Statement of Ownership (sc 13g)

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

XFIT BRANDS, INC.

(Name of Issuer)

 

Common Stock $0.001 par value per share

 

(Title of Class of Securities)

 

98420R106

(CUSIP Number)

 

25731 Commerce Centre Drive

Lake Forest, CA 92630

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 17, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[  ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[  ] Rule 13d-1(d)

 

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

  

CUSIP No. 98420R106

13G

Page 2 of 5 Pages

 

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Kodiak Capital Group, LLC/ 90-0518606
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(see instructions)
	(a) [  ]
	(b) [  ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA/Delaware

	5.	SOLE VOTING POWER
NUMBER OF		2,100,000
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		00,000
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH		2,100,000
	8.	SHARED DISPOSITIVE POWER
		00,000

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,100,000
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	(see instructions) [  ]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.7%
12.	TYPE OF REPORTING PERSON (see instructions)
	Investment Fund

 

 

CUSIP No. 98420R106

13G

Page 3 of 5 Pages

 

Item 1.

 

	(a)	Name of Issuer XFIT BRANDS, INC
	(b)	Address of Issuer’s Principal Executive Offices 25731 Commerce Centre Drive Lake Forest, CA 92630

 

Item 2.

 

	(a)	Name of Person Filing Kodiak Capital Group, LLC
	(b)	Address of the Principal Office or, if none, residence 260 Newport Center Drive, Newport Beach, CA 92660
	(c)	Citizenship USA
	(d)	Title of Class of Securities common stock $0.0001 par value per share
	(e)	CUSIP Number – 98420R106

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	[  ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[  ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[  ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[  ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	[  ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[  ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[  ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[  ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[  ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[  ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

CUSIP No. 98420R106

13G

Page 4 of 5 Pages

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

	(a)	Amount beneficially owned: 2,100,000
	(b)	Percent of class: 9.7%
	(c)	Number of shares as to which the person has:

 

	(i)	Sole power to vote or to direct the vote 2,100,000.
	(ii)	Shared power to vote or to direct the vote 00000000000000.
	(iii)	Sole power to dispose or to direct the disposition of 2,100,000.
	(iv)	Shared power to dispose or to direct the disposition of 0000000000.

 

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

 

Instruction . Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

N/A

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

N/A

 

Item 8. Identification and Classification of Members of the Group.

 

N/A

 

Item 9. Notice of Dissolution of Group.

 

N/A

 

Item 10. Certification.

 

	(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
	(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 98420R106

13G

Page 5 of 5 Pages

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	10/28/2016
	Date
	/s/ Ryan C. Hodson
	Signature
	Ryan C. Hodson, Managing Member
	Name/Title