Report of Independent Registered Public Accounting Firm
To the Board of Directors
StreamTrack, Inc.
Santa Barbara, California
We have audited the accompanying balance sheets of StreamTrack, Inc. as of August 31, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of StreamTrack, Inc. as of August 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 5 to the financial statements, management determined that an acquisition should have been recorded as a business acquisition rather than an asset acquisition, and that this error resulted in understatements of previously reported liabilities and expenses as of August 31, 2012. Accordingly, the August 31, 2012 financial statements have been restated to correct the error.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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/s/ Silberstein Ungar, PLLC
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Silberstein Ungar, PLLC
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Bingham Farms, Michigan
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December 12, 2012
,
except for the effects of the correction of the accounting error disclosed in Note 5, as to which the date is May 31, 2013
StreamTrack, Inc.
Consolidated Balance Sheets
|
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As of
August 31,
2012
|
|
|
As of
August 31,
2011
|
|
Assets
|
|
(Restated)
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash
|
|
$
|
227,435
|
|
|
$
|
-
|
|
Accounts receivable, net of allowances of $72,000 and $0 at August 31, 2012 and 2011, respectively
|
|
|
518,785
|
|
|
|
-
|
|
Prepaid expenses
|
|
|
10,981
|
|
|
|
585,852
|
|
Total current assets
|
|
|
757,201
|
|
|
|
585,852
|
|
Property and equipment, net
|
|
|
732, 740
|
|
|
|
-
|
|
Other assets
|
|
|
|
|
|
|
|
|
Note receivable
|
|
|
150,000
|
|
|
|
-
|
|
Customer list, net
|
|
|
150,166
|
|
|
|
-
|
|
Other assets
|
|
|
34,323
|
|
|
|
-
|
|
Assets of discontinued operations
|
|
|
-
|
|
|
|
-
|
|
Total other assets
|
|
|
334,489
|
|
|
|
-
|
|
Total assets
|
|
$
|
1,824,430
|
|
|
$
|
585,852
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
1,123,041
|
|
|
$
|
-
|
|
Factor line of credit
|
|
|
68,091
|
|
|
|
-
|
|
Derivative liability embedded within convertible note payable
|
|
|
86,115
|
|
|
|
-
|
|
Capital lease payable
|
|
|
118,443
|
|
|
|
-
|
|
Related party payable
|
|
|
136,978
|
|
|
|
-
|
|
Contingent royalty payable
|
|
|
35,822
|
|
|
|
|
|
Convertible notes payable, net of debt discount of $11,299 and $0 as of August 31, 2012 and 2011
|
|
|
164,201
|
|
|
|
28,500
|
|
Liabilities of discontinued operations
|
|
|
-
|
|
|
|
99,140
|
|
Total current liabilities
|
|
|
1,732,691
|
|
|
|
127,640
|
|
Long term liabilities
|
|
|
|
|
|
|
|
|
Deferred revenues
|
|
|
157,805
|
|
|
|
-
|
|
Contingent royalty payable, net of current portion
|
|
|
730,177
|
|
|
|
|
|
Convertible promissory notes, net of debt discount of $6,370 and $0 as of August 31, 2012 and 2011
|
|
|
43,630
|
|
|
|
-
|
|
Related party convertible promissory notes, net of debt discount of $59,983 and $0 as of August 31, 2012 and 2011
|
|
|
365,017
|
|
|
|
-
|
|
Total long term liabilities
|
|
|
1,296,629
|
|
|
|
-
|
|
Total liabilities
|
|
|
3,029,320
|
|
|
|
127,640
|
|
Commitments and contingencies (note 5)
|
|
|
|
|
|
|
|
|
Stockholders’ (deficit) equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 100 and 2,500,000 shares issued and outstanding as of August 31, 2012 and 2011
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1
|
|
|
|
2,500
|
|
Common stock, $0.001 par value: 1,000,000,000 shares authorized; 220,098,411 and 61,268,701 shares issued and outstanding as of August 31, 2012 and 2011
|
|
|
220,098
|
|
|
|
61,268
|
|
Additional paid-in capital
|
|
|
1,126,887
|
|
|
|
704,008
|
|
Deferred stock based compensation
|
|
|
(766,292
|
)
|
|
|
|
|
Treasury stock
|
|
|
-
|
|
|
|
400
|
|
Accumulated deficit
|
|
|
(1,785,584
|
)
|
|
|
(309,964
|
)
|
Total stockholders’ (deficit) equity
|
|
|
(1,204,890
|
)
|
|
|
458,212
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|
Total liabilities and stockholders’ (deficit) equity
|
|
$
|
1,824,430
|
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|
$
|
585,852
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The accompanying notes are an integral part of the consolidated financial statements.
StreamTrack, Inc.
Consolidated Statements of Operations
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For the Years Ended
August 31,
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2012
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2011
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(Restated)
|
|
|
|
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Revenue
|
|
|
|
|
|
|
Advertising
|
|
$
|
1,623,185
|
|
|
$
|
-
|
|
Services
|
|
|
119,133
|
|
|
|
-
|
|
Total revenue
|
|
|
1,742,318
|
|
|
|
-
|
|
Costs of revenues
|
|
|
|
|
|
|
|
|
Media network
|
|
|
615,435
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|
|
|
-
|
|
Depreciation
|
|
|
227,430
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|
|
|
-
|
|
Colocation hosting services
|
|
|
258,971
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|
|
|
-
|
|
Broadcaster fees
|
|
|
151,758
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|
|
|
-
|
|
Other costs of sales
|
|
|
348,144
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|
|
|
-
|
|
Total costs of revenues
|
|
|
1,601,738
|
|
|
|
-
|
|
Gross profit
|
|
|
140,580
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|
|
|
-
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Consulting fees (includes stock compensation of $94,516 and $0 in 2012 and 2011)
|
|
|
367,147
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|
|
|
-
|
|
Professional fees
|
|
|
166,287
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|
|
|
-
|
|
Product development (includes stock compensation of $23,555 and $0 in 2012 and 2011)
|
|
|
147,541
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|
|
|
|
|
Marketing and sales (includes stock compensation of $14,287 and $0 in 2012 and 2011)
|
|
|
145,334
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|
|
|
|
|
Rents
|
|
|
139,120
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|
|
|
-
|
|
Officer compensation (includes stock compensation of $10,000 and $0 in 2012 and 2011)
|
|
|
130,187
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|
|
|
-
|
|
Bad debts
|
|
|
117,408
|
|
|
|
-
|
|
Other expenses
|
|
|
261,917
|
|
|
|
-
|
|
Total operating expenses
|
|
|
1,474,941
|
|
|
|
-
|
|
Loss from continuing operations
|
|
|
(1,334,361
|
)
|
|
|
-
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Interest expense (including accretion of debt discount of $33,274 and $0 for 2012 and 2011)
|
|
|
(199,815
|
)
|
|
|
-
|
|
Change in fair value of derivative
|
|
|
(50,761
|
)
|
|
|
-
|
|
Total other expenses
|
|
|
(250,576
|
)
|
|
|
-
|
|
Loss from discontinued operations
|
|
|
-
|
|
|
|
(152,035
|
)
|
Loss before provision for income taxes
|
|
|
(1,584,937
|
)
|
|
|
(152,035
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
(53,585
|
)
|
Net loss
|
|
|
(1,584,937
|
)
|
|
|
(205,620
|
)
|
Deemed dividend
|
|
|
(200,647
|
)
|
|
|
-
|
|
Net loss attributable to common stockholders
|
|
$
|
(1,785,584
|
)
|
|
$
|
(205,620
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share attributable to common stockholders
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in computing per share amounts
|
|
|
131,557,855
|
|
|
|
51,567,308
|
|
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Stockholders’ (Deficit) Equity
(Restated)
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Treasury
|
|
|
Deferred
Stock Based
|
|
|
Retained Earnings
(Accumulated
|
|
|
Total Stockholders' Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stock
|
|
|
Compensation
|
|
|
Deficit)
|
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, August 31, 2009
|
|
|
2,500,000
|
|
|
$
|
2,500
|
|
|
|
47,990,000
|
|
|
$
|
47,990
|
|
|
$
|
644,352
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
4,889
|
|
|
$
|
699,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
2,683,400
|
|
|
|
2,683
|
|
|
|
29,151
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares returned to treasury
|
|
|
-
|
|
|
|
-
|
|
|
|
(400,000
|
)
|
|
|
(400
|
)
|
|
|
-
|
|
|
|
400
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(109,233
|
)
|
|
|
(109,233
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, August 31, 2010
|
|
|
2,500,000
|
|
|
|
2,500
|
|
|
|
50,273,400
|
|
|
|
50,273
|
|
|
|
673,503
|
|
|
|
400
|
|
|
|
-
|
|
|
|
(104,344
|
)
|
|
|
622,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of debt
|
|
|
-
|
|
|
|
-
|
|
|
|
10,995,301
|
|
|
|
10,995
|
|
|
|
30,505
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(205,620
|
)
|
|
|
(205,620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, August 31, 2011
|
|
|
2,500,000
|
|
|
|
2,500
|
|
|
|
61,268,701
|
|
|
|
61,268
|
|
|
|
704,008
|
|
|
|
400
|
|
|
|
-
|
|
|
|
(309,964
|
)
|
|
|
458,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of debt
|
|
|
-
|
|
|
|
-
|
|
|
|
96,579,710
|
|
|
|
96,580
|
|
|
|
37,560
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
134,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of preferred stock
|
|
|
(2,500,000
|
)
|
|
|
(2,500
|
)
|
|
|
25,000,000
|
|
|
|
25,000
|
|
|
|
(22,500
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of anti-dilution shares
|
|
|
-
|
|
|
|
-
|
|
|
|
34,200,000
|
|
|
|
34,200
|
|
|
|
(34,200
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
3,050,000
|
|
|
|
3,050
|
|
|
|
19,250
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
22,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of RL common stock for compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
908,650
|
|
|
|
-
|
|
|
|
(908,650
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of stock based compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
142,358
|
|
|
|
-
|
|
|
|
142,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares returned from treasury
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
400
|
|
|
|
(400
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock and stock warrant for asset purchase agreement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(117,627
|
)
|
|
|
(117,627
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution of assets by shareholder
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
83,020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(83,020
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share exchange
|
|
|
100
|
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
921,040
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,399,416
|
)
|
|
|
(478,375
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recapitalization
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,490,341
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,709,380
|
|
|
|
219,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,584,937
|
)
|
|
|
(1,584,937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, August 31, 2012
|
|
|
100
|
|
|
$
|
1
|
|
|
|
220,098,411
|
|
|
$
|
220,098
|
|
|
$
|
1,126,887
|
|
|
$
|
0
|
|
|
$
|
(766,292
|
)
|
|
$
|
(1,785,584
|
)
|
|
$
|
(1,204,890
|
)
|
The accompanying notes are an integral part of the financial statements.
