was $100,000 as a result of the proceeds received from the Windsor Capital Holdings, LLC note payable.

Credit Facility

On June 10, 2014, we entered into a Note Purchase Agreement (“Agreement”) with PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (“PIMCO”) that authorized the issuance of up to $2,500,000. On June 12, 2014, we entered into a Senior Secured Note (“Note”) whereby we drew $1,500,000. The note bears interest at 14% and matures on June 12, 2017. The note bears an effective interest rate of 21%. This Note is collateralized by all of our assets. 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.

15

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 Throwdown Industries Holdings, LLC and its consolidated subsidiaries, as defined according to GAAP, shall be no less than a deficit of $800,000. The waiver dated February 3, 2015, defers the application of Section 6(a) for the first three quarterly periods of the fiscal year ending June 30, 2015.

On February 6, 2015, we drew an additional $500,000 of funds under our Delayed Draw Note facility with PIMCO. Following the February 6, 2015 draw, the principal balance payable due PIMCO was $2,000,000. Concurrent with this draw, we issued a new Senior Secured Fixed Rate delayed draw note in the princpial amount of $2,000,000, which note replaced the previously issued note to PIMCO. We have an additional $500,000 available to draw on this loan facility.

Equity Purchase Agreement with Kodiak Capital LLC

On December 17, 2014, we entered into an Equity Purchase Agreement (“Equity Purchase Agreement”) with Kodiak Capital LLC. The Equity Purchase Agreement provides us with a financing (the “Financing” ) whereby the registrant can issue and sell to Kodiak, from time to time, shares of our common stock (the “Put Shares” ) up to an aggregate purchase price of $5.0 million (the “Maximum Commitment Amount”) during the Commitment Period (as defined below). Under the terms of the Equity Purchase Agreement, we have the right to deliver from time to time a Put Notice to Kodiak stating the dollar amount of Put Shares (up to $500,000 under any individual Put Notice) that we intend to sell to Kodiak with the price per share based on the following formula: seventy-five percent (75%) of the lowest closing bid price of our common stock during the period beginning on the date of the Put Notice and ending five (5) days thereafter. Under the Equity Purchase Agreement, we may not deliver the Put Notice until after the resale of the Put Shares has been registered pursuant to a registration statement filed with the Securities and Exchange Commission. Additionally, provided that the Equity Purchase Agreement does not terminate earlier, during the period beginning on the trading day immediately following the effectiveness of the registration statement and ending December 31, 2016, we may deliver the Put Notice or Notices (up to the Maximum Commitment Amount) to Kodiak (the “Commitment Period” ). 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 also provides that we are not entitled to deliver a Put Notice, and Kodiak shall not be obligated to purchase any Put Shares, unless each of the following conditions are satisfied: (i) a registration statement has been declared effective and remains effective for the resale of the Put Shares until the closing with respect to the subject Put Notice; (ii) at all times during the period beginning on the date of the Put Notice and ending on the date of the related closing, our common stock has been listed on the Principal Market as defined in the Equity Purchase Agreement (which includes, among others, the Over-the-Counter Bulletin Board and the OTC Market Group’s OTC Link quotation system) and shall not have been suspended from trading thereon; (iii) we have complied with its obligations and is otherwise not in breach of or in default under the Equity Purchase Agreement, the Registration Rights Agreement or any other agreement executed in connection therewith; (iv) no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Put Shares; and (v) the issuance of the Put Shares will not violate any shareholder approval requirements of the market or exchange on which our common stock are principally listed.

The Equity Purchase Agreement will terminate when any of the following events occur: (i) Kodiak has purchased an aggregate of $5.0 million of our common stock, (ii) on December 31, 2016 or (iii) upon written notice from us to Kodiak.

The proceeds from the agreement with Kodiak would primarily be used for working capital and general corporate purposes. However, Kodiak is not required to provide funding until certain conditions are met, as described above. There can be no assurance that we will meet the conditions under which Kodiak will be required to provide the equity capital.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of our last fiscal quarter ended March 31, 2015, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon those evaluations, management concluded that our disclosure controls and procedures were effective as of March 31, 2015, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by the SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Going forward from this filing, the Company intends to improve its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

During the quarter covered by this Report, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become a party to litigation or other legal proceedings that it considers to be a part of the ordinary course of its business. The Company is not involved currently in legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations. The Company may become involved in other material legal proceedings in the future.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item. Please refer to “Risk Factors” contained in our Registration Statement on Form S-1, as amended (File No. 333-200619).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

1. On February 26, 2015, we agreed to issue 11,000 shares of our common stock in partial consideration of assets being purchase under an asset purchase agreement with Dennis Dumas (see Item 5 below). The shares have not yet been issued and pursuant to the terms of the agreement, will be issued at such time as we are DTC eligible. We will not receive any proceeds upon issuance. These shares will be issued in reliance of the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

2. On March 3, 2015, we agreed to issue 2,500 shares of our common stock in consideration of services rendered under an employment offer letter agreement upon satisfaction of employment through April 1, 2015. The shares have not yet been issued. We will not receive any proceeds upon issuance. These shares will be issued in reliance of the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

On February 6, 2015, we drew an additional $500,000 of funds under our Delayed Draw Note facility with PIMCO. Following the February 6, 2015 draw, the principal balance payable due PIMCO was $2,000,000. Concurrent with this draw, we issued a new Senior Secured Fixed Rate delayed draw note in the princpial amount of $2,000,000, which note replaced the previously issued note to PIMCO. We have an additional $500,000 available to draw on this loan facility.

