UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year ended August 31, 2015
Commission File Number: 000-55140
STREAMTRACK , INC. |
(Exact name of registrant as specified in its charter) |
Wyoming | | 26-2589503 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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347 Chapala Street Santa Barbara, California | | 93101 |
(Address of principal executive offices) | | (Zip Code) |
(805) 308-9151
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: none.
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.0001.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
On November 30, 2015 the registrant had 3,559,818,555 shares of common stock outstanding.
STREAMTRACK, INC.
FORM 10-K
TABLE OF CONTENTS
PART I |
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Item 1 – | Business | | | 4 | |
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Item 1A – | Risk Factors | | | 13 | |
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Item 1B – | Unresolved Staff Comments | | | 13 | |
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Item 2 – | Properties | | | 14 | |
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Item 3 – | Legal Proceedings | | | 14 | |
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Item 4 – | Mine Safety Disclosures | | | 14 | |
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PART II |
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Item 5 – | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | 15 | |
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Item 6 – | Selected Financial Data | | | 17 | |
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Item 7 – | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | 17 | |
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Item 7A – | Quantitative and Qualitative Disclosures About Market Risk | | | 29 | |
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Item 8 – | Financial Statements and Supplementary Data | | | 30 | |
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Item 9 – | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | 31 | |
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Item 9A – | Controls and Procedures | | | 31 | |
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Item 9B – | Other Information | | | 32 | |
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PART III |
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Item 10 – | Directors, Executive Officers and Corporate Governance | | | 33 | |
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Item 11 – | Executive Compensation | | | 36 | |
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Item 12 – | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | 38 | |
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Item 13 – | Certain Relationships and Related Transactions, and Director Independence | | | 39 | |
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Item 14 – | Principal Accountant Fees and Services | | | 39 | |
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PART IV |
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Item 15 – | Exhibits, Financial Statement Schedules | | | 40 | |
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Signatures | | | 41 | |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Annual Report on Form 10-K contains "forward-looking statements" that involve substantial risks and uncertainties. The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements, including, but not limited to, statements regarding our expectations, beliefs, intentions, strategies, future operations, future financial position, future revenue, projected expenses and plans and objectives of management. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "estimate," "expect," "intend," "may," "might," "plan," "project," "will," "would," "should," "could," "can," "predict," "potential," "continue," "objective," or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and involve known risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievement to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. We qualify all of our forward-looking statements by these cautionary statements. These and other factors could cause our results to differ materially from those expressed in this Annual Report on Form 10-K.
Some of the industry and market data contained in this Annual Report on Form 10-K are based on independent industry publications and publicly available information. This information involves a number of assumptions and limitations. Although we believe that each source is reliable as of its respective date, we have not independently verified the accuracy or completeness of this information.
As used herein, "StreamTrack," the "Company," "we," "our," and similar terms refer StreamTrack, Inc. and its wholly owned subsidiaries, unless the context indicates otherwise.
PART I.
ITEM 1. BUSINESS
Business Overview
StreamTrack, Inc. 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 5,000 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.
We also developing Robot Fruit, which is intended to be a powerful marketing tool that combines a mobile app creation platform, customer loyalty program, and content management system into an instant and measurable marketing engine for businesses. The Company is also continuing development of StreamTrak, designed to enable fans, artists, bands, music publishers and record labels to distribute, discover, create and share content. In addition, the Company through ampedfantasy.com has entered the rapidly growing daily fantasy sports industry. The Amped Fantasy brand will offer diverse contests to attract fans of all kinds. The mobile and web offering which is under development will include, but not be limited to free and paid daily, weekly, pick'em, salary cap, flex or customized roster and guaranteed prize or payout contests. Fantify which is under development, is a fully customizable daily fantasy sports and private label fantasy sports technology platform. Once venues signup for Fantify and setup a contest, they invite new or existing customers, and award prizes. It will be free to play for customers to win prizes, compete against friends and others, feel closer to the real life game, and all with no season-long commitment. Through sportsalert.com the Company owns a subscriber based alert system for various sports with over 100,000 registered users. Users can choose whether they want score updates sent to their mobile phone or email, customizable by sport and events.
As of August 31, 2015, we had 174,060 registered RadioLoyalty users, which we define as the total number of accounts that have been created for our loyalty service at period end, and we were adding around 2,200 new registered users every month on average over the last 12 months. For the fiscal year ended August 31, 2015, we streamed over 9.9 million hours of content and had over 23 million launches of our UniversalPlayerTM. For the fiscal year ended August 31, 2014, we streamed over 13 million hours of content and had over 38 million launches of our UniversalPlayerTM.
Our clients include broadcasters, station rep groups, content owners, artists, bands, musicians, music promoters, direct marketers, brand advertisers and the advertising agencies that service these groups. We offer a suite of products and services that enable broadcasters, content owners and marketers to engage with their current and potential customers online and through internet and mobile devices to increase brand awareness and generate leads and sales. We also offer technology infrastructure tools and services that enable broadcasters and marketers to implement and manage their online advertising across multiple channels including display, email, video, social, and affiliate marketing. The range of products and services that we provide enables our clients to address all aspects of the digital marketing process, including strategic planning, campaign optimization, media sourcing, and comprehensive reporting and analytics.
We generate the audiences for our advertisers' campaigns through a unique combination of: broadcast streaming media players, station guides, mobile applications, our network of third-party websites, ad exchanges, ad network optimization providers, search engines, and websites that we own and operate in several key verticals. Our sophisticated data management platform harnesses the large amount of anonymous data that is generated by our businesses. We utilize this data, along with our technology platforms and marketing expertise, to deliver measurable performance for our clients.
We are headquartered in Santa Barbara, California, with broadcast and content delivery network facilities in Santa Barbara, California and Los Angeles, California, respectively.
History
The Company was incorporated in Wyoming on May 6, 2008. Prior to change of control of May 16, 2012, the Company developed businesses, assets and opportunities in the motion picture production and distribution industry and allied industries, which the Company believed would have significant growth potential as new digital delivery and distribution platforms evolve. The Company marketed its motion picture products and distribution businesses under several names ("brands") including Lux Digital Pictures, Midnight Movies, New Broadway Cinema and Short Screams. The Company expected to compete in the entertainment industry by controlling costs of production and distribution by outsourcing most functions to third parties and using primarily online marketing tools to promote its products and further its digital strategies. The Company also believed it had developed unique production strategies for the production of a unique brand of commercial documentary feature films. The businesses operated by the Company did not generate substantial profits. In late 2011, the Company began looking at business alternatives such as mergers, acquisitions or reverse acquisitions.
RadioLoyalty, Inc. ("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. On December 1, 2011, Michael Hill and Aaron Gravitz (the "Executives"), together with 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 RadioLoyaltyTM Platform (the "Platform"). The Platform consisted of a web player that manages audio and video content streaming, manages ad serving within the web player and is capable of replacing audio ads with video ads within a live or on demand environment. 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"). Payments to Lenco for the Royalty could not exceed $2,500,000. On March 22, 2012, RL issued 125,000 shares of common stock, valued at $62,250, to an entity controlled by Michael Hill and an unrelated individual in exchange for the WatchThisTM assets. On July 1, 2012, the Company acquired a customer list from Rightmail, LLC. This customer list was inclusive of publishers and advertisers the Company planned to conduct business with on an ongoing basis.