StreamTrack, Inc.
Consolidated Statements of Cash Flows
|
|
2012
|
|
|
2011
|
|
|
(Restated)
|
|
|
|
|
Cash flows from operating activities of continuing operations
|
|
|
|
|
|
Net loss
|
|
$
|
(1,584,937
|
)
|
|
$
|
-
|
|
Discontinued operations
|
|
|
-
|
|
|
|
(205,620
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
142,358
|
|
|
|
-
|
|
Bad debt expense
|
|
|
117,408
|
|
|
|
-
|
|
Depreciation and amortization
|
|
|
248,359
|
|
|
|
-
|
|
Remeasurement of derivative liability
|
|
|
50,761
|
|
|
|
-
|
|
Accretion
|
|
|
139,811
|
|
|
|
-
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(135,717
|
)
|
|
|
-
|
|
Prepaid expenses
|
|
|
116,223
|
|
|
|
-
|
|
Note receivable
|
|
|
(150,000
|
)
|
|
|
|
|
Other assets
|
|
|
(19,110
|
)
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
657,069
|
|
|
|
-
|
|
Deferred revenue
|
|
|
157,805
|
|
|
|
-
|
|
Net cash used in operating activities of continuing operations
|
|
|
(259,970
|
)
|
|
|
-
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(8,450
|
)
|
|
|
-
|
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|
|
Proceeds from issuance of convertible promissory notes
|
|
|
582,900
|
|
|
|
-
|
|
Payments on capital lease
|
|
|
(28,606
|
)
|
|
|
|
|
Net advances from related parties
|
|
|
46,042
|
|
|
|
|
|
Net advances from Factor
|
|
|
68,091
|
|
|
|
-
|
|
Net cash provided by financing activities of continuing operations
|
|
|
668,427
|
|
|
|
-
|
|
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
Cash flows from operations activities of discontinued operations
|
|
|
(246,272
|
)
|
|
|
311,064
|
|
Cash flows from investing activities of discontinued operations
|
|
|
(68,325
|
)
|
|
|
(136,941
|
)
|
Cash flows from financing activities of discontinued operations
|
|
|
142,025
|
|
|
|
31,497
|
|
Net cash used in discontinued operations
|
|
|
(172,572
|
)
|
|
|
205,620
|
|
Net increase in cash and cash equivalents
|
|
|
227,435
|
|
|
|
-
|
|
Cash and cash equivalents at beginning of year
|
|
|
-
|
|
|
|
-
|
|
Cash and cash equivalents at end of year
|
|
$
|
227,435
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of noncash financing activities
|
|
|
|
|
|
|
|
|
Deemed dividends
|
|
$
|
200,647
|
|
|
$
|
-
|
|
Issuance of common stock for conversion of debts and accrued interest
|
|
$
|
134,140
|
|
|
$
|
41,500
|
|
Issuance of common stock for acquisition of customer list
|
|
$
|
159,000
|
|
|
$
|
-
|
|
Contribution of assets by Chief Executive Officer
|
|
$
|
128,120
|
|
|
$
|
-
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
Cash paid during the period for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid during the period for interest
|
|
$
|
5,670
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of the consolidated financial statements.
StreamTrack, Inc.
Notes to Consolidated Financial Statements
(Restated)
1.
|
Description of Business and Basis of Presentation
|
StreamTrack, Inc. (the “Company”) is a digital media and technology services company. The Company provides audio and video streaming and advertising services through its RadioLoyaltyTM Platform (the “Platform”) to over 1,100 internet and terrestrial radio stations and other broadcast content providers. The Platform consists of a web-based and mobile player that manages streaming audio and video content, social media engagement, display and video ad serving within the web player and is also capable of replacing audio ads with video ads within the web player in a live or on-demand environment. The Company offers the Platform directly to its broadcasters and integrates or white labels its technologies with web-based internet radio guides and other web-based content providers. The Company is also continuing development of WatchThis™, a patent-pending technology to provide web, mobile and IP television streaming services that are e-commerce enabled within streamed content.
The Company was incorporated as a Wyoming corporation on May 6, 2008.
Reverse Acquisition and One-Time Dividend
On May 16, 2012, the Company’s former majority shareholders executed a stock purchase agreement (the “SPA”) with Michael Hill. The SPA provided for the issuance of 100 shares of Series A Preferred Stock (the “Preferred Shares”) to the former majority shareholders of the Company. The Preferred Shares are convertible into 10% of the Company’s common stock at any time subsequent to the execution date of the SPA. The SPA also caused the transfer of the majority shareholders’ common stock in the Company to Michael Hill in exchange for all of the Company’s assets and the majority of its liabilities as of that date. The SPA also provided for a contribution of assets by Michael Hill, namely the Watch T his
TM
software. Mr. Hill also became obligated to cause the Company to acquire RadioLoyalty, Inc., a California corporation (“RL”), by October 1, 2012. RL is a California corporation. Michael Hill was a founder and has been a controlling shareholder in RL since its inception, on November 30, 2011. As a result of the SPA, the former majority shareholders of the Company received a dividend in the form of the majority of the Company’s net assets and the newly issued Preferred Shares valued at $1,399,416. The net assets totaled $570,479. The Preferred Shares issued to the former majority shareholders were valued at $828,937 based on a discounted cashflow calculation of the Watch T his
TM
assets and RL business operations. The Company received the Watch T his
TM
software valued at $83,020. The Company’s securities attorney also received Preferred Shares in exchange for services to be provided in connection with the SPA and the proposed acquisition of RL. Those services were valued at $92,104.
On August 31, 2012, the Company executed an asset purchase agreement (the “APA”) to complete the acquisition of certain assets and liabilities of RL and has since entered into an amendment to the APA in order to (i) issue Michael Hill an additional 180,000,000 shares of the Company’s common stock as necessary in order to ensure Michael Hill retains control of the Company through the date of a reverse stock split previously authorized by the Company’s Board of Directors and (ii) to provide a methodology to determine the number of shares of the Company’s stock that would be issued to the shareholders of RL such that the Company’s valuation on the date of the issuance of shares was $14,500,000 (iii) to provide the Company with the right, which has not yet been exercised, to purchase all of the outstanding common stock of RL for $1. Upon the execution of the APA, a plan to complete a reverse stock split was authorized by the Company’s Board of Directors. Upon exercise of the Company’s right to purchase all of the outstanding common stock of RL, all of the outstanding shares of the Company’s Series A Preferred Stock will convert into shares of the Company’s common stock pursuant to the terms of the Series A Preferred Stock (approximately 10% of the Company’s outstanding common stock). The remaining approximately 90% of the Company’s outstanding common stock, on a post-reverse stock split basis, will be held by the former shareholders of RL, of which Michael Hill, the Company’s Chief Executive Officer, is a significant shareholder.
The consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. For the year ended August 31, 2012, the Company recorded a net loss of $1,584,937 and had negative working capital of $975,490. The net loss and negative working capital indicate that the Company may have difficulty continuing as a going concern.
Management is confident but cannot guarantee that additional capital can be raised in order to repay debts and continue operations. During the fiscal year ending August 31, 2013, the Company is obligated to make payments on certain operating leases, convertible debts, and a capital lease, among others of $180,636, $175,500, $128,535, respectively. Normal operating costs are also significant and include consulting fees, professional fees, product development costs and marketing and sales costs associated with management’s business plan. Additionally, the Company is currently in default on its capital lease. If the Company defaults on this capital lease, the lessor may decide to take back its equipment. If that occurred then the Company would likely need to lease third party servers in order to continue operating its business. Since inception and through August 31, 2012, the Company has successfully raised a significant amount of capital. Additionally, the Company anticipates launching several new product offerings launching in the second quarter of its fiscal year ending August 31, 2013. The Company expects those products to be profitable but notes that it will require significant capital for product development and ultimately commercially deployment. However, the ability of the Company to continue as a going concern is dependent on the successful execution of the business plan in order to reach break-even and become profitable. If the Company is unable to become profitable, the Company could be forced to modify its business operations or possibly cease operations entirely. Management cannot provide any assurances that the Company will be successful in its operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates are used for determining the allowance for doubtful accounts, the fair value of RL’s common stock through August 31, 2012, stock-based compensation, fair values of warrants to purchase common stock, and income taxes. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s financial statements could be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.
Segments
The Company operates in one segment. The Company’s chief operating decision maker (the “CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews separate revenue and expense information for the Company’s RadioLoyalty
TM
, WatchThis
TM
, StreamTrack Media, and other online product offerings, while all other financial information is reviewed on a consolidated basis. All of the Company’s principal operations are located in Santa Barbara, California, with the exception of its computing and hosting facilities in Los Angeles, California.