On February 26, 2015, we entered into into an Asset Purchase Agreement with Dennis Dumas to acquire the exclusive rights, title, and interest in the Transformations exercise and fitness program. The purchase price was $62,500 comprised of a $7,500 cash payment and eleven thousand (11,000) shares of our common stock that was valued at $55,000. Pursuant to the terms of the agreement, the shares of common stock will be issued at such time as we are DTC eligible. 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 shares of our common stock based on the thirty (30) day trailing average price of the Company’s common stock prior to issuance.

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Item 6. Exhibits

EXHIBIT INDEX

Exhibit No.	Description
4.1	Senior Secured Fixed Rate Note issued to the PIMCO Fund in the original principal amount of $2 million.
10.1	Asset Purchase Agreement dated February 26, 2015 between XFit Brands and Dennis Dumas.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema Linkbase Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Labels Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized

	XFIT BRANDS, INC
	(Registrant)
Date: May 14, 2015	By:	/s/ David E. Vautrin
		David E. Vautrin
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: May 14, 2015	By:	/s/ Robert J. Miranda
		Robert J. Miranda
		Vice President and Chief Financial Officer
		(Principal Accounting Officer)

20

EX-4.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN CONTRAVENTION OF SECTION 5 OF SUCH ACT.

Throwdown Industries Holdings, LLC
Throwdown Industries, LLC
Throwdown Industries, INC.

XFIT BRANDS, INC.

$2,000,000

14.00% Senior Secured Fixed Rate Note due June 12, 2017

Registered	New York, New York
No. R-3	Dated: June 12, 2014

Each of Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Holdings”), Throwdown Industries, LLC, a Delaware limited liability company (“TD LLC”), XFit Brands, Inc., a Nevada corporation (“XFit Brands”), and Throwdown Industries, Inc., a California corporation (“TDI” and, together with Holdings, XFit Brands and TD LLC, each, an “Obligor” and, collectively, the “Obligors”), for value received, hereby jointly and severally promises to pay to PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (the “Purchaser”), the principal sum of TWO MILLION DOLLARS ($2,000,000) on June 12, 2017 or such earlier date on which this Note is accelerated pursuant to the Note Purchase Agreement or subject to optional redemption by Holdings, on behalf of the Obligors, as described herein (the “Maturity Date”) (or, if such day is not a Business Day, on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest will accrue as a result of such delay), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in immediately available funds, and to pay interest on the unpaid balance of said principal sum (as increased on account of any deferred and capitalized interest) at the rate of 14.00% per annum (computed on the basis of a 360-day year of twelve 30-day months), in like coin or currency and funds, from and including the date hereof, on the 20^th day of each calendar month, commencing on July 20, 2014, and on the maturity date and each other date on which principal is due and payable (each, a “Payment Date”) until payment of such principal sum has been made or duly provided for; provided, that unless a Default or an Event of Default (each as defined in the Note Purchase Agreement) has occurred or Holdings, on behalf of the Obligors, otherwise elects in accordance with the Note Purchase Agreement, the Obligors shall pay cash interest for each Payment Date at a per annum rate of 9.00%, and the additional interest that otherwise would have been payable in cash on the applicable Payment Date shall instead be added to the outstanding principal balance of the Notes in accordance with the Note Purchase Agreement. Amounts payable on each Payment Date shall be payable to the holder in whose name this Note is registered on the applicable Payment Date.

Such interest will accrue from, and including, June 12, 2014 or the most recent Payment Date (whether or not such Payment Date was a Business Day) for which interest was paid to, but excluding, the relevant Payment Date. If any Payment Date falls on a day that is not a Business Day, the payment due on such day will be postponed to the next succeeding Business Day, with the same force and effect as if made on the date such payment was due, and no interest will accrue as a result of such delay.

“Business Day” is any day which is not a Saturday or Sunday or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

This Note is one of a duly authorized issue of $2,500,000 aggregate principal amount of 14.00% Senior Secured Fixed Rate Notes due June 12, 2017 (the “Notes”) of the Obligors. This Note is issued pursuant to and subject to the Note Purchase Agreement, dated as of June 10, 2014 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) between the Obligors and the Purchaser, and is secured by certain collateral pledged by the Obligors pursuant to the Pledge and Security Agreement, dated as of June 10, 2014, between the Obligors and the Purchaser, as amended, supplemented or otherwise modified from time to time.

1. Payment. Payment of principal and interest as provided herein shall be made for the benefit of the registered owner hereof on the applicable Payment Date or on the Maturity Date, as the case may be, in each case by wire transfer to the account designated in writing to Holdings by such registered owner.

2. Redemption. Holdings, on behalf of the Obligors, may redeem the Notes, in whole or in part, at any time, at its option, at a redemption price equal to the Applicable Percentage of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount of Notes to be redeemed to, but excluding, the redemption date. If less than all of the Notes are to be redeemed, the Notes shall be redeemed on a pro rata basis. The “Applicable Percentage” means (i) in the case of a redemption on or prior to June 12, 2016, 107% or (ii) in the case of a redemption after June 12, 2016, 100%.