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 WatchThisTM software. Mr. Hill also became obligated to cause the Company to acquire RL by October 1, 2012. 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 WatchThisTM assets and RL business operations. The Company received the WatchThisTM 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.
Industry Overview
The radio broadcast and internet streaming industry is changing rapidly. With this change, we believe there is growing opportunity across the industry for a provider of free quality programming, with a unique, proven advertising monetization model and sales network. While many content providers and technologies are focused on building audience, we believe that the opportunity to provide greater variety and more diverse programming to listeners, while being supported by uniquely generated advertising revenue will prove successful. We believe the advertising revenues generated using our video in-stream technology are unique and no other technology provider currently has a comparable product. We filed a patent application with the United States Patent and Trademark Office on July 26, 2012, under application number 13/559,503, which was rejected and while the Company believes that its claims are patentable, it choose not to pursue the claims further because it would have been cost prohibitive. We believe that our unique technology, coupled with a diverse programming portfolio, sales networks with a vast market coverage, and powerful targeting capabilities make our products and services unique and highly scalable. We believe we are among the leaders in identifying and utilizing industry-leading technologies. Our initial distribution platform, RadioLoyalty™, promotes efficiency for radio stations and streamlines daily operations resulting in a cost reduction for our customers. Our business is driven in part by our heightened focus on customer service, which has allowed us to develop and maintain long-standing relationships with radio stations, advertisers, programming partners and independent content providers. Our commitment to serving our customers and providing a high level of accountability is the core of our business model, and will continue to be so as we look for opportunities to expand our programming offerings and the services we provide.
We believe there is a large and growing market opportunity for our RadioLoyalty™, Robot Fruit, StreamTrak, AmpedFantasy, Fantify and SportsAlert products and services due to several important trends such as that:
| · | many consumers are now equipped with high-speed broadband connections; |
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| · | the cost of creating and producing professional audio and video content has dropped dramatically; |
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| · | audio and video content consumption has become a mainstream online and mobile activity for consumers; |
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| · | smartphones and tablets are rapidly becoming mainstream tools for digital media consumption; |
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| · | increasingly, next-generation content experiences are being driven through an adoption of new multi-faceted connected consumer electronics; |
The daily fantasy sports industry is experiencing rapid growth. Traditional fantasy sports games have been an integral part of the sports industry for decades. Now, the rapidly expanding "daily fantasy" or "DFS" industry is quickly becoming the new alternative with sports fans. Industry leaders have reported annual growth of daily fantasy sports of close to 300% over the past several years, with in excess of 40 million active players. According to the Fantasy Sports Trade Association (FSTA), daily fantasy sports revenue in 2014 was around $1 billion and is projected to grow to $17 billion by 2020. With endorsements by professional sports organizations including the NFL, MLB, and NBA along with credible media outlets and organizations including Yahoo!, CBS, Rotowire, and more, daily fantasy sports is quickly becoming commonplace. We believe there is a large and growing market opportunity for our AmpedFantasy, Fantify, and SportsAlert products.
Our Services
Our platform and offering allows content providers to stream content to an unlimited listener base. We eliminate the bandwidth expense of streaming for our content providers and generate display, video and audio advertising revenues for both ourselves and our content providers.
We provide advertisers with a cost effective solution to reach their target audience at scale, from one source. Included in our audience is a consolidation of internet and mobile users accessing our small and medium sized broadcast providers' content, who can take advantage of the advertising buys of our aggregate and targeted audience that spans the globe.
We provide listeners with free, unlimited access to over 5,000 stations with content including music, sports, talk radio, and more. Listeners can access our content providers across the world over the internet, popular mobile and tablet devices.
In the short term, we do not expect to generate any meaningful revenue directly from listeners, and will continue to focus our business model around advertising revenue.
Broadcasters/Radio Stations/Rep Groups/ Content Owners
We offer broadcasters and content providers a streaming media player and broadcasting platform at no out of pocket cost. We generate revenue primarily from advertising. Stations can preserve their cash as well as use it to fuel growth because we offer our programming and services on a barter basis. Stations provide us with advertising inventory in return for our bandwidth/services on a 1:4 display advertising impressions ratio. For example, we receive the first, fifth, ninth, etc. advertising impression as our barter fee and recognize 100% of the revenue from those ad impressions, with content providers being able to monetize the remaining impressions at their discretion. In most cases, we end up buying the remaining inventory from content providers. In almost every scenario, we are able to monetize the advertising inventory of our content providers at much higher ad rates than they are able to due to aggregation and our in-stream video technology. This advertising solution is what enables us to offer a compelling solution to content owners and sets us apart from our competitors.
We offer groups that represent radio broadcasters ("Rep Groups") a self-managed software-as-a-service ("SAAS") platform to provide management services to their respective station owners. We offer content providers a full-service partnership, which is unique in the radio industry. When we work with a Rep Group they "represent" a content provider on a domestic and/or international level, our ad sales team reaches out to advertisers (both national and international), our content department provides audience metrics and relevant demographic information and our trafficking department provides back office support so content providers can focus on developing their content rather than focusing on the end user experience. Our sales team is managed by industry veterans.
Listener/User
We offer our service to listeners at no cost through our UniversalPlayerTM in online environments, and through our RadioLoyalty™ app in popular mobile and internet environments. We generate revenue primarily from advertising. Listeners earn RadioLoyalty™ points for listening and other designated user interactions. RadioLoyalty™ points can be redeemed in our store for merchandise but maintain a zero cash value at all times.
Listeners can also earn points by sharing their listening across social media using our share and refer a friend features. Our website and mobile apps are integrated with Facebook Connect allowing our listeners easy signup, login, and sharing functions with their Facebook friends.
Advertising/Advertising Agency/Advertising Network
We generate revenue primarily from advertising. We offer advertisers (and the advertising agencies that represent them) and sales networks with international market coverage and broad demographic targeting given our broad range of programming and services. With over 5,000 radio stations as our clients, we help ensure advertisers that their message will be heard and seen worldwide by listeners they are seeking.