2.
|
Summary of Significant Accounting Policies
|
Revenue Recognition
The Company’s revenue is principally derived from advertising services.
The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement.
Advertising Revenue
. The Company generates advertising revenue primarily from display and video advertising. The Company generates the majority of its advertising revenue through the delivery of advertising impressions sold on a cost per thousand, or CPM, basis. Currently, advertising revenues are generated through our proprietary technologies from internet-based content. The Company does not currently generate significant revenues from mobile advertising. In determining whether an arrangement exists, the Company ensures that a binding arrangement, such as an insertion order or a fully executed customer-specific agreement, is in place. The Company generally recognizes revenue based on delivery information from its campaign trafficking systems.
The Company also generates advertising revenue pursuant to arrangements with advertising agencies and brokers. Under these arrangements, the Company provides the agencies and brokers the ability to sell advertising inventory on the Company’s service directly to advertisers. The Company reports this revenue net of amounts due to agencies and brokers because the Company is not the primary obligor under these arrangements, the Company does not set the pricing, and does not establish or maintain the relationship with the advertisers.
Services Revenue
. The Company generated services revenues for the period from December 1, 2011 through November 30, 2012. These revenues related to the provision of data and streaming hosting services to two customers. The Company no longer generates significant services revenues of this nature but does anticipate project-oriented service revenues associated with the integration and private-branding of the Company’s technologies with both current and potential business partners and customers, respectively.
Deferred Revenue
. Deferred revenue consists of both prepaid unrecognized revenues and advertising fees received or billed in advance of the delivery or completion of the services or in instances when revenue recognition criteria have not been met. Deferred revenue is recognized when the services are provided and all revenue recognition criteria have been met.
Multiple-Element Arrangements
. The Company could potentially enter into arrangements with customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another. The Company uses the prospective method for all arrangements entered into or materially modified from the date of adoption that involve multiple element arrangements. Under this new guidance, the Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if VSOE is not available; and (3) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.
VSOE
. The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. The Company has not historically priced its advertising products within a narrow range. As a result, the Company has not been able to establish VSOE for any of its advertising products.
TPE
. When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, the Company has not been able to establish selling price based on TPE.
BESP
. When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. The Company regularly reviews BESP. Changes in assumptions or judgments or changes to the elements in the arrangement may cause an increase or decrease in the amount of revenue that the Company reports in a particular period.
The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company maintains cash and cash equivalents with domestic financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of such institutions.
The Company maintains cash and cash equivalents with domestic financial institutions of high credit quality. The Company performs periodic evaluations of the relative credit standing of all of such institutions.
The Company performs ongoing credit evaluations of customers to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience with the customer, evaluation of their credit history, and review of the invoicing terms of the contract. The Company generally does not require collateral. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. Actual credit losses during the fiscal years ended August 31, 2012 and August 31, 2011 totaled $45,408 and $0, respectively.
For the fiscal year ended August 31, 2012 the Company had one customer that accounted for 44.7% of total revenue. However, the Company does not anticipate this customer will continue to represent such a large percentage of the Company’s business.
Cash and Cash Equivalents
The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations as of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded net of an allowance for doubtful accounts. The Company’s allowance for doubtful accounts is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts.
Property and Equipment
Property and equipment is recorded at cost, less accumulated depreciation and amortization. Computer servers and potentially other assets that are controlled by the Company under lease obligations are reviewed to determine whether the assets should be capitalized and a capital lease obligation recorded as a liability on the balance sheets. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets as follows:
Software, computer servers and computers
|
|
3 years
|
Office furniture and equipment
|
|
3 to 5 years
|
Leasehold improvements
|
|
Shorter of the estimated useful life of 5 years or the lease term
|
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.
Internal Use Software and Website Development Costs
Costs incurred to develop software for internal use are required to be capitalized and amortized over the estimated useful life of the asset if certain criteria are met. Costs related to design or maintenance of internal-use software are expensed as incurred. The Company evaluates the costs incurred during the application development stage of website development to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities are expensed as incurred. For the year ended August 31, 2012, the Company capitalized $112,204 in costs related to internal use software and website development. Management also determined that $133,669 in certain software and website development costs did not met the relevant criteria to be capitalized. As a result, all of these costs were expensed and including within the accompanying statement of operations as “product development.”
Derivatives
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company reviews the terms of the common stock, warrants to purchase common stock and debt instruments it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.
Stock-based payments made to employees and non-employees, including grants of restricted stock units and employee stock options, are recognized in the statements of operations based on their fair values. The Company has previously issued restricted stock units and has not issued any employee stock options to date. The Company recognizes stock-based compensation for awards granted that are expected to vest, on a straight-line basis using the single-option attribution method over the service period of the award, which is generally three years. Because the restricted stock units vest on a daily basis, the Company has estimated the forfeiture rate of these stock awards to be 0%. Should the Company issue stock-based compensation in the form of employee stock options, the resulting expense recognized in the statements of operations may been reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rates used for valuing stock-based compensation payments would be estimated based on historical experience. The Company would estimate the fair value of employee stock options using the Black-Scholes valuation model. The determination of the fair value of a stock-based award is affected by the deemed fair value of the underlying stock price on the grant date, as well as other assumptions including the risk-free interest rate, the estimated volatility of the Company’s stock price over the term of the award, the estimated period of time that the Company expects employees to hold their stock options and the expected dividend rate.
The Company has elected to use the “with and without” approach as described in Accounting Standards Codification 740
Tax Provisions
in determining the order in which tax attributes are utilized. As a result, the Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. In addition, the Company has elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credit, through the statement of operations.
Cost of Revenue
Cost of revenue consists of the revenue-sharing amounts paid to broadcasters who provide us with their content and listenership, infrastructure costs related to content streaming, costs related to creating and serving advertisements through our proprietary ad serving technology as well as third party ad serving technology providers and a royalty payable to the original owner of the RadioLoyalty
TM
technology. The Company makes payments to third-party ad servers for the period the advertising impressions or click-through actions are delivered or occur, and accordingly, the Company records this as a cost of revenue in the related period.
Consulting Fees
Several consultants were involved in the Company’s business development activities and also provided the Company with financial advisory services during the year ended August 31, 2012. These consulting fees were substantial during the year ended August 31, 2012. The Company does not have any ongoing commitments with the majority of the consultants the Company worked with during the year ended August 31, 2012.
Professional Fees
Professional fees include legal fees for entertainment audio, video and radio industry-specific issues, legal fees for SEC reporting, and audit fees associated with the SEC compliance of the Company and the audit of RL as of August 31, 2012 and for the period from inception (November 30, 2011) through August 31, 2012.
Product Development
The Company incurs product development expenses consisting of consulting fees, employee compensation, information technology and facilities-related expenses. The Company incurs product development expenses primarily for development and improvements to the Universal Player
TM
, the RadioLoyalty
TM
, WatchThis
TM
, online and mobile content integration and development of new advertising products or development and enhancement of other new technologies. The Company generally expenses product development costs as incurred.
Marketing and Sales
Marketing and sales expenses consist of consulting fees, employee compensation, commissions and benefits related to employees in sales, marketing and advertising departments. In addition, marketing and sales expenses include external sales and marketing expenses such as third-party marketing, branding, advertising and public relations expenses, and infrastructure costs such as facility and other supporting overhead costs.
Officer Compensation
The Company’s Chief Executive Officer and StreamTrack’s Chief Executive Officer are not currently under long-term contracts with the Company. It is anticipated that long-term contracts will be executed in the second quarter of the fiscal year ending August 31, 2013. During the year ended August 31, 2012, compensation was paid to these executives out of operations from time to time but no formal compensation scheme has been in place. Stock compensation of $10,000 is also included within officer compensation and is the result of the initial issuance of 10,000,000 shares of RL common stock on the date of RL’s incorporation.
G
eneral and Administrative
General and administrative expenses include consulting fees and employee compensation for finance, accounting, internal information technology and other administrative personnel. In addition, general and administrative expenses include professional services costs for outside legal and accounting services, and infrastructure costs for facility, supporting overhead costs and merchant and other transaction costs, such as credit card fees.
Content Acquisition Costs
Content acquisition costs principally consist of amounts paid to internet-based, terrestrial and mobile content providers. The Company did not incur any substantial content acquisition costs for the years ended August 31, 2012 and 2011, respectively. However, these costs are likely to become substantial in the future as the Company expands its online product portfolio.
Income Taxes
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized.
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations.
The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made.
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share is computed by giving effect to all potential shares of common stock, including convertible debt instruments, preferred stock, restricted stock unit grants and detachable stock warrants. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.
Recently Issued Accounting Standards
In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-13 regarding Accounting Standard Codification (“ASC”) Subtopic 605-25,
Revenue Recognition – Multiple-element Arrangements
. This ASU addresses criteria for separating the consideration in multiple-element arrangements. ASU 2009-13 requires companies to allocate the overall consideration to each deliverable by using a BESP of individual deliverables in the arrangement in the absence of VSOE or other TPE of the selling price. The changes under ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified subsequent to adoption. Under the new guidance, the Company uses BESP when neither VSOE nor TPE are available. As a result, the Company is able to recognize the relative fair value of the elements as they are delivered, assuming other revenue recognition criteria are met.