Notice of any such redemption must be mailed by first-class mail or electronically delivered to the registered holder of the Notes to be redeemed no less than 30 days prior to the redemption date and shall specify the designated redemption date and the aggregate principal amount to be redeemed thereon. Notice of redemption having been given, the Notes to be so redeemed shall, on the redemption date, become due and payable at the redemption price provided for herein, and from and after such date (unless the Obligors shall default in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest.

In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof will be issued in the name of the holder or holders hereof.

3. Registration, Transfer, Exchange and Denominations of Notes. So long as any of the Notes remain outstanding and unpaid, the Obligors will cause to be maintained in the United States, an office or agency where the Notes may be presented for payment, transfer or exchange as provided in this Note. Such office or agency is presently located at the office of Holdings located at 18 Goodyear – Suite 125, Irvine, CA 92618, and the Obligors agree to give prompt written notice of any change in such office or agency to each holder of Notes then outstanding. The Obligors shall keep, or engage a third party registrar to keep, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Obligors or such registrar, as the case may be, shall register the names and addresses of the holders of Notes in registered form and shall register the transfer of Notes in registered form as provided in this Note.

Whenever any Note or Notes shall be presented at such office or agency for exchange or registration of transfer, the Obligors shall execute and, in exchange therefor and upon cancellation thereof, shall deliver a new Note or Notes registered in such name or names and in such denominations as may be requested and in the same aggregate principal amount and dated as of the interest payment date to which interest has been paid on, or, if no interest has yet been so paid, then dated the date of, the Note or Notes so surrendered.

No transfer of any Note shall be registered unless evidenced by a written instrument of transfer duly executed by the registered owner in person or by his duly authorized attorney, and received by Holdings not less than three (3) Business Days prior to the requested transfer date or such shorter period as Holdings shall agree upon.

4. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflicts of law provisions other than sections 5-1401 and 5-1402 of the General Obligations Law).

5. WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS AND THE HOLDER HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF, OR RELATING TO, THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

IN WITNESS WHEREOF, each of the Obligors has caused this Note to be duly executed in its company name.

THROWDOWN INDUSTRIES HOLDINGS, LLC
By:
Name:	David E. Vautrin
Title:	CEO
THROWDOWN INDUSTRIES, LLC
By:
Name:	David E. Vautrin
Title:	CEO
THROWDOWN INDUSTRIES, INC.
By:
Name:	David E. Vautrin
Title:	CEO
XFIT BRANDS, INC.
By:
Name:	David E. Vautrin
Title:	CEO

Dated:

EX-10.1

Asset Purchase Agreement

This Asset Purchase Agreement (“Agreement”) is made this 26^th day of February 2015 (“Effective Date”) by and between XFit Brands, Inc., a Nevada corporation and its subsidiaries and or assigns (collectively the “Company”), and Dennis Dumas of 3754 Reflections Drive, Pleasanton, CA 94566 (“Dumas”). The Company and Dumas are individually referred to as a “Party” and collectively as the “Parties”.

W I T N E S S E T H

WHEREAS, the Company has previously hired Dumas as the Global Director of Sales and Education pursuant to the terms and conditions in the Letter Agreement signed by the Parties on February 6, 2015 (the “Letter Agreement”); and

WHEREAS, Dumas is the creator and exclusive owner of all rights, title, and interest in the “Transformations” exercise and fitness program and all program materials, manuals, and intellectual property including but not limited to the trademarks and logos listed in Exhibit A, attached hereto and made a part hereof (the Transformations exercise and fitness program and all program materials, manuals, and intellectual property including but not limited to the trademarks and logos listed in Exhibit A is collectively referred to as the “Transformations Program”); henceforth, the Transformations Program will be referred to as “Transformations, a Throwdown Product”, or any other format deemed by the Company, in ALL literature, both digital and print; and

WHEREAS, Dumas desires to sell and the Company desires to purchase all ownership, rights, title, and interest in the Transformations Program; and

WHEREAS, Dumas has the required knowledge and expertise to create, develop, market, promote, and sell the Transformations Program; and

WHEREAS, Dumas shall act an independent contractor for the services provided in this Agreement to market, sell, and promote the Transformations Program exclusively for the Company.

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties, intending to be legally bound, hereby agree as follows:

PURCHASE & SALE

1.1 Transfer and Sale of the Transformations Program by Dumas. Subject to the terms and conditions set forth in this Agreement, Dumas hereby sells, conveys, transfers, and delivers all of the rights, title, and interest to the Transformations Program to the Company free and clear of any and all liens, encumbrances, and or liabilities.

1.2 Payment of Purchase Price to Dumas.

(a) Cash Payment. Upon the signing of this Agreement AND the delivery of the Transformations Program Manuals including all and any handwritten or digitally based notes, drawings, or created materials for Individual Participants, Companies, and Trainers, the Company shall pay Dumas a lump sum payment of $7,500.00.