We believe our advertising network offers advertisers a powerful lead generation and/or branding solution that effectively targets a global audience. Our network exclusively represents the media inventory of our owned properties including RadioLoyalty™ as well as other vertical based websites. We offer a comprehensive suite of display, audio and video advertising products across our traditional computer, mobile and connected device platforms. Our advertising products allow international, national, regional and local advertisers to target and connect with our audience - based on attributes including geographic, demographic and content preferences, and we provide analytics for our advertisers detailing campaign metrics and performance.
| · | Display Advertising. Our display products offer advertisers opportunities to gain exposure to our listeners through our desktop, internet and mobile service interfaces, which are divided between our UniversalPlayer™ containing our player and "now playing" information, and the information space surrounding our UniversalPlayer™. Our display ads include IAB industry standard banner ads of various sizes and placements depending on platform and listener interaction. |
| · | Audio Advertising. Our audio advertising products allow custom audio messages to be delivered between songs during short ad interludes. Audio ads are available across all of our delivery platforms. On supported platforms, the audio ads can be accompanied by display ads to further enhance advertisers' messages. |
| · | Video Advertising. Our video advertising products allow delivery of rich branded messages to further engage listeners through video pre-roll, video mid-roll, in-banner user-initiated videos, and a unique and proprietary video in-stream advertisement. We currently utilize video advertising through our desktop interfaces, and anticipate expanding video advertising across our mobile service interfaces in 2016. |
We offer multiple pricing models designed around maximizing our customers' return on investment (ROI). Our display, audio, and video for internet, internet connected devices and mobile advertising placements are offered on several pricing models including: cost-per-thousand-impression (CPM), whereby our customers pay based on the number of times the target audience is exposed to the advertisement; cost-per-view (CPV), whereby our customers pay based on the number of times a unique video asset is viewed by the consumer; cost-per-lead (CPL), whereby our customers pay when a consumer completes the pre-defined registration fields and submits the completed forms; cost-per-click (CPC), whereby payment is triggered only when an interested individual clicks on our customer's advertisement; and cost-per-action (CPA), whereby payment is triggered only when a specific, pre-defined action is performed by an online consumer.
Through our wholly-owned subsidiary StreamTrack Media, Inc. ("StreamTrack Media"), we offer lead generation services for advertisers and publishers through our advertising network. Advertisers use our lead generation services to generate leads on a CPM, CPV, CPL, CPC and CPA basis while publishers use our advertising network to find advertisers to distribute to their internet traffic. The publisher places the advertiser's display video ads, display ads or text links on their website, in email campaigns, registration paths, or in search listings, and receives a commission from the advertiser only when a visitor takes an agreed-upon action.
Technology/Platform/Websites
RadioLoyalty™
We believe that our RadioLoyalty™ platform is quickly becoming a leading way to listen to music, talk radio, and sports over the Internet, IP connected devices, tablets and on mobile devices. Listeners can listen to their favorite radio stations and songs while earning loyalty points redeemable for merchandise. With more than five thousand stations, we believe it is easy to find stations to love.
UniversalPlayer™
The UniversalPlayer™ Platform has standardized digital ad buying for more than five thousand internet radio stations. Its technology for in-stream video ad insertion is unique and we believe it is changing the way the traditional internet radio model executes. As we continue to expand the use of our UniversalPlayer™ to a larger broadcaster base, we anticipate seeing significant increases in advertising rates and revenue with this addition.
WatchThis™
WatchThis™ 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. The technology operates in a live or on demand environment.
While the Company believes that its claims for the WatchThis technology are patentable, its patent application was rejected and it chose not to pursue the claims further because it would have been cost prohibitive.
The Company is exploring alternative options as it relates to the WatchThis brand and technology. While the USPTO has rejected our claims, management believes that the viability of the technology is still feasible. Currently we have stopped development of this product until management identifies all of the options that are available for the business to potentially pursue.
Lead Generation Websites
We own approximately 15 websites and 125 URLs (Uniform Resource Locators or internet domains) that we have acquired and developed over many years. Several of these websites have a strong, established history with the top tier search engines. We generate traffic to our websites, link our sites with key partners, and take other steps designed to improve the ranking of our sites on major search engines and improve their appeal to consumers who view them. We also monitor and perform search engine optimization on our sites to increase the profile of our sites on major search engines such as Google, Yahoo and Bing.
Our internet advertising network operates under StreamTrack Media. We provide advertisers with products and services to reach consumers online in a highly-focused manner leading to better response rates on advertisements, higher quality leads and the ability to measure the success of each advertising campaign.
RadioLoyalty™, which we own and operate, can provide advertisers a cost effective means to reach its worldwide targeted audience. Through advertising, brands and direct response advertisers can generate both brand awareness and generate leads.
Amped Fantasy is a daily fantasy sports platform. The Company through ampedfantasy.com has entered the rapidly growing daily fantasy sports industry. The Amped Fantasy brand will offer diverse contests to attract fans of all kinds that will help expand the growing industry. The mobile and web offering which is under development will include, but not be limited to free and paid daily, weekly, pick'em, salary cap, flex or customized roster and guaranteed prize or payout contests.
Fantify which is under development, is a fully customizable daily fantasy sports and private label fantasy sports technology platform. Fantify is now offering customized fantasy league games to U.S. based brands, casinos, sports bars, and restaurants. Once venues signup for Fantify and setup a contest, they invite new or existing customers, and award prizes. This can bring many benefits to venues including: increasing sales by involving customers, creating loyalty purchases and visits from new and existing customers, creating a fun environment for customers, reinforcing their brand with targeted marketing, becoming customer's go-to sports venue, and being one of the first venues to offer fantasy sports. Contests are simple enough for the casual sports fan yet deliver the authenticity required to engage even the most seasoned fantasy sports players. Customers simply fill out a roster from the available players and watch live results on their mobile devices as the games are played. It is free to play for customers to win prizes, compete against friends and others, feel closer to the real life game, and all with no season-long commitment.
Through sportsalert.com the Company owns a subscriber based alert system for various sports with over 100,000 registered users. Users can choose whether they want score updates sent to their mobile phone or email, customizable by sport and events.
Intellectual Property
We received rejections to two patent applications with the United States Patent and Trademark Office ("USPTO").
We filed a patent with the United States Patent and Trademark Office. The patent application was filed on July 26, 2012, under application number 13/559,503. The Company received a Final Office Action rejecting the company's claims to U.S. App No.: 13/559,503 - Ads with Media Streams - RAD-0045. The Company planned to submit a response to this rejection and file an appeal, and while the Company believes that its claims are patentable, it choose not to pursue the claims further because it would have been cost prohibitive
In June 2015, the Company received an Office Action where the examiner laid out new grounds of rejection addressed to the new claim language from our previous amendment to U.S. App No.: 12/146,922 - WATCH THIS - RAD-00330. Claims 20, 22-27, 36, and 38-43 were rejected under 35 U.S.C. 103(a) as being unpatentable over US 2006/0089843 filed 10/26/2004 by Flather in view of US 2008/0307454 filed 6/6/08 by Ahanger et al in view of US 2008/0109844 filed 11/2/06 by Baldeschwieler et al. in view of US 2013/0061262 with priority to 1/30/0S, filed by Briggs et al. The Company had until June 19, 2015 to respond to this decision, and while the Company believes that its claims are patentable, it choose not to pursue the claims further because it would have been cost prohibitive.
The Company is exploring alternative options as it relates to the WatchThis brand and technology. While the USPTO has rejected our claims put forth, management believes that the viability of the technology is still feasible. Currently we have stopped development of this product until management identifies all of the options that are available for the business to potentially pursue.
Distribution
The RadioLoyalty™ platform primarily generates listeners from its content provider's websites. It also generates listeners through its station guide on radioloyalty.com as well as syndication of its station guide to third party websites. Through a "listen live" or similar button on content provider's websites and guides, listeners launch the UniversalPlayerTM. In addition to streaming to traditional online computers, we have developed and deployed popular mobile apps for Android phones, and IOS devices including iphones and ipads. We plan to make the RadioLoyalty™ service available on additional devices through partnerships with electronic manufacturers and OEM providers.