In May 2011, the FASB issued ASU 2011-04 regarding ASC Topic 820 “Fair Value Measurement.” This ASU updates accounting guidance to clarify how to measure fair value to align the guidance surrounding Fair Value Measurement within GAAP and International Financial Reporting Standards. In addition, the ASU updates certain requirements for measuring fair value and for disclosure around fair value measurement. It does not require additional fair value measurements and the ASU was not intended to establish valuation standards or affect valuation practices outside of financial reporting. This ASU will be effective for the Company’s fiscal year beginning February 1, 2012. Early adoption is not permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. This ASU amends the ASC to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments to the ASC in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.
In December 2011, the FASB issued ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05”. This ASU defers the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. ASU 2011-12 defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments in ASU 2011-05. The amendments are being made to allow the Board time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. The amendments in this update are effective at the same time as the amendments in update 2011-05 so that entities will not be required to comply with the presentation requirements in update 2011-05 that this update is deferring. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.
3.
|
Composition of Certain Financial Statement Captions
|
Accounts Receivable
Accounts receivable, net consisted of the following:
|
|
As of August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
Accounts receivable
|
|
$
|
590,785
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
(72,000
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
$
|
518,785
|
|
|
$
|
-
|
|
Allowance for Doubtful Accounts
|
|
Balance at
Beginning of
Fiscal Year
|
|
|
Charged to
Operations
|
|
|
Write-offs,
net of
recoveries
|
|
|
Balance at
End of
Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For fiscal year ended August 31, 2012
|
|
$
|
-
|
|
|
$
|
117,408
|
|
|
$
|
45,408
|
|
|
$
|
72,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For fiscal year ended August 31, 2011
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Property and Equipment
Property and equipment consisted of the following:
|
|
As of August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Restated)
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
$
|
771,666
|
|
|
$
|
-
|
|
Servers, computers, and other related equipment
|
|
|
198,924
|
|
|
|
-
|
|
Leasehold improvements
|
|
|
1,675
|
|
|
|
-
|
|
|
|
|
972,265
|
|
|
|
-
|
|
Less accumulated depreciation and amortization
|
|
|
(239,525
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
732,740
|
|
|
$
|
-
|
|
Depreciation expense totaled $ 239,525 and $0 for the years ended August 31, 2012 and 2011, respectively. There were no write-offs during the fiscal years ended August 31, 2012 and 2011, respectively.
Note receivable consisted of a $150,000 convertible promissory note bearing 7% annual compounded interest due from a digital content provider on or before August 28, 2016. The balance owed can be converted into either preferred stock or common stock of the digital content provider, at the Company’s election, subject to certain conditions and contingencies. The Company agreed to work with the digital content provider to make modifications to its Universal Player
TM
technology platform to better suit the digital content provider’s specific needs. The Company received a $25,000 deposit previously. The Company expects to receive the remaining fees, which are recorded as a note receivable, when the modifications are completed, the technology is fully integrated and operational, and the digital content provider is generating revenue within its advertising segment.
Customer List
Customer list, net consisted of the following:
|
|
As of August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Original cost
|
|
$
|
159,000
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Less accumulated amortization
|
|
|
(8,834
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Customer list, net
|
|
$
|
150,166
|
|
|
$
|
-
|
|
The customer list represents the estimated value of the shares of RL common stock issued to complete the asset acquisition agreement with Rightmail, LLC (“Rightmail”) on July 1, 2012. The Company is amortizing the value of the customer list over a three-year term. Amortization expense totaled $8,834 and $0 for the years ended August 31, 2012 and 2011, respectively.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
|
|
As of August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,030,716
|
|
|
$
|
-
|
|
Accrued consulting fees
|
|
|
41,500
|
|
|
|
-
|
|
Accrued broadcaster commissions
|
|
|
28,870
|
|
|
|
|
|
Accrued interest
|
|
|
17,673
|
|
|
|
|
|
Credit card
|
|
|
4,282
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
1,123,041
|
|
|
$
|
-
|
|
Deferred revenues consisted of the following:
|
|
As of August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
Balance due RL upon completion of special project, secured by a convertible promissory note
|
|
$
|
150,000
|
|
|
$
|
-
|
|
Customer deposits
|
|
|
7,805
|
|
|
|
-
|
|
Deferred revenues
|
|
$
|
157,805
|
|
|
$
|
-
|
|
The Company records cash equivalents, debt discounts on convertible promissory notes and derivatives at fair value.
Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy:
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 – Inputs lack observable market data to corroborate management’s estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available.
The fair value of these financial assets and liabilities was determined using the following inputs at August 31, 2012 and 2011:
|
|
Fair Value Measurement Using
|
|
|
|
|
|
|
Quoted Prices in
Active Markets
for Identical
Instruments
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair values as of August 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair values as of August 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes
|
|
$
|
—
|
|
|
$
|
572,848
|
|
|
$
|
—
|
|
|
$
|
572,848
|
|
Derivative liabilities
|
|
|
—
|
|
|
|
86,115
|
|
|
|
—
|
|
|
|
86,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value
|
|
$
|
—
|
|
|
$
|
658,963
|
|
|
$
|
—
|
|
|
$
|
658,963
|
|
The Company’s convertible promissory notes and derivative liabilities were classified as Level 2 within the fair value hierarchy because they were valued using significant other observable inputs.
5.
|
Acquisitions (Restated)
|
Acquisition of RadioL oyalty Platform from Lenco Mobile, Inc.
On December 1, 2011, Michael Hill and Aaron Gravitz (the “Executives”), together with a business entity they organized, RL, executed an asset purchase agreement with their former employer, Lenco Mobile, Inc. (“Lenco”), to acquire certain assets and assume certain liabilities from Lenco. The primary asset acquired from Lenco was the RadioLoyalty
TM
Platform (the “Platform”). The Platform consists of a web-based and mobile player that manages streaming audio and video content, social media engagement, display and video ad serving within the web player and is also capable of replacing audio ads with video ads within the player in a live or on demand environment. Audio advertisements generate substantially less ad revenues than video advertisements. The consideration given to Lenco consisted only of a 3.5% royalty on revenues earned through the Platform for the period from November 1, 2011 through November 1, 2014 (the “Royalty”). The value of the classes of assets and liabilities assumed in the December 1, 2011 transaction were as follows as of the acquisition date.
Accounts receivable
|
|
$
|
500,476
|
|
Prepaid expenses
|
|
|
35,100
|
|
Software
|
|
|
684,294
|
|
Security deposits
|
|
|
15,213
|
|
Accounts payable
|
|
|
(484,685
|
)
|
Related party payable – Michael Hill
|
|
|
(48,383
|
)
|
Related party payable – Aaron Gravitz
|
|
|
(42,553
|
)
|
Purchase price
|
|
$
|
659,462
|
|
The software included the sourcecode and front-end software for the Platform. The Company determined it would amortize the software over a period of three years.
The purchase price was classified on the Company’s balance sheets as a contingent royalty payable.
Acquisition of WatchThis
TM
from MHCG, LLC
On March 22, 2012, RL acquired the WatchThis
TM
Assets (“WatchThis”) from MHCG, LLC, an entity Michael Hill retained a 50% ownership in at the time. Mr. Hill was also the Chief Executive Officer of RL on that date. WatchT his consists of a web or television-based player that manages streaming audio and video content, social media engagement, display and video ad serving within the player and is also capable of tagging merchandise within the content and providing the viewer with the opportunity to select and purchase the merchandise. Management envisions the technology operating in a live or on demand environment. The consideration given to MHCG, LLC consisted of (i) a three year 4% convertible promissory note for $125,000 issued by RL, (ii) 125,000 shares of RL valued at $66,250 and (iii) a three year warrant to purchase 62,500 shares of RL’s common stock at $0.50 per share. The warrant was valued at $13,750. The value of the WatchT his assets was recorded by RL at historical cost as a result of both RL and MHCG, LLC being under common control by Michael Hill, respectively. The historical costs incurred to develop WatchThis as of March 22, 2012 are classified as follows:
Domain cost
|
|
$
|
58,500
|
|
Patent filing fees
|
|
|
12.600
|
|
Web and software design
|
|
|
10,000
|
|
Web hosting and related costs
|
|
|
6,272
|
|
Purchase price
|
|
$
|
87,372
|
|
The purchase price was classified on the Company’s balance sheets as software. The Company determined it would amortize the software over a period of three years.
Acquisition of Customer List from Rightmail, LLC
On July 1, 2012, RL acquired a customer list (the “Customer List”) from Rightmail, LLC, an entity Michael Freides retained a 100% ownership in at the time. The Customer List included a variety of web advertisers and web publishers Mr. Freides had previously worked with. The consideration given to Rightmail, LLC consisted of 300,000 shares of RL valued at $159,000. The purchase price of $159,000 was classified on the Company’s balance sheets as an intangible asset – customer list. The Company determined it would amortize the customer list over a period of three years. Mr. Freides also entered into a three-year consulting agreement on July 1, 2012.
6.
|
Commitments and Contingencies (Restated)
|
Royalty on RadioLoyalty
TM
Revenues
Lenco is owed a 3.5% royalty on all revenues generated by the Platform for the period from November 1, 2011 through November 1, 2014. No other compensation is due to Lenco. The Royalty was assumed by RL on December 1, 2011 and subsequently assumed by the Company’s subsidiary, StreamTrack Media, Inc. (“StreamTrack), in connection with the August 31, 2012 asset purchase agreement between the Company, StreamTrack and RL. As of December 1, 2011, RL estimated the total Royalty owed to Lenco during the term of the Royalty was $1,051,786. RL determined the present value of the payments estimated to be owed to Lenco during the term of the Royalty. A discount factor of 20.06% was used. This percentage represented the Company’s estimated effective cost of capital during the period from its inception through the date of these financial statements. The present value of the Lenco Contingent Royalty was estimated to be $659,462 as of December 1, 2011. During the period from December 1, 2011 through August 31, 2012, RL recorded accretion of the estimated Lenco Contingent Royalty of $106,537. This amount is classified within interest expense – accretion in the statement of operations. The present value of the Lenco Contingent Royalty as of August 31, 2012 was estimated to be $765,999.