Page 1 of 8

(b) Initial Stock. Once the Company shares are able to be deposited through Depository Trust Company, but in no case earlier than April 1, 2015, the Company shall issue (11,000) Company shares each issued at approximately $5.00 per share to Dumas. (~$55,000)

(c) Performance Based Earn-out. For the period of eighteen (18) months from the date of this Agreement, the Company shall pay Dumas an “Earn Out” in the form of Company shares of common stock. The value of the Earn Out shall accrue based on fifty percent (50%) of all programming / services net proceeds derived from the Transformations Program up to a maximum Earn Out of $187,500.00. The Earn Out will be based on the thirty (30) trailing day average and considered earned and issued the first business day of the month following the achievement of each level as listed below. At each level, no amount of shares will be issued unless the full amount of each target revenue is reached.

Earn Out of $187,500.00:

i. $62,500.00 of XFIT shares of common stock only after the Company receives all of its first $125,000.00 in Transformations Program programming and services revenue and the Transformations Program is accredited to offer CE certifications by NAFC.

ii. $62,500.00 of XFIT shares of common stock only after the Company receives all its second $125,000.00 in Transformations Program programming and services revenue or cumulative revenue of $250,000.00.

iii. $62,500.00 of XFIT shares of common stock only after the Company receives all its third $125,000 in Transformations Program programming and services revenue or cumulative revenue of $375,000.00.

ARTICLE II

ADDITIONAL DUTIES AND RESPONSIBILITIES

2.1 Additional Duties and Responsibilities. As further consideration for all payments made as detailed in Article I above, for a period of eighteen (18) months from the date of this Agreement, Dumas agrees to market, promote, and sell the Transformations Program to various fitness facilities worldwide. Dumas’ responsibilities shall include but not be limited to the following:

(a) Dumas shall deliver the Transformations Program materials and manuals to the Company (collectively the “Manuals”), which shall include but not be limited to;

i. Detailed exercise and training methods, nutritional information, and overall health and body wellness materials for participants;

ii. Detailed exercise and training methods, nutritional information, and overall health and body wellness materials and pricing for fitness facility owners and fitness trainers and instructors;

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(b) Providing detailed pricing and other financial information necessary for fitness facility owners and fitness trainers to generate revenue from the Transformations Program;

(c) Preparing, annual, objectives, plans, performance standards and policies for the Transformations Program;

(d) Generating revenue and profit through the sales of the Transformations Program;

(e) Generating revenue and profit by providing fitness trainer and instructor certifications, classes, and educational workshops for fitness facilities and fitness trainers and instructors;

(f) Updating and modifying Manuals as necessary;

(g) Ensuring the Transformations Program is accredited to offer CE certifications by NAFC;

(h) Offer and Certify Under The Throwdown name, the executed accredited certificates via NAFC.

(i) With the exception of the single Melo Park Facility d/b/a Civitas, which Dumas is a co-owner, Dumas will solely and exclusively provide training and education to the Company during the term of his employment pursuant to the Letter Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF DUMAS

Dumas represents and warrants to the Company as of the date hereof as follows:

3.1 Ownership of the Transformations Program. Dumas is the sole owner of the Transformations Program to be sold, conveyed, transferred and delivered to the Company pursuant to this Agreement. The Transformations Program shall be transferred free and clear of any liens, encumbrances, contracts, or other rights to subscribe for or purchase, or contract or other obligations to issue or grant any rights to acquire, any part of the Transformations Program.

3.2 Capacity and Authority. Dumas is not bound by any agreement that which would prohibit the transactions contemplated by this Agreement. Dumas has the requisite power, legal capacity and authority to execute and deliver this Agreement, and subject to the terms and conditions hereof, to consummate the transactions contemplated by this Agreement, including the power and legal capacity and authority to sell, convey, transfer and deliver the Transformations Program to be sold by Dumas to the Company.

3.3 Enforceability; No Conflicts. This Agreement has been duly and validly executed and delivered by Dumas and constitutes the legally valid and binding obligation of Dumas, enforceable against Dumas in accordance with its terms. The execution, delivery and performance of this Agreement by Dumas will not violate, or constitute a breach or default under agreement, contract, or license.

3.4 Legal Proceedings. There is currently no order or action pending or threatened against the Transformations Program.

Page 3 of 8

3.5 Material Information. Dumas is unaware of any information whatsoever that has not been or will not be disclosed to the Company that may materially affect the value of the Transformations Program to be purchased by the Company in accordance with the terms and conditions of this Agreement.

3.6 Third Party License. Except for the Intellectual Property License Agreement dated November 1, 2014 by and between Dumas and 2 G Fitness, LLC, there is no other license, contract, or agreement that grants to any other third party any rights of ownership or use whatsoever to the Transformations Program.

3.7 Attorney Review. Dumas warrants and represents that in executing this Agreement, Dumas has had the opportunity to rely on legal advice from an attorney of his choice, so that the terms of this Agreement and their consequences could have been fully read and explained to Dumas by an attorney and that Dumas fully understands the terms and conditions of this Agreement.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Dumas as of the date hereof as follows:

4.1 Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Nevada. The Company has the requisite power, legal capacity and authority to execute and deliver this Agreement, and subject to the terms and conditions hereof, to consummate the transactions contemplated by this Agreement.

4.2 Financial Ability. The Company has the ability to pay the Purchase Price in accordance with the terms and conditions of this Agreement.