Revenue Model
We derive most of our revenues from the sale of advertising. Advertisers buy inventory and lead generation services from us on a CPM, CPL, CPV, CPC and CPA basis. We deploy pre-roll video advertisements to listeners prior to reaching their desired content, and then deploy in-stream video advertisements during our content provider's scheduled commercial breaks using our technology. We further monetize content with display advertising consisting of IAB compliant 300x250 and 728x90 (among other) ad units within the UniversalPlayer™, monetization outside of the player and through our member's area.
There are a number of factors that influence our revenue, that include but are not limited to: (1) our financial funding requirements and ability to operate; (2) the growth and maintenance of our content providers and listeners; (3) the economic conditions of the United States and Worldwide economies; (4) competition from other streaming providers; and (5) advertiser demand for inventory.
Sales and Marketing
We market our products and services primarily through word of mouth and online advertising. We also market them through our internal websites.
We have a sales division dedicated to recruiting advertisers and advertising networks to purchase advertising and leads from us. We also have a team focused on publisher and station guide distribution through our advertising network.
Our content provider onboarding team assists with the recruitment, setup, implementation and optimization of content providers.
Our listener marketing division is in charge of portraying our brand messaging through our players and improving the experience to drive listener hours. Through refer a friend and the social media sharing features in the UniversalPlayer™ viral listeners are generated for us and our content providers providing a tool for growth.
Competition
Competition for Listeners
A number of factors affect how we compete for listening time. These include the demand and accessibility of the content, the quality of the listening experience, advertising perception, brand awareness, and the advertising dollars spent on marketing campaigns. We offer our service at no cost providing unlimited listening to listeners. We also award loyalty points and provide viral incentives to our listeners, which we believe helps grow our listenership. Many of our current and potential future competitors enjoy substantial competitive advantages including greater brand recognition, longer operating histories, larger marketing budgets, as well as greater technical, personal, financial and other resources. We compete for listeners with other content providers, including satellite radio providers such as Sirius XM, terrestrial and online radio providers such as Clear Channel, Slacker, and iHeart, and services such as Pandora that provide personalized content.
While we believe that our service and business model will result in us gaining a larger market share, competition for listeners could result in listeners moving or not coming onto our platform in favor of a competing service. Our ability to operate and grow is dependent on generating additional listeners.
Competition for Content Providers
We face competition from providers of other streaming platforms that offer services and tools to content providers. The content delivery marketplace continues to evolve rapidly providing listeners with a growing number of alternatives and new content delivery platforms.
Our primary competitors include Clear Channel, Cumulus Media, Soundcloud, Spotify, Tunein, Triton Media and Pandora. Unlike our primary competitors, we do not own radio stations and are a technology platform that is not affiliated with or controlled by a major media company or broadcaster. We believe this operating model gives us distinct advantages, including not limited to being liable for the content royalties that these competitors are. We market our platform to content providers that we believe will have desirable listening audiences. Our technology provides these content providers with a way to eliminate broadband streaming expenses and earn increased revenue, while holding the content provider responsible for content royalties.
We believe that the quality, diversity and breadth of our programming and services, coupled with our advertising sales forces and unique monetization model supported by our technology, enable us to compete effectively with other forms of media and content delivery networks. While we believe our platform offers unique advantages over other streaming platforms, content providers may choose not to stream using our platform in favor of other platforms.
Other Media Forms Other providers of content delivery provide content on demand through internet streaming and IP television, such as Hulu, Vemeo, Vevo, or YouTube. We compete for the time and attention of listeners with all other media forms. These content services pose a competitive threat.
Competition for Advertisers
We compete with other content providers for higher advertising rates and a share of our advertising customers' overall marketing budgets. A number of factors impact competition for advertisers including but not limited to: technology capabilities, budgets, pricing structures, the ability to generate successful campaign metrics, return on investment, and targeting abilities. We believe that our video in-stream ad insertion technology gives us a unique advantage. However, securing budget and premium rates from advertisers is intensely competitive and rapidly changing. With new companies entering the market and the introduction of new technologies, we expect competition to increase and potentially have an adverse effect.
Our competitors include:
Other Internet Companies. As web based advertising becomes more popular, the market for online advertising is becoming increasingly competitive. We compete for online advertisers with other internet websites such as Pandora, Spotify, AOL, Slacker, Apple Radio, Facebook, Google, MSN, and Yahoo! These large internet companies with greater brand recognition may have greater funding, more skilled personal, technology and intellectual property advantages, and consequently enjoy significant advantages.
Broadcast Radio. Terrestrial and satellite broadcasting are significant sources of competition for advertising dollars. These providers deliver ads across platforms that may be more familiar to traditional advertisers than the internet or mobile advertising opportunity we offer. Advertisers may not want to migrate advertising dollars to our internet-based platform because of this source of competition.
Television and Print Media Providers. Traditional media companies in television and print such as CBS, ABC and NBC are a source of competition for advertising dollars. These traditional media types present competitive challenges in attracting advertising dollars including larger established audiences, greater operating history, and greater brand recognition.
Competition for Fantasy Sports Players
We compete with other Daily Fantasy Sports companies for users/players. According to the FSTA, Fanduel and DraftKings own 96% of market share. Competing with these large companies with an established footprint may prove to be difficult. These large companies with greater brand recognition may have greater funding, more skilled personal, technology and intellectual property advantages, and consequently enjoy significant advantages.
Government Regulation
As a company conducting business on the internet, we are subject to a number of foreign and domestic laws and regulations relating to consumer protection, information security, data protection and privacy, among other things. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business. In the area of information security and data protection, the laws in several states require companies to implement specific information security controls to protect certain types of information. Likewise, all but a few states have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their information. Any failure on our part to comply with these laws may subject us to significant liabilities.
We are also subject to federal and state laws regarding privacy of listener data. Our privacy policy and terms of use describe our practices concerning the use, transmission and disclosure of listener information and are posted on our website. Any failure to comply with our posted privacy policy or privacy-related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. Further, any failure by us to adequately protect the privacy or security of our listeners' information could result in a loss of confidence in our service among existing and potential listeners, and ultimately, in a loss of listeners and advertising customers, which could adversely affect our business.
We are subject to keeping in compliance with any applicable State and Federal guidelines with our fantasy sports products: AmpedFantasy and Fantify. The Unlawful Internet Gambling Enforcement Act of 2006 (UIGEA) defines fantasy sports as a skill based game and exempted fantasy sports from restrictions on Federal internet gaming restrictions. Laws vary state-to-state. The regulatory environment is changing rapidly and we are keeping informed of the changing landscape. We may be adversely effected in the future by legislation.
Seasonality
Our results may reflect the effects of some seasonal trends in listener behavior due to increased internet usage and sales of media-streaming devices during certain vacation and holiday periods. We may also experience higher advertising sales during the fourth quarter of each calendar year due to greater advertiser demand during the holiday season, and lower advertising sales during the start of quarter's given advertiser demand. Given the rapid growth of new media delivery and new user device adoption, we may see a shift in this pattern in the future.
Employees
As of August 31, 2015, we had 2 employees.
Corporate and Available Information
We were incorporated as a Wyoming corporation on May 6, 2008. Our principal executive offices are located at 345 Chapala Street, Santa Barbara, California 93101 and our telephone number is (805) 308-9151. Our website is located at www.streamtrack.com.
