Amended Current Report Filing (8-k/a)
December 29 2016 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
October 17, 2016
XFIT
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55372
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47-1858485
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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25731
Commercentre Drive, Lake Forest, CA
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92630
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(949) 916-9680
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 19, 2016, XFit Brands, Inc. (the “Company”), filed an initial Current Report on Form 8-K with the Securities
and Exchange Commission (the “Original Filing”) reporting the acquisition (the “Acquisition”) of the assets
of Environmental Turf Services, LLC(“EnviroTurf”) pursuant to a definitive Asset Purchase Agreement dated October
10, 2016 (the “Purchase Agreement”) between the Company and EnviroTurf.
This
Current Report on Form 8-K/A is being filed to amend the Original Filing to include the financial statements and pro forma financial
information required by Item 9.01 of Form 8-K.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial
Statements of Businesses Acquired
The
following financial statements are filed with this Form 8-K and are incorporated herein by reference:
Exhibit 99.1
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●
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Audited balance sheet of EnviroTurf as of December 31, 2015 and 2014 and the related statements of operations andmembers’ deficit and cash flows for the years then ended;
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Exhibit 99.2
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Unaudited balance sheet of EnviroTurf as of June 30, 2016 and September 30, 2016 and the related statements of operations and members’ deficit and cash flows for the six and three month periods then ended.
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Pro
Forma Financial Information
The
following unaudited pro forma condensed consolidated financial statements are filed with this Form 8-K as exhibit 99.3 and are
incorporated herein by reference:
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●
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Pro
forma condensed consolidated balance sheet of the Company and EnviroTurf as of June 30, 2016 and September 30, 2016 as if
the Acquisition occurred July 1, 2015;
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●
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Pro
forma condensed consolidated statements of operations of the Company and EnviroTurf for the year ended June 30, 2016 and the
three months ended September 30, 2016 as if the Acquisition occurred July 1, 2015; and
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●
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Notes
to condensed pro forma consolidated statements of operations and balance sheet.
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Additional
Exhibit
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Exhibit 23.1
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Consent of Accell
Audit & Compliance, P.A. to the incorporation of their report on the financial statements of Environmental Turf Services,
LLC in the Company’s Registration Statement on Form S-8, Commission File No. 333-214891
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The
unaudited pro forma consolidated financial information is presented for informational purposes only. The pro forma data is not
necessarily indicative of what the Company’s financial position or results of operations actually would have been had the
Company completed the Acquisition as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial
information does not purport to project the future financial position or operating results of the consolidated company.
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
by the undersigned hereunto duly authorized.
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XFIT
BRANDS, INC.
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(Registrant)
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Date:
December 28, 2016
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By:
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/s/
David E. Vautrin
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David
E. Vautrin
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Chief
Executive Officer
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