ARTICLE V
COVENANTS WITH RESPECT TO CONDUCT OF THE COMPANY AND DUMAS

5.1 Consents. Dumas shall give required notices, if any, to third parties, and use commercially reasonable efforts to obtain any third-party consents necessary to complete the transactions contemplated by this Agreement.

5.2 Notification of Certain Matters. Dumas shall give prompt notice to the Company, and the Company shall give prompt notice to Dumas, of (a) their awareness of the occurrence, or failure to occur, of any event that would cause any of their respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement, and (b) any failure of Dumas or the Company, as the case may be, to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by them under this Agreement at the time required.

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ARTICLE VI

GENERAL

6.1 Amendments. Waivers This Agreement may be amended only by an agreement in writing signed by the Parties. No waiver of any provision, or consent to any exception to any provision, of this Agreement shall be effective unless and until in writing and signed by the Party to be bound and then only for the specific purpose, extent and instance so provided.

6.2 Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith. The Whereas Clauses preceding the Agreement are true and correct and incorporated into this Agreement.

6.3 No Brokers or Finders. None of the Parties have incurred any liability to pay any fees or commissions to any broker, finder, or agent with respect to this Agreement.

6.4 Accuracy of Information. To the knowledge of Dumas, no representation or warranty of Dumas contained in this Agreement or any other material furnished to the Company by or on behalf of Dumas under this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

6.5 Confidentiality. Dumas agrees to keep confidential any and all “Confidential Information” regarding or relating to the Company. “Confidential Information” is defined as any and all information of any kind, whether in written, electronic, oral, or any other format now in existence or developed after the date of this Agreement, and whether or not labeled as “Confidential”, including without limitation, information relating to the Company business, financial condition, licenses, marketing strategies, suppliers, customers, client or customer lists, operations, pricing, contracts, contract terms and conditions and all information of any kind relating to Company, its respective shareholders and /or related or associated companies which have been disclosed, submitted or howsoever made available by or on behalf of Company to Dumas whether before or after of this Agreement.

6.6 Governing Law. This Agreement, the legal relations among the Parties, and any Action, whether contractual or non-contractual, instituted by any Party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement shall be governed by and construed in accordance with the laws of the State of California, with venue lying exclusively in Orange County, California.

6.7 No Assignment. Dumas may not assign any rights or obligations under this Agreement without the express written consent of the Company.

6.8 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

6.9 Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one Agreement. This Agreement may be executed by facsimile transmission or PDF e-mail. Such facsimile or PDF e-mail signature shall be treated in all respects as having the same effect as an original signature.

6.10 Notices. Any notice or other communication hereunder must be given in writing and (a) delivered in person; or (b) transmitted by fax or email provided that any notice so given is also mailed; or (c) mailed by certified or registered mail, postage prepaid, receipt requested; or (d) sent by a nationally recognized overnight private courier (for overnight delivery), as follows:

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If to Company:	David Vautrin, CEO
	18 Goodyear, Suite 125
	Irvine, CA 92618
	Phone: 949
	Fax: 813 387 3050
	dave.vautrin@xfitbrands.com
If to Dumas:	Dennis Dumas
	3754 Reflections Drive
	Pleasanton, CA 94566
	Phone: ____________________
	Fax: ______________________
	Email: ____________________

or to such other address or to such other Person as any Party shall have last designated by notice to the other Party. Each such notice or other communication shall be effective only when actually received at such address.

6.11 Remedies; Waiver; and Specific Performance. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available under this Agreement. No failure on the part of any Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

6.12 Attorney’s Fees. In the event of the commencement of any Action by any Party arising under or out of, in connection with, or in respect of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and expenses incurred in such Action. Attorney’s fees incurred in enforcing any judgment in respect of this Agreement are recoverable as a separate item. The Parties intend that the preceding sentence be shall severable from the other provisions of this Agreement, survive any judgment, and to the maximum extent permitted by law, not be deemed merged into such judgment.

6.13 Severability. If any provision of this Agreement is determined by any Governmental Entity to be invalid, illegal or unenforceable, the remaining provisions of this Agreement to the extent permitted by Law shall remain in full force and effect.

[Signatures follow]

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IN WITNESS WHEREOF, the Parties have mutually agreed to the terms and conditions of this Agreement to be executed by themselves and their respective officers who are authorized to do so on this______ day of February, 2015.

DENNIS DUMAS
By: Dennis Dumas
COMPANY: XFIT BRANDS, INC.
By:
Name:	David E. Vautrin
Title:	CEO

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EXHIBIT A

Transformations Program Logos

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EX-31.2

Exhibit 31.2

Chief Financial Officer Certification (Section 302)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert J. Miranda, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of XFit Brands, Inc., (Registrant).