We have an August 31 fiscal year end. Accordingly, in this Annual Report on Form 10-K, all references to a fiscal year refer to the 12 months ended August 31 of such year, and references to the first, second, third and fourth fiscal quarters refer to the three months ended November 30, February 28, May 31 and August 31, respectively.
We file reports with the Securities and Exchange Commission ("SEC"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any other filings required by the SEC. We make available on our Investor Relations website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http:// www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
Not required for smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not required for smaller reporting companies.
ITEM 2. PROPERTIES
Our principal executive offices are located in Santa Barbara, California in a 4,154 square-foot facility, under three operating leases, each of which expire on May 15, 2016.
We believe that our current facilities are adequate to meet our customers' needs for the near future and that suitable additional or alternative space will be available on commercially reasonable terms to accommodate our foreseeable future operations.
ITEM 3. LEGAL PROCEEDINGS
We may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at this time we consider material to our business or financial condition.
ITEM 4. MINE SAFETY DISLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Our common stock is traded on the OTC Pink market under the symbol "STTK.", and previously was quoted on the OTCQB. The following table sets forth the range of high and low sales prices of our common stock of our common stock for the periods indicated,. These prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.
| | High | | | Low | |
Fiscal Year Ended August 31, 2015 | | | | | | |
First quarter (September 1, 2014 – November 30, 2014) | | $ | 0.002 | | | $ | 0.0002 | |
Second quarter (December 1, 2014 – February 28, 2015) | | $ | 0.0027 | | | $ | 0.0001 | |
Third quarter (March 1, 2015 – May 31, 2015) | | $ | 0.0007 | | | $ | 0.0001 | |
Fourth quarter (June 1, 2015 – August 31, 2015) | | $ | 0.0001 | | | $ | 0.0001 | |
| | | | | | | | |
| | High | | | Low | |
Fiscal Year Ended August 31, 2014 | | | | | | | | |
First quarter (September 1, 2013 – November 30, 2013) | | $ | 0.142 | | | $ | 0.03 | |
Second quarter (December 1, 2013 – February 28, 2014) | | $ | 0.03 | | | $ | 0.007 | |
Third quarter (March 1, 2014 – May 31, 2014) | | $ | 0.005 | | | $ | 0.006 | |
Fourth quarter (June 1, 2014 – August 31, 2014) | | $ | 0.006 | | | $ | 0.0017 | |
As of August 31, 2015, there were approximately 25 holders of record of our common stock. The number of beneficial stockholders is substantially greater than the number of holders of record because a large portion of our common stock is held through brokerage firms.
Dividend Policy
We have not declared or paid any cash dividends on our common stock and currently do not anticipate paying any cash dividends in the foreseeable future. Instead, we intend to retain all available funds and any future earnings for us in the operation and expansion of our business. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on our future earnings, capital requirements, financial condition, future prospects, and applicable Wyoming law.
Equity Compensation Plan Information
The Company adopted a plan under Form S-8 Registration Statement filed with the Securities and Exchange Commission SEC file 333-177311.
Recent Sales of Unregistered Securities
The following is a list of the issuance of securities by us during the fiscal year ending August 31, 2015 in transactions exempt from registration that were not previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, the proceeds of which were generally used for working capital:
Number of | | Dollar Amount/Value | | Services Or Other | | | | Exemption from |
Shares | | of Consideration | | Consideration | | Date of Sale | | Registration |
| | | | | | | | |
| | | | | | | | Rule 506 |
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including but not limited to those discussed below and elsewhere in this report, particularly in the section entitled "Special Note Regarding Forward-Looking Statements and Industry Data".
Cautionary Statements
This Form 10-K contains financial projections and other "forward-looking statements," as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others, statements concerning the potential for revenues and expenses and other matters that are not historical facts. These statements may be made expressly in this Form 10-K. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," or similar expressions used in this Form 10-K. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following:
| (a) | volatility or decline of our stock price; |
| (b) | potential fluctuation in quarterly results; |
| (c) | our failure to earn revenues or profits; |
| (d) | inadequate capital to continue the business and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans; |
| (e) | failure to commercialize our technology or to make sales; |
| (f) | changes in demand for our products and services; |
| (g) | rapid and significant changes in markets; |
| (h) | litigation with or legal claims and allegations by outside parties, causing us to incur substantial losses and expenses; |
| (i) | insufficient revenues to cover operating costs; and |
| (j) | dilution in the ownership of the Company through the issuance by us of additional securities and the conversion of outstanding warrants, notes and other securities. |
Opportunities, Challenges and Risks
Advertising revenue constitutes the majority of our total revenue, representing 96% and 96% of total revenue for the years ended August 31, 2015 and 2014, respectively. We deliver content on mobile devices through our RadioLoyalty™ app but we do not currently generate significant mobile advertising revenues. Management believes that mobile advertising represents an opportunity for the Company in the next coming years and on an ongoing basis. We streamed content to our listeners for over 9.9 million hours during the fiscal year ended August 31, 2015. A total of 95.9% of these listener hours were generated by listeners through our web-based Universal Player™, with the remainder of listener hours delivered on tablet computers, smartphones and other mobile devices. Management expects the mobile advertising market will grow at substantial rates in the coming years. However, many challenges exist in this market. We believe these challenges will be solved primarily with new technologies. We believe our current technologies and other technology under development will solve some of these challenges. By solving these challenges we will be able to monetize our mobile listenership. From September 1, 2013 to August 31, 2014 we had 658,455 listening hours streamed through mobile devices. From September 1, 2014 to August 31, 2015 we had 406,078 hours streamed through mobile devices. Due to the inability of Apple's IOS devices to run flash, and the different technical frameworks that run mobile devices versus online desktop devices, serving ads inside of mobile devices involves other complexities from a technical perspective as compared to serving ads inside of our desktop UniversalPlayer™. We are currently unable to utilize our video in-stream technology inside of our current Apps. However, depending upon the availability of capital, we will invest in the development of our video in-stream technology in the mobile format.
Key Metrics:
We track listener hours because it is the best key indicator of the growth of our RadioLoyalty™ business. Revenues from advertising through our RadioLoyalty™ Platform represented substantially all of revenues for the year ended August 31, 2015. We also track the number of registered users on our RadioLoyalty™ web-based product as well as the RadioLoyalty™ app as indicators of the size and quality of our audience, which are particularly important to potential advertisers. We plan to expand our internet product portfolio in the year ending August 31, 2016. Once these products are launched we will determine key indicators of growth for those products.
We calculate actual listener hours using our internal analytics systems. Some of our competitors do not always calculate their listener hours in the same way we do. As a result, their stated listener hours may not represent a truly comparable figure.
Player launches are defined as the number of individual times the UniversalPlayer™ was launched. The UniversalPlayer™ is launched by users who want to access internet radio content. The majority of users click from a "Listen Live" button on our broadcast partner's websites, or through our station guide at http://radioloyalty.com/station-guide/index.php or our publisher sites. We also work with Internet radio guides such as TuneIn.com. Users can click on stations that broadcast with us to listen to content, which launches the UniversalPlayer™. Registered users have signed up to earn loyalty points, whereas all users have not signed up to earn loyalty points. Users do not have to be registered to launch the UniversalPlayer™. The UniversalPlayer™ needs to be launched with each successive use by users, and not only the first time users listen to content.