As of August 31, 2012, the Company calculated that the Royalty actually owed to Lenco through August 31, 2012 was $10,344. However, Lenco owed the Company approximately $132,000 as of the date of these financial statements for hosting services provided to Lenco subsequent to December 1, 2011. No royalty payments have been made by the Company to Lenco as a result of this balance being owed to the Company. The asset purchase agreement dated December 1, 2011 between RL and Lenco does not contain any default provisions, penalties or any other immediate negative consequences to the Company in the event that the Company does not pay the Royalty. The Company and Lenco are currently in negotiations to satisfy the obligations each party has to the other.
Leases
The Company conducts its operations using leased office facilities in Santa Barbara, California.
The following is a schedule of future minimum lease payments under operating leases as of August 31, 2012:
Fiscal Year Ending August 31,
|
|
|
|
2013
|
|
$
|
180,636
|
|
2014
|
|
|
127,951
|
|
2015
|
|
|
-
|
|
2016
|
|
|
-
|
|
2017
|
|
|
-
|
|
All future years
|
|
|
-
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
308,587
|
|
The leases are written under separate arrangements expiring through 2014. The Company holds a right to renew the leases for an additional two years at increased rental rates. Rent expenses for the years ended August 31, 2012 and 2011 totaled $139,120 and $0 respectively. The Company recognizes rent expense on a straight-line basis over the lease term including expected renewal periods. The difference between rent expenses and rent payments is recorded as deferred rent in current and long-term liabilities. No deferred rent existed as of August 31, 2012 and 2011, respectively.
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company plans to enter into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.
While the outcome of these matters cannot be predicted with certainty, the Company does not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Legal Proceedings
The Company is potentially subject to various legal proceedings and claims arising in the ordinary course of its business. There are no pending legal proceedings against the Company as of the date of these financial statements.
The provision for income tax expense (benefit) consists of the following:
|
|
Fiscal Years Ended August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Restated)
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
State and local
|
|
|
—
|
|
|
|
—
|
|
Total current income tax expense
|
|
|
—
|
|
|
|
—
|
|
Deferred
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(538,879
|
)
|
|
$
|
(54,300
|
)
|
State and local
|
|
|
(237,741
|
)
|
|
|
—
|
|
Valuation allowance
|
|
|
776,620
|
|
|
|
107,885
|
|
Total deferred income tax expense
|
|
|
—
|
|
|
|
53,585
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$
|
—
|
|
|
$
|
53,585
|
|
The following table presents a reconciliation of the statutory federal rate and the Company’s effective tax rate for the periods presented.
|
|
Fiscal Year Ended
August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
U.S. federal taxes at statutory rate
|
|
|
34
|
%
|
|
|
34
|
%
|
State taxes, net of federal benefit
|
|
|
15
|
|
|
|
15
|
|
Permanent differences
|
|
|
—
|
|
|
|
—
|
|
Change in valuation allowance
|
|
|
(49
|
)%
|
|
|
(49
|
)%
|
Change in rate
|
|
|
—
|
|
|
|
—
|
|
Other
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
-
|
%
|
|
|
-
|
%
|
The major components of deferred tax assets and liabilities were as follows:
|
|
As of August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
-
|
|
|
$
|
63,285
|
|
Tax credit carryforwards
|
|
|
-
|
|
|
|
-
|
|
Allowances and other
|
|
|
-
|
|
|
|
-
|
|
Depreciation and amortization
|
|
|
-
|
|
|
|
-
|
|
Total deferred tax assets
|
|
|
-
|
|
|
|
63,285
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
-
|
|
|
|
9,700
|
|
Total deferred tax liabilities
|
|
|
-
|
|
|
|
9,700
|
|
Valuation allowance
|
|
|
-
|
|
|
|
(53,585
|
)
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
As of August 31, 2012, the Company had federal net operating loss carryforwards of approximately $1,600,000, which includes stock-based compensation deductions of approximately $142,000. The federal net operating losses and tax credits expire in years beginning in 2021. As of January 31, 2012, the Company had state net operating loss carryforwards of approximately $1,600,000 which expire in years beginning in 2014. Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. The Company has previously experienced “ownership changes” under section 382 of the Code and comparable state tax laws. The Companyestimates that none of the federal and state pre-change net operating losses will be limited under Section 382 of the Code.
As of August 31, 2012 and 2011, the Company maintained a full valuation allowance on its net deferred tax assets. The valuation allowance was determined in accordance with the provisions of ASC 740, Accounting for Income Taxes, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.
The Company files income tax returns in the United States and California. The 2011 tax year remains subject to examination for U.S. federal and state purposes. All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and state purposes. The Company is not currently under examination in federal or state jurisdictions.
8.
|
Capital Lease – in Default
|
The Company periodically leases computer servers and related hardware under capital lease agreements. The lease terms are typically from three to five years, depending on the type of equipment. The leased equipment typically has a bargain purchase price, and qualifies for treatment as a capital lease. For book purposes, the assets are amortized over their estimated useful lives.
Assets under capital lease as of August 31, 2012 and August 31, 2011 were as follows:
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Servers
|
|
$
|
147,049
|
|
|
$
|
-
|
|
Less: accumulated depreciation
|
|
|
(43,062
|
)
|
|
|
-
|
|
Net assets under capital lease
|
|
$
|
103,987
|
|
|
$
|
-
|
|
The monthly payment under the lease is $8,569. As of August 31, 2012 and as of the date of these financial statements, the Company was in default on the lease. The Company is working with the lessor to resolve this issue. During the year ended August 31, 2012 the Company paid a total of $28,606 in principal payments towards capital leases. The following is a schedule of future payments required under the lease together with their present values:
|
|
Payments
|
|
|
|
|
|
2013
|
|
$
|
128,535
|
|
2014
|
|
|
-
|
|
2015
|
|
|
-
|
|
2016
|
|
|
-
|
|
Total lease payments
|
|
|
128,535
|
|
Less: amount representing interest
|
|
|
(10,092
|
)
|
Present value of minimum lease payments
|
|
$
|
118,443
|
|
9.
|
Related Party Transactions
|
The related party payable as of August 31, 2012 consists of unpaid compensation and non-interest bearing cash advances and charges on personal credit lines made on behalf of the Company by the Company’s Chief Executive Officer and an executive of the Company’s subsidiary. The balances owed to the executives are not secured and are due on demand. Interest will be charged on these balances. However, no formal agreement has been executed to quantify the interest. The Company has only been operating since November 30, 2011. As a result, the Company has an extremely limited credit history. The Company’s Chief Executive Officer, and the Chief Executive Officer of StreamTrack Media, Inc. use their personal credit cards to fund operations on a frequent basis. If the Company did not have access to these credit cards, the Company would have to rely exclusively on external sources of capital. The Company’s external sources of capital are not always readily available. Once the Company’s track record is more established and results of operations are profitable, then external sources of capital should become more readily available. As a result, in time-constrained circumstances, the use of personal credit cards is necessary until such time as the Company is able to build up its own credit-worthiness and access more readily available and significant credit.
RL entered into several convertible promissory notes with its founders, officers and high-level executives since its inception on December 1, 2011. The following is a summary of the issuance dates, amounts and the related party nature of the transaction.
Date of Issuance
|
|
|
Amount
|
|
|
Related Party Nature
|
|
|
|
|
|
|
|
|
December 1, 2011
|
|
|
$
|
100,000
|
|
|
Issuance to an entity controlled by RL founders
|
March 27, 2012
|
|
|
|
125,000
|
|
|
Issuance to an entity partially controlled by Chief Executive Officer
|
June 18, 2012
|
|
|
|
50,000
|
|
|
Issuance to an executive of StreamTrack Media
|
August 22, 2012
|
|
|
|
150,000
|
|
|
Issuance to an executive of StreamTrack Media
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
425,000
|
|
|
$
|
-
|
|
On July 1, 2012, RL entered into a 3 year consulting agreement with Carter Toni, who is now the Vice President, Product Development, of StreamTrack. Mr. Toni agreed to an annual salary of $99,600 and was granted 50,000 shares of RL common stock that will vest over the term of the consulting agreement. This salary was deferred until January 1, 2013.
On July 1, 2012, RL entered into a 3 year consulting agreement with Jennifer Freides, who is now the Chief Operating Officer of StreamTrack. Ms. Freides agreed to an annual salary of $99,600 and was granted 25,000 shares of RL common stock that will vest over the term of the consulting agreement. This salary was deferred until January 1, 2013.
On July 1, 2012, RL entered into a 3 year consulting agreement with Michael Freides, who is now the President of StreamTrack. Mr. Freides agreed to an annual salary of $99,600 and was granted 25,000 shares of RL common stock that will vest over the term of the consulting agreement. This salary was deferred until January 1, 2013.
RL records consulting fees payable to these three executives on a straight-line basis, over the term of the agreements. A total of $41,500 in consulting fees were recorded for the year ended August 31, 2012. However, these amounts were not paid to the executives as of August 31, 2012 as a result of their agreement to defer their pay until January 1, 2013.
On July 1, 2012, RL acquired a customer list from Rightmail, an entity wholly owned by Michael Freides, in exchange for 300,000 shares of RL common stock valued at $159,000.
10.
|
Factor Line of Credit
|
On January 26, 2012 the Company executed a contract with an unrelated party (the “Factor”) to provide financing to the Company in the form of a factoring line of credit. The Company utilizes the factoring line of credit to take cash advances on its accounts receivable balances prior to its customers paying the balances owed to the Company. The Factor charges a variety of fees totaling approximately 3% of the funds advanced by the Factor. Transactions involving the Factor for the year ended August 31, 2012 are detailed in the table below.