(2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

(3) Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

(4) The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information ; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: May 14, 2015

By:	/s/ Robert J. Miranda
	Robert J. Miranda
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of XFit Brands, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, David E. Vautrin, Chief Executive Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2015

By:	/s/ David E. Vautrin
	David E. Vautrin,
	President, Principal Executive Officer & CEO

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of XFit Brands, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Robert J. Miranda, Chief Financial Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2015

By:	/s/ Robert J. Miranda
	Robert J. Miranda,
	Principal Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Stockholders' Deficit (Details Narrative) (TD Legacy [Member], USD $)	9 Months Ended
	Mar. 31, 2015
TD Legacy [Member]
Class of Stock [Line Items]
Shares issued during the period for settlement of capital commitment fee, shares	1,813
Stock issued by related party value per share	$ 3.75
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

XML

Note Payable

9 Months Ended

Mar. 31, 2015

Notes Payable [Abstract]

Note Payable

NOTE 4 – NOTE PAYABLE

The note payable is comprised of the following:

	March 31, 2015			June 30, 2014
	(Unaudited)
Note payable to the PIMCO Funds (“PIMCO”)	$	2,000,000		$	1,500,000
Less: unamortized loan discount		(303,507	)		(376,694	)
Total note payable, net of unamortized loan discount	$	1,696,493		$	1,123,306

On February 6, 2015, the Company drew an additional $500,000 of funds under a Delayed Draw Note facility with PIMCO. Following the February 6, 2015 draw, the principal balance payable due PIMCO was $2,000,000. The Company has an additional $500,000 available to draw on this loan facility.

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 Throwdown Industries Holdings, LLC and its consolidated subsidiaries, as defined according to GAAP, shall be no less than a deficit of $800,000. The waiver dated February 3, 2015, defers the application of Section 6(a) for the first three quarterly periods of the fiscal year ending June 30, 2015.

In connection with the additional draw down of the PIMCO delayed draw note fcility, the Company incurred $25,969 in legal fees that have been reported as debt issuance costs. These fees are being amortized on a straight line basis over the remaining term of the PIMCO note payable.

During the nine months ended March 31, 2015, the company amortized $106,700 of the debt issuance costs and loan discount which is recorded as a component of interest expense on the condensed consolidated statements of operations.

XML

Intangible Assets, Net

9 Months Ended

Mar. 31, 2015

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets, Net

NOTE 3 – INTANGIBLE ASSETS, NET

Intangible assets consisted of the following at:

	March 31, 2015			June 30, 2014
	(Unaudited)
Trademark	$	3,596		$	--
Transformations exercise fitness program		62,500			--
Total, cost		66,096			--
Less: Accumulated amortization		(4,011	)		--
Total Intangible assets, net	$	62,085		$	--

On February 26, 2015, the Company acquired the exclusive rights, title, and interest in the “Transformations” exercise and fitness program. The purchase included all program materials, manuals, trademarks, logos, and related intellectual properties. The purchase price was comprised of a $7,500 cash payment and 11,000 shares of the Company’s common stock valued at $55,000, for a total purchase price of $62,500. Pursuant to the terms of the agreement, the shares of common stock will be issued at such time as the Company is Depository Trust Company (“DTC”) eligible. The purchase agreement includes a performance based earn-out program based on revenues earned from the fitness program. The earn-out bonuses are payable in the form of additional common stock. As of March 31, 2015, the 11,000 common shares have not been issued and there has been no revenue generated by the earn-out program

The intangible assets are being amortized over the estimated useful life. Amortization expense for the nine months ended March 31, 2015 was $3,742.

XML

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2015	Jun. 30, 2014
Current Assets
Cash	$ 220,362	$ 360,323
Accounts receivable	96,553	20,900
Royalties receivable	62,500	55,633
Related party receivable		100,000
Inventory	210,460	200,471
Prepaid expenses	16,625
Total Current Assets	606,500	737,327
Long Term Assets
Property and equipment, net	44,687	830
Other assets
Deposits	4,513	4,513
Debt issuance costs, net	115,543	123,087
Intangible assets, net	62,085
TOTAL ASSETS	833,328	865,757
Current Liabilities
Accounts payable	355,547	131,144
Related party payable	93,306	135,932
Accrued expenses and interest	143,918	31,155
Customer deposits	122,782	41,249
Total Current Liabilities	715,553	339,480
Note payable, net of unamortized loan discount	1,696,493	1,123,306
Total Liabilities	2,412,046	1,462,786
Commitments and Contingencies (Note 7)
Stockholders' Deficit
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2015 and June 30, 2014
Common stock; $0.0001 par value; 250,000,000 shares authorized, 4,011,000 and 4,000,000 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively	401	400
Additional paid in capital	4,006,580	3,819,267
Accumulated deficit	(5,585,699)	(4,416,696)
Total Stockholders' Deficit	(1,578,718)	(597,029)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 833,328	$ 865,757

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Nature of the Business and Significant Accounting Policies

9 Months Ended

Mar. 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.’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 March 31, 2014 financial statements are those of our predecessor company and wholly-owned subsidiaries. The results of operations for the three and nine months ended March 31, 2015 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 condensed 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 March 31, 2015, 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.