Registered users are defined as the users who have signed up for an account with us in order to access our broadcasters' content and to earn loyalty points. The number of registered users may overstate the number of actual unique individuals who have signed up for an account with us in order to earn loyalty points, as an individual may register for, and use, multiple accounts under unique brands or private labels. We calculate this by the number of submissions we receive from users signing up for our loyalty service.
Stations are defined as the total of all stations created by our Broadcasters. A single broadcaster may create many stations and these stations may be active or inactive.
Listener hours are calculated as follows. When the UniversalPlayerTM is launched a session is created - this is considered the listener's start time. At one minute following the launch of the UniversalPlayerTM, we record that as 1 minute of listening time. If a session lasts between 1 and 59 seconds, we record that as 30 seconds of listening time. At ten-minute intervals following the session being created, we count each 10 minute period as listening time. So for example, if a user launched the UniversalPlayer TM at 11:00am, we will recognize 1 minute of listening time at 11:01, then 10 minutes of listening time at 11:10, 20 minutes at 11:20, etc.
The last event we see for the user is considered the end of their session. Events are user interactions such as a 10 minute interval, clicking song like/dislike, sharing what they are listening to, checking the news through our news app in the player, etc. We then take that time minus the time the session started to determine how long the session is. So for example, if a user launched the UniversalPlayer TM at 11am, and liked a song at 11:07am, but exited the player at 11:09am, we would recognize that as 7 minutes of listening.
The tables below set forth our listener hours for the year ended August 31, 2015, our player launches, and our registered users as of August 31, 2015.
Listener hours (in millions) | | | 9.9 | |
Player launches (in millions) | | | 23.2 | |
Registered users (in thousands) | | | 174.0 | |
The tables below set forth our listener hours for the year ended August 31, 2014, our player launches, and our registered users as of August 31, 2014.
Listener hours (in millions) | | | 13.3 | |
Player launches (in millions) | | | 38 | |
Registered users (in thousands) | | | 147.6 | |
For the fiscal year ended August 31, 2015 we streamed over 9.9 million hours of content and had over 23 million launches of our UniversalPlayerTM. For the fiscal year ended August 31, 2014 we streamed over 13.3 million hours of content and had over 38 million launches of our UniversalPlayerTM.
Results of Operations for the Year Ended August 31, 2015 as Compared to the Year Ended August 31, 2014
The following tables present our results of operations for the periods indicated and as a percentage of total revenue. The period-to-period comparisons of results are not necessarily indicative of results for future periods.
| | For the Years Ended August 31, | |
| | 2015 | | | 2014 | |
Revenue | | | | | | |
Advertising | | | 96 | % | | | 96 | % |
Services | | | 5 | | | | 2 | |
Total revenue | | | 100 | | | | 100 | |
Costs of revenues | | | | | | | | |
Media network | | | 36 | | | | 25 | |
Depreciation | | | 8 | | | | 19 | |
Colocation hosting services | | | 16 | | | | 10 | |
Broadcaster fees | | | 11 | | | | 9 | |
Other costs of sales | | | 1 | | | | 10 | |
Total costs of revenues | | | 72 | | | | 73 | |
Gross profit | | | 28 | | | | 27 | |
Operating expenses | | | | | | | | |
Consulting fees | | | - | | | | 2 | |
Professional fees | | | - | | | | 9 | |
Product development | | | 2 | | | | 3 | |
Marketing and sales | | | 11 | | | | 8 | |
Rents | | | - | | | | 10 | |
Officer compensation | | | 9 | | | | 20 | |
Bad debts | | | 19 | | | | (1 | ) |
Other expenses | | | 100 | | | | 14 | |
Total operating expenses | | | 141 | | | | 65 | |
Loss from continuing operations | | | (113 | ) | | | (38 | ) |
Other expenses | | | | | | | | |
Other income (expense) | | | (5 | ) | | | 1 | |
Interest expense | | | (120 | ) | | | (33 | ) |
Loss on extinguishment | | | (11 | ) | | | (83 | ) |
Loss on settlements | | | (169 | ) | | | - | |
Change in fair value of derivative | | | 49 | | | | 86 | |
Total other expenses | | | (256 | ) | | | (29 | ) |
Loss before provision for income taxes | | | (369 | ) | | | (67 | ) |
Provision for income taxes | | | - | | | | - | |
Net loss | | | (369 | ) | | | (67 | ) |
Comparison of the Years Ended August 31, 2015 and 2014
Revenue | | For the Years Ended August 31, | |
| | 2015 | | | 2014 | |
Revenue | | | | | | |
Advertising | | | | | | |
Video | | $ | 371,836 | | | | 829,018 | |
Display | | | 517,171 | | | | 799,984 | |
Lead generation | | | - | | | | - | |
Other | | | 6,400 | | | | 67,956 | |
Total | | | 895,407 | | | | 1,696,958 | |
Services | | | 35,750 | | | | 33,000 | |
Total revenue | | $ | 931,157 | | | $ | 1,729,958 | |
Revenues for the year ended August 31, 2015 totaled $931,157 compared to $1,729,958 for the year ended August 31, 2014, a decrease of $798,801 or 46%. Revenues decreased as listening hours and cost of sales went down. We attribute the decline due to a number of factors including the reduction of broadcasters and media network partner production. We generated substantial revenues from video, audio and display advertising placements utilizing our RadioLoyaltyTM Platform and the listenership from over 5,000 of our radio stations.
Costs of Revenue | | For the Years Ended August 31, | |
| | 2015 | | | 2014 | |
Costs of revenues | | | | | | |
Media network | | $ | 335,452 | | | $ | 439,282 | |
Depreciation | | | 77,986 | | | | 329,184 | |
Colocation hosting services | | | 145,556 | | | | 168,796 | |
Broadcaster fees | | | 105,889 | | | | 147,116 | |
Other | | | 2,858 | | | | 175,788 | |
Total costs of revenue | | $ | 667,741 | | | $ | 1,260,166 | |
Costs of revenues for the year ended August 31, 2015 totaled $667,741 compared to $1,260,166 for the year ended August 31, 2014, a decrease of $592,425 or 47%. We incurred substantial media network costs associated with the distribution of our content across a variety of advertising networks. Our costs of distributing our content will proportionally decrease dramatically as we reach scale. Amortization of the software that powers the Platform accounted for the majority of the depreciation recorded during 2014. In order to operate the RadioLoyaltyTM online broadcasting platform, RadioLoyaltyTM mobile and tablet apps and our ad-serving technologies, we require substantial computing power, hosting and streaming hosting. We operate a technology center at our offices in Santa Barbara, California but also utilized a contracted facility in Los Angeles, California, to support our operations and ensure our systems and content delivery maintain our service level agreements for part of the year. The other part of the year we transitioned from this data center to utilizing ASW's cloud. We refer to these costs as colocation services. Our advertising sales arrangements with over 5,000 RadioLoyaltyTM stations facilitate us paying the broadcasters a monthly revenue sharing fee or license fee in exchange for advertising inventory around their content and listenership. We refer to these costs as broadcaster commissions in the event that we purchase the ad inventory. Other costs of sales include depreciation associated with the computer servers at our two colocation facilities, streaming costs, adserving costs, and various application technologies that support our primary product offerings.