Advances from factor
|
|
$
|
1,102,134
|
|
Fees charged by factor
|
|
|
34,121
|
|
Total
|
|
|
1,136,255
|
|
Payments received from customers
|
|
|
(1,068,164
|
)
|
Balance, August 31, 2012
|
|
$
|
68,091
|
|
On May 14, 2010, the Company issued a convertible note for $70,000 (the “1st Note”) to an unrelated party (the “Creditor”). The 1
st
Note bore 8% interest and matured on February 14, 2011. The 1
st
Note was fully converted into the Company’s common stock. During the fiscal year ended August 31, 2012, the holder of the 1
st
Note converted a total of $28,500 into 6,272,322 shares of the Company’s common stock.
On September 19, 2011, the Company issued a convertible note for $78,500 (the “2
nd
Note”) to the Creditor. The 2
nd
Note bears 8% interest with a maturity date of May 27, 2012. The 2
nd
Note is convertible into shares of common stock of the Company beginning 120 days after the issuance and up until the note comes due (or later if extended). The 2
nd
Note is convertible into shares of the Company’s common stock at a conversion price calculated based on the average of the 5 lowest closing prices over the 10 day period ending 1 day prior to the measurement date multiplied by 61%. The investor will be limited to convert no more than 9.99% of the issued and outstanding common stock at time of conversion at any one time. During the fiscal year ended August 31, 2012, the holder of the 2
nd
Note converted a total of $78,500 into 54,667,388 shares of the Company’s common stock.
On December 28, 2011, the Company issued a convertible note for $78,500 (the “3
rd
Note”) to the Creditor. The 3
rd
Note bears 8% interest and was originally due on May 27, 2012. The 3
rd
Note is convertible into shares of common stock of the Company beginning 120 days after the issuance and up until the note comes due (or later if extended). The 2
nd
Note is convertible into shares of the Company’s common stock at a conversion price calculated based on the average of the 5 lowest closing prices over the 10 day period ending 1 day prior to the measurement date multiplied by 61%. The investor will be limited to convert no more than 9.99% of the issued and outstanding common stock at time of conversion at any one time. During the fiscal year ended August 31, 2012, the holder of the 3
rd
Note converted a total of $24,000 and $3,140 in accrued interest on the 2
nd
and 3
rd
Notes into 35,640,000 shares of the Company’s common stock. A total of $54,500 of the principal on the 3
rd
Note remained outstanding as of August 31, 2012 and was technically in default. The Creditor has not notified the Company of any penalties the Creditor wishes to impose on the Company but the Creditor has a right to impose certain default penalties as described within the convertible debt agreements including but not limited to demanding all debts owed to the Creditor be paid immediately at a rate equal to 135% of the then outstanding principal and interest balance.
On May 24, 2012, the Company issued a convertible note for $78,500 (the “4
th
Note”) to the Creditor. The note bears 8% interest and is due on March 1, 2013 . The note is convertible into shares of common stock of the Company beginning 120 days after the issuance and up until the note comes due (or later if extended). During the fiscal year ended August 31, 2012, no portion of the 4
th
Note was converted to shares of the Company’s common stock. The investor will be limited to convert no more than 9 .99% of the issued and outstanding common stock at time of conversion at any one time. The full balance of the 4
th
Note remained outstanding as of August 31, 2012 .
On July 30, 2012, the Company issued a convertible note for $42,500 (the “5
th
Note”) to the Creditor. The note bears 8% interest and is due on May 1, 2013. The note is convertible into shares of common stock of the Company beginning 120 days after the issuance and up until the note comes due (or later if extended). During the fiscal year ended August 31, 2012, no portion of the 5
th
Note was converted to shares of the Company’s common stock. The investor will be limited to convert no more than 9 .99% of the issued and outstanding common stock at time of conversion at any one time. The full balance of the 5
th
Note remained outstanding as of August 31, 2012.
Upon the six month anniversary of all financings with the Creditor, the shares underlying the convertible promissory notes are issuable without restriction and can be sold to the public through the OTC Bulletin Board. As a result of the conversion price not being fixed, the number of shares of the Company’s common stock that are issuable upon the conversion of the convertible promissory notes is indeterminable until such time as the Creditor elects to convert to common stock. As a result of this the Company has determined that a derivative liability existed as of the six month anniversary of the December 28, 2011 convertible promissory note. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $35,354 as of June 26, 2012. On August 31, 2012 the Company re-measured the derivative liability using the input attributes below and determined the value was $86,115. An expense of $50,761 was recorded as of August 31, 2012 and included in the statement of operations in order to adjust the derivative liability to the re-measured value.
|
|
August 31,
|
|
|
June 26,
|
|
|
|
2012
|
|
|
2012
|
|
Expected life (in years)
|
|
|
0.08
|
|
|
|
0.27
|
|
Balance of note outstanding
|
|
$
|
54,500
|
|
|
$
|
78,500
|
|
Stock price
|
|
$
|
0.0026
|
|
|
$
|
0.0016
|
|
Effective conversion price
|
|
$
|
0.0010
|
|
|
$
|
0.0011
|
|
Shares issuable upon conversion
|
|
|
53,821,845
|
|
|
|
70,707,981
|
|
Risk-free interest rate
|
|
|
0.09
|
%
|
|
|
0.10
|
%
|
Expected volatility
|
|
|
61.83
|
%
|
|
|
61.83
|
%
|
Expected dividend yield
|
|
|
-
|
|
|
|
-
|
|
Interest expense on all debts owed to the Creditor during the years ended August 31, 2012 and August 31, 2011 totaled $10,699 and $7,762, respectively.
The following table reflects the balance of the Company’s convertible promissory notes as of August 31, 2012. The original debt discount was equal to the initial valuation of the derivative liability of $35,354. Accretion of the debt discount of $24,055 was recorded for the year ended August 31, 2012 and has been included in the statements of operations.
Convertible promissory notes, principal balance
|
|
$
|
175,500
|
|
Less: Unamortized portion of debt discount
|
|
(11,299
|
)
|
Convertible promissory notes, net, August 31, 2012
|
|
$
|
164,201
|
|
Future maturities of the RL convertible promissory notes, in the aggregate, are as follows for the years ending August 31,
2012
|
|
$
|
175,500
|
|
2013
|
|
|
-
|
|
2014
|
|
|
-
|
|
Thereafter
|
|
|
-
|
|
|
|
$
|
175,500
|
|
On December 1, 2011, RL issued a convertible promissory note for $100,000 to an entity controlled by RL’s Chief Executive Officer and Chief Operating Officer, respectively. In exchange for the issuance of the convertible promissory note, RL received $54,900 in cash and computer hardware valued at $45,100. The convertible promissory note bears 4% interest, is convertible into RL’s common stock at a $0.50 conversion price and matures on December 1, 2014. RL recorded a beneficial conversion feature of $6,000 in connection with this financing. A total of 50,000 warrants were issued in connection with this financing. The warrants were valued at $9,910, have a three-year term, and are exercisable at a price of $0.50.
On January 27, 2012, RL issued a convertible promissory note for $50,000 to an unrelated party. The convertible promissory note bears 4% interest, is convertible into the RL’s common stock at a $0.50 conversion price and matures on January 27, 2015. RL recorded a beneficial conversion feature of $3,000 in connection with this financing. A total of 25,000 warrants were issued in connection with this financing. The warrants were valued at $4,955, have a three-year term, and are exercisable at a price of $0.50.
On March 22, 2012, RLissued a convertible promissory note for $125,000 to an entity controlled by RL’s Chief Executive Officer and an unrelated party, respectively. In exchange for the issuance of the convertible promissory note, RLacquired the software and sourcecode for the WatchThis
TM
computer software. As a result of this transaction being completed with an entity controlled by the Chief Executive Officer, the WatchThis
TM
software and sourcecode were recorded in RL’s books at historical cost in accordance with ASC 805-50,
Transactions Between Entities Under Common Control
. Costs consisted of software development fees, domain purchase costs and legal fees associated with patent filings. The convertible promissory note bears 4% interest, is convertible into RL’s common stock at a $0.50 conversion price and matures on March 22, 2015. RL recorded a beneficial conversion feature of $7,500 in connection with this financing. A total of 62,500 warrants were issued in connection with this financing. The warrants were valued at $12,387, have a three-year term, and are exercisable at a price of $0.50.
On June 18, 2012, RL issued a convertible promissory note for $50,000 to an executive of the Company’s subsidiary. The convertible promissory note bears 4% interest, is convertible into the RL’s common stock at a $0.50 conversion price and matures on June 18, 2015. RL recorded a beneficial conversion feature of $3,000 in connection with this financing. A total of 25,000 warrants were issued in connection with this financing. The warrants were valued at $4,955, have a three-year term, and are exercisable at a price of $0.50.
On August 22, 2012, RL issued a convertible promissory note for $150,000 to an executive of the Company’s subsidiary. The convertible promissory note bears 4% interest, is convertible into the RL’s common stock at a $0.50 conversion price and matures on August 22, 2015. RL recorded a beneficial conversion feature of $9,000 in connection with this financing. A total of 25,000 warrants were issued in connection with this financing. The warrants were valued at $14,865, have a three-year term, and are exercisable at a price of $0.50.
The valuation of the stock warrants and the beneficial conversion feature associated with each issuance of convertible promissory notes utilized valuation inputs and related figures provided by a professional and independent valuation firm.