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Note Payable (Details Narrative) (USD $)	9 Months Ended
	Mar. 31, 2015	Feb. 03, 2015	Jun. 30, 2014	Feb. 06, 2015
Debt Instrument [Line Items]
Note payable to the PIMCO Funds ("PIMCO")	$ 2,000,000		$ 1,500,000
Deficit amount payable		800,000
Legal fees	25,969
Debt issuance costs and loan discount	106,700
PIMCO Note Payable [Member]
Debt Instrument [Line Items]
Company drew an additional funds				500,000
PIMCO Note Payable [Member] | Delayed Draw Note Facility [Member]
Debt Instrument [Line Items]
Company drew an additional funds				500,000
Note payable to the PIMCO Funds ("PIMCO")				$ 2,000,000

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Related Party Transactions (Details Narrative) (USD $)	9 Months Ended		1 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2014
Related Party Transaction [Line Items]
Due from related parties, current			$ 100,000
Related party note payable	(42,626)
Due to related parties, current	93,306		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]
Related party note payable			$ 500,000
Percentage ownership			25.00%

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Property and Equipment, Net

9 Months Ended

Mar. 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:

	March 31, 2015			June 30, 2014
	(Unaudited)
Office furniture and equipment	$	46,233		$	12,298
Warehouse equipment		13,254			--
Molds and dies		4,200			--
Total, cost		63,687			12,298
Less: Accumulated depreciation		(19,000	)		(11,468	)
Total Property and equipment, net	$	44,687		$	830

Depreciation expense for the nine months ended March 31, 2015 and 2014 was $7,532 and $360, respectively. Depreciation expense for the year ended June 30, 2014 was $1,380.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 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 or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	4,011,000	4,000,000
Common Stock, Shares, Outstanding	4,011,000	4,000,000

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Nature of the Business and Significant Accounting Policies (Details Narrative)	9 Months Ended	0 Months Ended
	Mar. 31, 2015	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		4,000,000

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Document And Entity Information	9 Months Ended
	Mar. 31, 2015	May 14, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	XFIT BRANDS, INC.
Entity Central Index Key	0001623554
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,013,500
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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Property and Equipment, Net (Details Narrative) (USD $)	9 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2014
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 7,532	$ 360	$ 1,380

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Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014
Revenues:
Product sales	$ 526,826	$ 368,384	$ 1,300,148	$ 1,202,449
Royalties	62,500	37,886	192,940	49,123
Net revenues	589,326	406,270	1,493,088	1,251,572
Cost of revenues	376,828	212,235	982,587	696,153
Gross profit	212,498	194,035	510,501	555,419
Operating expenses
General and administrative	310,142	132,917	1,187,497	324,641
Sales and marketing	126,124	57,203	227,845	154,530
Total operating expenses	436,266	190,120	1,415,342	479,171
(Loss) income from operations	(223,768)	3,915	(904,841)	76,248
Interest expense	(107,007)	(9,113)	(278,918)	(30,622)
Income from licensing fees				114,190
Loss on value of marketable securities				(114,190)
Loss on write-off of leasehold improvements		(4,646)		(4,646)
Other income			14,758	147
Net (loss) income	$ (330,775)	$ (9,844)	$ (1,169,001)	$ 41,127
(Loss) income per common share - basic and diluted	$ (0.08)	$ 0.00	$ (0.29)	$ 0.01
Weighted average shares outstanding - basic and diluted	4,000,000	4,000,000	4,000,000	4,000,000

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Commitments and Contingencies

9 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 7 – 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 nine months ended March 31, 2015 and 2014, was $44,565 and $42,494, 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 March 31, 2015, 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 the Company’s common stock, subject to certain conditions.

Asset Purchase Agreement

On February 26, 2015, the Company entered into an Asset Purchase Agreement with Dennis Dumas to acquire the exclusive rights, title, and interest in the Transformations exercise and fitness program. The purchase price was $62,500 comprised of a $7,500 cash payment and 11,000 shares of the Company’s common stock that was valued at $55,000. Pursuant to the terms of the agreement, the shares of common stock will be issued at such time as the Company is DTC eligible. The agreement also has a performance based earn out for a period of 18 months that is based on 50% of all programming services gross revenues derived from the Transformations program, up to a maximum earn out of $187,500.

The earnout will be paid in common stock of the Company. As of March 31, 2015, no amounts have been earned related to the earnout payable.

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Stockholders' Deficit

9 Months Ended

Mar. 31, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Deficit

NOTE 6 – STOCKHOLDERS’ DEFICIT

During the nine months ended March 31, 2015, 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 these shares was $3.75 per share based on the $15.0 million valuation established upon closing of the PIMCO Note Payable.

During the nine months ended March 31, 2015, TD Legacy, a related party, issued 173 limited liability company units to the chief financial officer in consideration of his agreement to cancel indebtedness of $25,000 to him for consulting services previously rendered to the Company.

During the nine months ended March 31, 2015, TD Legacy, a related party, issued 69 limited liability company units to the Company’s 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.

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Note Payable - Schedule of Note Payable (Details) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Notes Payable [Abstract]
Note payable to the PIMCO Funds ("PIMCO")	$ 2,000,000	$ 1,500,000
Less: unamortized loan discount	(303,507)	(376,694)
Total note payable, net of unamortized loan discount	$ 1,696,493	$ 1,123,306

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Property and Equipment, Net - Summary of Property, Plant and Equipment (Details) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 63,687	$ 12,298
Less: Accumulated depreciation	(19,000)	(11,468)
Total Property and equipment, net	44,687	830
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	46,233	12,298
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13,254
Molds and Dies [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 4,200

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Intangible Assets, Net (Tables)

9 Months Ended

Mar. 31, 2015

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Summary of Intangible Assets

Intangible assets consisted of the following at:

	March 31, 2015			June 30, 2014
	(Unaudited)
Trademark	$	3,596		$	--
Transformations exercise fitness program		62,500			--
Total, cost		66,096			--
Less: Accumulated amortization		(4,011	)		--
Total Intangible assets, net	$	62,085		$	--

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Nature of the Business and Significant Accounting Policies (Policies)

9 Months Ended

Mar. 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 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 March 31, 2014 financial statements are those of our predecessor company and wholly-owned subsidiaries. The results of operations for the three and nine months ended March 31, 2015 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

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

Subsequent Events

In accordance with ASC 855, the Company evaluated subsequent events through the date of this report, which was the date the condensed consolidated financial statements were available for issue.