Operating Expenses | | For the Years Ended August 31, | |
| | 2015 | | | 2014 | |
Operating expenses | | | | | | |
Consulting fees | | $ | 101,948 | | | | 33,283 | |
Professional fees | | | 190,442 | | | | 157,463 | |
Product development | | | 20,568 | | | | 49,190 | |
Marketing and sales | | | 103,123 | | | | 144,214 | |
Rents | | | 150,125 | | | | 172,604 | |
Officer compensation | | | 79,424 | | | | 352,100 | |
Bad debt | | | 181,500 | | | | (8,785 | ) |
Other | | | 493,006 | | | | 227,642 | |
Total operating expenses | | $ | 1,320,136 | | | $ | 1,127,711 | |
Operating expenses for the year ended August 31, 2015 totaled $1,320,136 compared to $1,127,711 for the year ended August 31, 2014, an increase of $192,425 or 17%. We have a broad-based business strategy to acquire more broadcasters directly, enter into joint ventures, revenue sharing arrangements or similar contracts with internet radio station guides (aggregators), and consider mergers and acquisition targets on an ongoing basis. Product development costs were associated with continuing improvements to the software and related infrastructure for our primary product offering as well as development work on our online product portfolio including the Robot Fruit, StreamTrak, Amped Fantasy, Fantify, SportsAlert and mobile technology. We expect these costs to increase in the current fiscal year. Marketing and sales costs included compensation for our sales staff and various internet marketing-related costs. Rents were primarily related to three leases we are obligated under for our Santa Barbara, California office. Officer compensation related to a variety of accruals to the two primary executives that operate our business. During the current fiscal year, we collected on receivables in which had been fully reserved in the prior year. Other operating costs include telecom, depreciation, utilities, travel and entertainment and various other costs of doing business.
Other Income (Expense) | | For the Years Ended August 31, | |
| | 2015 | | | 2014 | |
| | | | | | |
Other income (expense) | | | | | | |
Other income | | $ | (89,501 | ) | | $ | 21,406 | |
Interest expense | | | (1,116,227 | ) | | | (572,953 | ) |
Loss on extinguishment | | | (99,062 | ) | | | (1,439,044 | ) |
Loss on settlements | | | (1,574,848 | ) | | | - | |
Change in fair value of derivative | | | 454,674 | | | | 1,487,448 | |
Total other expenses | | $ | (2,424,964 | ) | | $ | (503,143 | ) |
Other expenses for the year ended August 31, 2015 totaled $2,424,964 compared to $503,143 for the year ended August 31, 2014, an increase of $1,921,821 or 392%. We incurred interest expense calculated on our convertible promissory notes and fees charged by the provider of our factoring line of credit. We also recorded the accretion of various debt discounts associated with our convertible promissory notes. Debt discounts recorded during the years ended August 31, 2015 and 2014 represented the beneficial conversion feature, warrants to purchase stock, and derivative liability associated with the convertible promissory notes. The original value of the derivative liability was recorded as a debt discount. As a result of the derivative classification, the debt discount had to be re-measured as of the reporting date. The re-measurement and day one losses resulted in a net (increase) decrease to the derivative liability of $454,674 and $1,487,448 for the years ended August 31, 2015 and 2014, respectively.
Provision for Income Taxes
We did not generate profits for the years ended August 31, 2015 and 2014. As a result, no provision for income taxes was recorded.
Net Loss Attributable to Common Shareholders | | For the Years Ended August 31, | |
| | 2015 | | | 2014 | |
Net (loss) attributable to common shareholders | | | | | | |
Net loss | | $ | (3,481,684 | ) | | $ | (1,161,062 | ) |
Deemed dividends | | | - | | | | - | |
Net loss attributable to common shareholders | | $ | (3,481,684 | ) | | $ | (1,161,062 | ) |
We generated a net loss of $3,481,684 for the year ended August 31, 2015 compared to $1,161,062 for the year ended August 31, 2014, a decrease of $2,320,622 or 200% for the reasons set forth above.
Liquidity and Capital Resources
As of August 31, 2015 we had cash totaling $7,909, which consisted of cash funds held at major financial institutions. We had net a working capital deficit of $3,684,949 as of August 31, 2015, compared to a net working capital deficit of $3,422,944 as of August 31, 2014. Our principal uses of cash during the fiscal year ending August 31, 2015 were funding our operations as described below.
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, 2015, the Company recorded a net loss of $3,481,684 and had negative working capital as of August 31, 2015 of $3,684,949. The net loss and negative working capital indicates 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, 2016, the Company is obligated to make payments on certain operating leases, convertible debts, and a capital lease, among others of $108,315, $957,442, and $54,704, respectively. Normal operating costs are also significant and include 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. Since inception and through August 31, 2015, the Company has successfully raised a significant amount of capital. Additionally, the Company anticipates launching several new product offerings in the second quarter of its fiscal year ending August 31, 2016 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 or sustain its cash flow, 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.
Working Capital Related Party Financing
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.
Our Indebtedness
As of August 31, 2015, we had issued a total of $1,058,530 in current convertible promissory notes and $490,287 in long term convertible promissory notes that remained outstanding. We also owe significant balances under a line of credit and a lease agreement for computer servers, and significant balances are owed to the two primary executives that operate our business.
As of August 31, 2015, the conversion price of a total of $655,748 of the Company's convertible notes and accrued interest is based upon discounts ranging from 10-50% to the then-prevailing price of the Company's common stock. As a result, the lower the stock price at the time the investor converts the notes, the more common shares the investor will receive.
To the extent the investor converts the notes and then sells its common stock, the common stock may decrease due to the additional shares in the market. This could allow the investor to receive greater amounts of common stock upon conversion. The sale of each share of common stock further depresses the stock price.
Due to the floating conversion price of the notes, the Company does not know the exact number of shares that the investor would be issued upon conversion. As of August 31, 2015, if the investor elected to convert the notes to common shares, the investor would have been issued approximately 10,297,019,014 shares of the Company's common stock. If the investor had made an election to convert the notes as of August 31, 2015, this issuance would have represented approximately 303% of the issued and outstanding common stock as of August 31, 2015.
The shares issuable upon conversion of the notes may result in substantial dilution to the interests of the Company's other shareholders. In this regard, even though the investor may not hold shares amounting to more than 9.99% of the outstanding shares at one time, this restriction does not prevent the investor from selling some of its holdings and then receiving additional shares. In this way, the investor could sell more than 9.99% limit while never holding more than the limit.
Line of Credit
On April 11, 2013, the Company closed a non-dilutive line of credit financing for $250,000 with an institutional fund. Subsequently, on March 31, 2015 the institutional fund has increased the Company's line of credit to $546,000.
Capital Expenditures
Based on current estimates, we believe that our anticipated capital expenditures will be adequate to implement our current plans.