The conversion feature associated with the convertible promissory notes provide for a rate of conversion that is below market value. This conversion feature is accounted for as a beneficial conversion feature. A beneficial conversion feature was recorded by RL and classified as a debt discount on the balance sheet at the time of issuance of each convertible promissory note with a corresponding credit to additional paid-in capital. The value is amortized over the three-year term of the convertible promissory note. The amortized value for each period is recorded as an offset against the debt discount on the balance sheet, classified as interest expense in the statement of operations and as accretion of debt discount within the statement of cashflows.
The following table reflects the balance in convertible promissory notes as of August 31, 2012:
Convertible promissory notes, principal balance
|
|
$
|
475,000
|
|
Less: Unamortized portion of debt discount
|
|
(66,353
|
)
|
Convertible promissory notes, net, August 31, 2012
|
|
$
|
408,647
|
|
Future maturities of the RL convertible promissory notes, in the aggregate, are as follows for the years ending August 31,
2012
|
|
$
|
-
|
|
2013
|
|
|
-
|
|
2014
|
|
|
100,000
|
|
Thereafter
|
|
|
375,000
|
|
|
|
$
|
475,000
|
|
As of August 31, 2012, the amounts of long-term and short-term convertible promissory notes payable are stated at contract amounts that approximate fair value based on current interest rates available in the United States of America.
Series A Preferred Stock
Each share of Series A Preferred Stock has voting rights equal to the voting equivalent of the common stock into which it is convertible at the time of the vote. All outstanding shares of Series A Preferred Stock will automatically convert into common stock on the first business day after the closing date of the acquisition by the Company of 100% of the total issued and outstanding capital stock of RadioLoyalty, Inc., a California corporation. The holders of the Series A Preferred Stock are not entitled to dividends. The Series A Preferred Stock has no preferential rights to the Company’s common stock and will share in any liquidation proceeds with the common stock on an as converted basis..
Common Stock
Each share of common stock has the right to one vote per share. The holders of common stock are also entitled to receive dividends as and when declared by the board of directors of the Company, whenever funds are legally available. These rights are subordinate to the dividend rights of holders of all classes of stock outstanding at the time.
Stock-based compensation expenses related to all employee and non-employee stock-based awards for the fiscal years ended August 31, 2012 and 2011 are as follows:
|
|
Fiscal Year Ended
August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expenses:
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
$
|
94,516
|
|
|
$
|
-
|
|
Product development
|
|
|
23,555
|
|
|
|
-
|
|
Marketing and sales
|
|
|
14,287
|
|
|
|
-
|
|
Officer compensation
|
|
|
10,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation, recorded in costs and expenses
|
|
$
|
142,358
|
|
|
$
|
-
|
|
During the year ended August 31, 2012, the Company granted 3,050,000 restricted stock units (“RSUs”) at a weighted average value of $0.01 per share. These RSUs were valued based on the grant date value of the Company’s common stock as quoted on the OTC Bulletin Board. These RSUs were considered fully earned as of the date of issuance.
On December 1, 2011, RL granted the Company’s Chief Executive Officer and two other executives of the Company’s subsidiary a total of 10,300,000 shares of RL’s common stock. These shares were considered founder shares and were valued at $10,300. In connection with the APA, the Company plans to purchase and assume the common stock previously issued by RL.
During the year ended August 31, 2012, RL granted 1,695,000 RSUs at a weighted average value of $0.53 per share. In connection with the APA, the Company plans to purchase and assume the RSUs previously granted by RL.
The fair value of the RSUs is expensed ratably over the vesting period. RSUs vest daily on a cliff basis over the service period, generally three years. The Company recorded stock-based compensation expense related to restricted stock units of $142,358 during the fiscal year ended August 31, 2012. As of August 31, 2012, total compensation cost not yet recognized of $766,292 related to non-vested RSUs (inclusive of the RL RSUs), is expected to be recognized over a weighted average period of 2.78 years.
The following table summarizes the activities for the Company’s RSUs for the year ended August 31, 2012:
|
|
Number of
Shares
|
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
|
|
|
|
|
|
|
|
|
Unvested at August 31, 2011
|
|
|
-
|
|
|
$
|
0.00
|
|
Granted
|
|
|
3,050,000
|
|
|
|
0.01
|
|
Vested
|
|
|
(3,050,000
|
)
|
|
|
0.00
|
|
Canceled
|
|
|
-
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
Unvested at August 31, 2012
|
|
|
-
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
Expected to vest after August 31, 2012
|
|
|
-
|
|
|
$
|
0.00
|
|
The following table summarizes the activities for RL’s RSUs for the year ended August 31, 2012:
|
|
Number of
Shares
|
|
|
Weighted-
Average
Grant-Date
Fair Value (1)
|
|
|
|
|
|
|
|
|
|
|
Unvested at August 31, 2011
|
|
|
-
|
|
|
$
|
0.00
|
|
Granted
|
|
|
1,695,000
|
|
|
|
0.53
|
|
Vested
|
|
|
(186,250
|
)
|
|
|
0.53
|
|
Canceled
|
|
|
-
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
Unvested at August 31, 2012
|
|
|
1,508,750
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
|
|
Expected to vest after August 31, 2012
|
|
|
1,508,750
|
|
|
$
|
0.53
|
|
(1) Grant date fair value is the fair value associated with RL’s common stock, not the Company’s common stock.
Asset Purchase Agreements
On March 22, 2012, RL issued (i) a convertible promissory note for $125,000 (ii) 125,000 shares of common stock valued at $62,250 and (iii) a warrant to purchase 125,000 shares of RL common stock valued at $13,750, to an entity controlled by the Company’s Chief Executive Officer and an unrelated individual in exchange for the WatchThis
TM
assets. The aggregate value of the common stock and the convertible promissory note exceeded the historical value of the WatchThis
TM
assets by $117,627. The Company accounted for this excess value issued to the entity as a one-time dividend of $117,627.
On July 1, 2012, RL issued 300,000 shares of its common stock valued at $159,000 in connection with the asset purchase agreement between RL and Rightmail, LLC.
Effect of Proposed Reverse Stock Split
Upon the execution of the proposed reverse stock split, the Company intends to re-issue the RL convertible promissory notes and warrants to purchase common stock in the same form. However, the conversion price of each specific instrument will be adjusted to ensure that the holder of each instrument will have the right to convert the instrument into an equivalent number of shares of the Company’s common stock that they would have been entitled to on an as-if basis, if they had elected to convert the instrument they held on the date the reverse stock split became effective.
Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share is computed by giving effect to all potential shares of common stock, including the shares issuable upon conversion of the Company’s convertible promissory notes, the Series A Preferred Stock, the RL convertible promissory notes, and the RL warrants to purchase common stock. Basic and diluted net loss per share was the same for each year presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.
The following table sets forth the computation of historical basic and diluted net loss per share.
|
|
Fiscal Year Ended August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Restated)
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,584,937
|
)
|
|
$
|
-
|
|
Deemed dividends
|
|
|
(200,647
|
)
|
|
|
-
|
|
Net loss attributable to common stockholders
|
|
$
|
(1,785,584
|
)
|
|
$
|
-
|
|
|
|
Fiscal Year Ended
August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Restated)
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
Weighted-average common shares outstanding used in computing basic and diluted net loss per share
|
|
|
131,557,855
|
|
|
|
51,567,308
|
|
Net loss per share, basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
The following potential common shares outstanding were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive:
|
|
As of August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
Convertible promissory notes (1)
|
|
|
109,687,500
|
|
|
|
—
|
|
Series A Preferred Stock (2)
|
|
|
23,251,841
|
|
|
|
—
|
|
RL convertible promissory notes (3)
|
|
|
***
|
|
|
|
—
|
|
Warrants to purchase RL common stock (4)
|
|
|
***
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total quantifiable common stock equivalents
|
|
|
132,939,341
|
|
|
|
—
|
|
(1)
|
A
s of August 31, 2012, the Company had convertible promissory notes of $175,500 outstanding. The Company has estimated the number of shares of common stock the holder of the convertible promissory note agreements could have been issued had the holder elected to convert the convertible promissory notes to common stock as of August 31, 2012. The holder did not make such an election as of August 31, 2012.
|
(2)
|
As of August 31, 2012, the Company had 100 shares of its Series A Preferred Stock outstanding. The Company has estimated the number of shares of common stock the holders of the Series A Preferred Stock could have been issued had the holder elected to convert the Series A Preferred Stock to common stock as of August 31, 2012. The holder did not make such an election as of August 31, 2012.
|
(3)
|
In connection with the August 31, 2012 asset purchase agreement with RL, the Company plans to purchase and assume certain convertible promissory notes previously issued by RL as of the date of these financial statements, the convertible promissory notes were convertible into 1,450,000 shares of RL common stock, representing approximately 10% of RL’s fully diluted outstanding common stock. After taking all known factors into account and making certain assumptions regarding some unknown factors associated with the proposed reverse stock split, management estimates the holders of the RL convertible promissory notes will have the right to convert their holdings into approximately 9% of the Company’s outstanding common stock, on a post-reverse stock split basis.
|
(4)
|
In connection with the August 31, 2012 asset purchase agreement with RL, the Company plans to purchase and assume certain stock purchase warrants previously issued by RL As of the date of these financial statements, the stock purchase warrants were convertible into 362,500 shares of RL common stock, representing approximately 3% of RL’s fully diluted outstanding common stock. After taking all known factors into account and making certain assumptions regarding some unknown factors associated with the proposed reverse stock split, management estimates the holders of the RL convertible promissory notes will have the right to convert their holdings into approximately 3% of the Company’s outstanding common stock, on a post-reverse stock split basis.
|
14.
|
Discontinued Operations
|
Current assets of discontinued operations at August 31, 2012 and August 31, 2011 are detailed in the table below.