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 March 31, 2015, 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.

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Property and Equipment, Net (Tables)

9 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

Property and equipment consisted of the following at:

	March 31, 2015			June 30, 2014
	(Unaudited)
Office furniture and equipment	$	46,233		$	12,298
Warehouse equipment		13,254			--
Molds and dies		4,200			--
Total, cost		63,687			12,298
Less: Accumulated depreciation		(19,000	)		(11,468	)
Total Property and equipment, net	$	44,687		$	830

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Note Payable (Tables)

9 Months Ended

Mar. 31, 2015

Notes Payable [Abstract]

Schedule of Note Payable

The note payable is comprised of the following:

	March 31, 2015			June 30, 2014
	(Unaudited)
Note payable to the PIMCO Funds (“PIMCO”)	$	2,000,000		$	1,500,000
Less: unamortized loan discount		(303,507	)		(376,694	)
Total note payable, net of unamortized loan discount	$	1,696,493		$	1,123,306

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Intangible Assets, Net - Summary of Intangible Assets (Details) (USD $)	Mar. 31, 2015	Jun. 30, 2014
Total, cost	$ 66,096
Less: Accumulated amortization	(4,011)
Total Intangible assets, net	62,085
Trademark [Member]
Total, cost	3,596
Transformations Exercise Fitness Program [Member]
Total, cost	$ 62,500

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Commitments and Contingencies (Details Narrative) (USD $)	0 Months Ended	9 Months Ended
	Feb. 26, 2015	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2014
Other Commitments [Line Items]
Operating lease period		2 years
Lease expiration date		Nov. 30, 2015
Operating leases rent expense		$ 4,865
Leases rent expense		44,565	42,494
Total purchase price	62,500
Cash payment of purchase price	7,500	(11,096)
Common stock number of shares	11,000	250,000,000		250,000,000
Common stock value	55,000	401		400
Performance based earn out period	18 months
Performance percentage	50.00%
Maximum earn out amount	187,500
Kodiak Capital LLC [Member]
Other Commitments [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		Dec. 31, 2016
Stock Incentive Plan 2014 [Member]
Other Commitments [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares available for grant		600,000

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Condensed Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities
Net (loss) income	$ (1,169,001)	$ 41,127
Adjustments to reconcile net (loss) income to net cash used in operating activities
Depreciation and amortization	11,544	204
Loss on write-off of leasehold improvements		4,646
Amortization of debt issuance costs and loan discount	106,700
Value of shares issued for services	232,314
Changes in operating assets and liabilities:
Accounts receivable	(75,653)	71,168
Royalties receivable	(6,867)	(37,500)
Inventory	(9,989)	(128,212)
Prepaid expenses	(16,625)
Deposits		602
Accounts payable	224,403	66,420
Accrued expenses and interest	112,763	(6,986)
Payroll taxes payable		(36,593)
Customer deposits	81,530	(100,698)
Net cash used in operating activities	(508,881)	(125,822)
Cash flows from investing activities
Acquisition of intangible assets	(11,096)
Purchase of property and equipment	(51,389)	(505)
Net cash used in investing activities	(62,485)	(505)
Cash flows from financing activities
Proceeds from note payable - related party		100,000
Payment of related party payable	(42,626)
Debt issuance costs	(25,969)
Proceeds from note payable to PIMCO	500,000
Net cash provided by financing activities	431,405	100,000
Net increase (decrease) in cash	(139,961)	(26,327)
Cash at beginning of period	360,323	41,736
Cash at end of period	220,362	15,409
Supplemental cash flow information:
Cash paid for interest	199,689	38,122
Non-cash investing and financing activities:
Distribution to a related party limited liability company member	100,000
Value of common shares issued for acquisition of intangible asset	$ 55,000

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Related Party Transactions

9 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 5 – 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 nine months ended March 31, 2015, Holdings issued a $100,000 distribution to its sole member, TD Legacy, which eliminated the related party receivable.

Related Party Payable

As of March 31, 2015 and June 30, 2014, the Company has $93,306 and $135,932, respectively, 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 nine months ended March 31, 2015, 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 statements.

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Intangible Assets, Net (Details Narrative) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended
	Feb. 26, 2015	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015	Mar. 31, 2014	Jun. 30, 2014
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Cash payment of purchase price	$ 7,500			$ (11,096)
Common stock number of shares	11,000	250,000,000		250,000,000		250,000,000
Common stock value	55,000	401		401		400
Total purchase price	62,500
Common shares not issued during the period		11,000		11,000
Revenues		589,326	406,270	1,493,088	1,251,572
Amortization expense				$ 3,742