|
|
August 31,
|
|
|
August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
|
$
|
34,928
|
|
Accounts Receivable
|
|
|
-
|
|
|
|
248,700
|
|
Property & Equipment, Net
|
|
|
-
|
|
|
|
6,810
|
|
Unamortized Film Costs, Net
|
|
|
-
|
|
|
|
295,414
|
|
Total Assets Held for Sale
|
|
$
|
-
|
|
|
$
|
585,852
|
|
Current liabilities of discontinued operations at August 31, 2012 and August 31, 2011 are detailed in the table below.
|
|
August 31,
|
|
|
August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
-
|
|
|
$
|
22,020
|
|
Accrued Interest
|
|
|
-
|
|
|
|
15,573
|
|
Estimated Costs to Complete Films
|
|
|
-
|
|
|
|
15,000
|
|
Note Payable – Legal
|
|
|
-
|
|
|
|
17,997
|
|
Note Payable – Shareholder
|
|
|
-
|
|
|
|
13,500
|
|
Note Payable – Shareholder
|
|
|
-
|
|
|
|
15,050
|
|
Total Liabilities Held for Sale
|
|
$
|
-
|
|
|
$
|
99,140
|
|
The results of operations of the discontinued entertainment business are detailed below.
|
|
Fiscal Years Ended
August 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
-
|
|
|
$
|
305,140
|
|
Operating Expenses
|
|
|
-
|
|
|
|
(349,546
|
)
|
Other Income & Expenses
|
|
|
-
|
|
|
|
(107,629
|
)
|
Provision for Income Tax
|
|
|
-
|
|
|
|
(53,585
|
)
|
Net Loss From Discontinued Operations
|
|
$
|
-
|
|
|
$
|
(205,620
|
)
|
15.
|
Restatement of Consolidated Financial Statements
|
As described below, the Company restated certain balance sheet items including property and equipment, accounts payable, Lenco contingent royalty, and accumulated deficit, respectively. The restatement is as a result of one issue. The Company has filed the restatement to report a contingent royalty liability (the “Royalty”) associated with the purchase of certain assets and liabilities from Lenco Mobile, Inc. (“Lenco”) on December 1, 2011 (the “Acquired Assets”) by RadioLoyalty, Inc. (“RL”). These Acquired Assets were subsequently acquired by the Company on August 31, 2012 in connection with its acquisition of RL. As a result of the fact that the consideration payable to Lenco is entirely contingent on future events, no liability was recorded by RL as of December 1, 2011. This accounting treatment is appropriate if the Acquired Assets did not represent a business. The Company had previously determined that the Acquired Assets did not represent a business. After several months of consultation and review of this issue with the Staff of the U.S. Securities and Exchange Commission (“SEC”), the Company and the SEC have agreed that the Acquired Assets did represent a business on the December 1, 2011 acquisition date. As a result, the RL has valued the consideration owed to Lenco as of the acquisition date. The Company has reviewed the liability as of the reporting date, August 31, 2012, and determined the balance to be reasonable as of August 31, 2012. The valuation of the contingent liability for the amounts potentially owed to Lenco was determined by RL utilizing some known facts such as the revenues generated using the Acquired Assets since December 1, 2011, along with management’s internal forecast of revenues through the term of the Royalty.
As a result of this Amendment No. 1, the Company’s total assets increased $494,600. Total liabilities increased $755,655. Total stockholders’ deficit increased $261,055. The Company’s revenues did not change. Costs of sales increased $154,518. Operating expenses did not change. Net loss increased $261,055.
Restated Amounts:
For August 31, 2012, the restated balance sheet reflects increases in property and equipment of $659,462, accumulated depreciation of $164,862, Lenco contingent royalty of $765,999 and accumulated deficit of $261,055, respectively. Accounts payable decreased by $10,344.
As a result, the Company is filing this Amended Form 10-K to amend the following and reflect the above:
Impact of the Restatement
|
|
As of August 31, 2012
|
|
Balance Sheet Data:
|
|
As Previously Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
|
$
|
312,803
|
|
|
$
|
659,462
|
|
|
$
|
972,265
|
|
Accumulated depreciation
|
|
|
(74,663
|
)
|
|
|
(164,862
|
)
|
|
|
(239,525
|
)
|
Accounts payable
|
|
|
1,133,385
|
|
|
|
(10,344
|
)
|
|
|
1,123,041
|
|
Lenco contingent royalty
|
|
|
-
|
|
|
|
765,999
|
|
|
|
765,999
|
|
Accumulated deficit
|
|
|
1,524,529
|
|
|
|
261,055
|
|
|
|
1,785,584
|
|
|
|
For the Year Ended August 31, 2012
|
|
Statement of Operations Data:
|
|
As Previously Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenues - Depreciation
|
|
|
-
|
|
|
|
227,430
|
|
|
|
227,430
|
|
Costs of revenues - Other
|
|
|
421,056
|
|
|
|
(72,912
|
)
|
|
|
348,144
|
|
Gross profit
|
|
|
295,098
|
|
|
|
(154,518
|
)
|
|
|
140,580
|
|
Loss from continuing operations
|
|
|
(1,179,843
|
)
|
|
|
(154,518
|
)
|
|
|
(1,334,361
|
)
|
Other expenses – Interest expense
|
|
|
(93,278
|
)
|
|
|
(106,537
|
)
|
|
|
(199,815
|
)
|
Other expenses
|
|
|
(144,039
|
)
|
|
|
(106,537
|
)
|
|
|
(250,576
|
)
|
Net loss
|
|
|
(1,323,882
|
)
|
|
|
(261,055
|
)
|
|
|
(1,584,937
|
)
|
Net loss attributable to common shareholders
|
|
|
(1,524,529
|
)
|
|
|
(261,055
|
)
|
|
|
(1,785,584
|
)
|
|
|
For the Year Ended August 31, 2012
|
|
Cashflow Data:
|
|
As Previously Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
1,323,882
|
|
|
$
|
261,055
|
|
|
$
|
1,584,937
|
|
Operating activities – Depreciation and amortization
|
|
|
83,497
|
|
|
|
164,862
|
|
|
|
248,359
|
|
Operating activities – Accretion
|
|
|
33,274
|
|
|
|
106,537
|
|
|
|
139,811
|
|
Operating activities – Accounts payable and accrued expenses
|
|
|
667,413
|
|
|
|
(10,344
|
)
|
|
|
657,069
|
|
On August 31, 2012, RL issued a convertible promissory note for $250,000 to an unrelated party. The cash was not received from the holder of the convertible promissory note until September 2012. The convertible promissory note bears 4% interest, is convertible into the RL’s common stock at a $0.50 conversion price and matures on January 27, 2015. RL will record a beneficial conversion feature in connection with this financing. A total of 125,000 warrants were issued in connection with this financing. The warrants have a three-year term, and are exercisable at a price of $0.50.
On September 18, 2012, StreamTrack Media reached a verbal compensation arrangement with Aaron Gravitz, who is now the Chief Executive Officer of StreamTrack Media. Mr. Gravitz agreed to an annual salary of $240,000.
On October 5, 2012, the Company amended the APA such that (1) 180,000,000 shares of the Company’s common stock will be issued to RL on or before October 31, 2012 and (2) within twenty (20) business days after the recording of Amended and Restated Articles of Incorporation by the Company with the Wyoming Secretary of State that effect a reverse split of the Company’s issued and outstanding common stock, issue to RL a number of Shares such that on the date of the issuance of such shares (the “Share Issuance Date”), the RL and its affiliates will own a number of shares of the Company’s common stock equal to the quotient derived by dividing 14,500,000 by the average closing bid price of the Company’s common stock quoted on the public securities trading market on which the Company’s common stock is then traded with the highest daily trading volume (as measured during the preceding 90 days), over the fifteen (15) consecutive trading days immediately following the effective date of the reverse stock split, including and taking into account all other shares of the Company’s common stock already owned by RL and its affiliates on the Share Issuance Date. The issuance of the 180,000,000 shares has not yet been completed and may not be completed depending on events leading up to the proposed reverse stock split.
On December 1, 2012, the Chief Executive Officer agreed to defer the calculation of amounts owed to him under an agreement date June 1, 2012 whereby the Chief Executive Officer would be compensated for the Company’s exclusive use of his available credit with a lender. The compensation will be calculated based on the total advances from the lender or charges on the credit account for verified business expenses each month (“Total Usage”). The charge on the Total Usage will be calculated at an annualized interest rate of 5%. The Chief Executive Officer and the Company plan to calculate the compensation during the second quarter of the Company’s fiscal year ending August 31, 2013. The compensation will likely be in the form of a one-time adjustment to ensure the Chief Executive Officer is compensated for providing liquidity to the Company since the inception of RL on December 1, 2011.
On December 12, 2012, the Company executed a term sheet under similar terms as the 5
th
Note with the Creditor for an additional financing of $100,000. The financing is expected to close on or shortly after December 14, 2012.
During the period from August 31, 2012 through December 13, 2012, the Company’s Chief Executive Officer continued to utilize a personal credit card to finance short term expenses on behalf of the Company and received repayments totaling $41,991. Repayment terms associated with the remaining balance have yet to be established.
During the period from August 31, 2012 through December 13, 2012, the Chief Executive Officer of StreamTrack Media provided financing to the Company of $50,000 and received repayments totaling $32,500. Repayment terms associated with the remaining balance have yet to be established.
During the period from August 31, 2012 through December 13, 2012, the Creditor converted $40,500 of the 5
th
Note into 33,069,280 shares of the Company’s common stock. The principal balance owed to the Creditor as of December 14, 2012 was approximately $135,000.
During the period from August 31, 2012 through December 13, 2012, the Factor provided additional financing to the Company of approximately $293,430. Payments to the Factor from the Company’s customers exceeded the total value of the additional financings. The balance owed to the Factor as of December 13, 2012 was approximately $72,000.