Historical Trends
The following table summarizes our cash flow data for the years ended August 31, 2015 and 2014.
| | Fiscal Year Ended August 31, | |
| | 2015 | | | 2014 | |
| | | | | | |
Net cash provided by (used in) operating activities of continuing operations | | $ | (338,314 | ) | | $ | 75,337 | |
Net cash used in investing activities of continuing operations | | | (378,748 | ) | | | (441,357 | ) |
Net cash provided by financing activities of continuing operations | | | 698,381 | | | | 384,630 | |
Cash flow provided by operating activities totaled ($338,314) for the year ended August 31, 2015, compared to $75,337 used in operations for the year ended August 31, 2014. Operating cash flow was positive during the year ended August 31, 2014 due to our reduction of costs in operations and the increase in accounts payable and amounts to our officers. However, the Company is still in the beginning stages of our operations and are continuing the expansion of our advertising within the RadioLoyalty™ Platform.
Cash flow used in investing activities was $378,748 for the year ended August 31, 2015, as compared to $441,357 used in the year ended August 31, 2014. During fiscal 2015, we capitalized costs in connection with various products in which were are currently developing and have launched or are expecting to launch within fiscal 2016 or beyond.
Cash flow provided by financing activities were $698,381 for the year ended August 31, 2015, compared to $384,630 provided by for the year ended August 31, 2014. We raised substantial capital to fund operations through the issuance of convertible promissory notes during the years ended August 31, 2015 and 2014.
Off-Balance Sheet Arrangements
As of August 31, 2015 and 2014, we did not have any off-balance sheet arrangements.
Quarterly Trends
Our operating results fluctuate from quarter to quarter as a result of a variety of factors. We expect our operating results to continue to fluctuate in future quarters.
Our results may reflect the effects of some seasonal trends in listener behavior due to increased internet usage and sales of media-streaming devices during vacation and holiday periods. We may experience higher advertising sales during the fourth quarter of each calendar year due to greater advertiser demand during the holiday season and lower advertising sales during the first quarter of each calendar year results from a generally decreased advertising demand. While we believe these seasonal trends have affected and will continue to affect our operating results, our lack of operating history provides for less insight into the effect of these factors. We believe that our business may become more seasonal in the future. Seasonal variations in listener behavior may result in fluctuations in our financial results.
In addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints, buying patterns and a variety of other factors. Many of these market conditions are not possible for us to control.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
We believe that the assumptions and estimates associated with our revenue recognition, costs of revenues, stock based compensation and accounting for income taxes have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
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. In some events, smaller advertisers are reported as gross revenue with an expense recorded against the revenue.
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.
Cost of Revenue
Cost of revenue consists of the revenue-sharing amounts paid to broadcasters and publishers who provide us with their content and listenership, infrastructure costs related to content streaming, costs related to creating and serving advertisements as well as third party ad serving technology providers. 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.
Stock-Based Compensation
Stock-based payments made to 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.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for a smaller reporting company.
ITEM 8. FINANCIAL STATEMENTS
STREAMTRACK, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| | Page No. | |
| | | | |
Report of Independent Registered Public Accounting Firm | | | F-1 | |
| | | | |
Consolidated Balance Sheets as of August 31, 2015 and 2014 | | | F-2 | |
| | | | |
Consolidated Statements of Operations for the fiscal years ended August 31, 2015 and 2014 | | | F-3 | |
| | | | |
Consolidated Statements of Stockholders' Deficit for the fiscal years ended August 31, 2015 and 2014 | | | F-4 | |
| | | | |
Consolidated Statements of Cash Flows for the years ended August 31, 2015 and 2014 | | | F-5 | |
| | | | |
Notes to Consolidated Financial Statements | | | F-6 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders StreamTrack, Inc.
We have audited the accompanying consolidated balance sheets ofStreamTrack, Inc. as of August 31, 2015 and 2014 and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended. StreamTrack, Inc.'s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of StreamTrack, Inc. as of August 31, 2015 and 2014, the results of their operations, and their cash flows, for the years ended August 31, 2015 and 2014, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note (1) to the consolidated financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note (1). The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
/s/ KLJ & Associates, LLP
KLJ & Associates, LLP
Edina, MN
December 15, 2015
StreamTrack, Inc.
Consolidated Balance Sheets
| | As of August 31, 2015 | | | As of August 31, 2014 | |
Assets: | | | | | | |
Current assets | | | | | | |
Cash | | $ | 7,909 | | | $ | 26,590 | |
Accounts receivable, net of allowances of $6,000 and $6,000, respectively | | | 114,253 | | | | 314,731 | |
Prepaid expenses | | | 2,196 | | | | 16,858 | |
Other current assets | | | - | | | | 10,150 | |
Total current assets | | | 124,358 | | | | 368,329 | |
Property and equipment, net | | | 660,973 | | | | 499,315 | |
Other assets | | | | | | | | |
Notes receivable | | | - | | | | 171,000 | |
Other assets | | | 56,613 | | | | 45,853 | |
Total other assets | | | 56,613 | | | | 216,853 | |
Total assets | | $ | 841,944 | | | $ | 1,084,497 | |
| | | | | | | | |
Liabilities and Stockholders' Deficit | | | | | | | | |
Current liabilities | | | | | | | | |
Account payable and accrued expenses | | $ | 1,147,249 | | | $ | 1,109,456 | |
Line of credit | | | 610,950 | | | | 532,305 | |
Derivative liabilities embedded within convertible notes payable | | | 898,856 | | | | 1,022,350 | |
Capital lease payable - in default | | | 54,704 | | | | 63,704 | |
Related party payables | | | 159,660 | | | | 8,062 | |
Convertible notes payable, net of discount of $19,794 and $79,328, respectively | | | 739,798 | | | | 745,445 | |
Related party convertible notes payable, net of discount of $0 and $15,046, respectively | | | 197,850 | | | | 309,951 | |
Total current liabilities | | | 3,809,067 | | | | 3,791,273 | |
Long term liabilities | | | | | | | | |
Convertible notes payable, net of discount of $155,249 and $0, respectively | | | 115,907 | | | | 10,000 | |
Related party convertible notes payable, net of discount of $442,744 and $0, respectively | | | 428,370 | | | | 85,134 | |
Related party payables | | | - | | | | 626,864 | |
Total long term liabilities | | | 544,277 | | | | 721,998 | |
Total liabilities | | | 4,353,344 | | | | 4,513,271 | |
| | | | | | | | |
Series C preferred stock; $0.0001 par value; 20,000 shares authorized; 11,800 shares issued and outstanding as of August 31, 2015 | | | 1,770,000 | | | | - | |
| | | | | | | | |
Commitments and contingencies (Note 5) | | | | | | | | |
Stockholders' Deficit: | | | | | | | | |
Series A preferred stock; $0.0001 par value; 100 shares authorized; 0 shares issued and outstanding as of August 31, 2015 and 2014 | | | - | | | | - | |
Series B preferred stock; $0.0001 par value; 200,000 shares authorized; 200,000 shares issued and outstanding as of August 31, 2015 and 2014 | | | 20 | | | | 20 | |
Common stock, $0.0001 par value; Unlimited shares authorized at August 31, 2015; 1,000,000,000 shares authorized at August 31, 2014; 3,403,519,796 shares issued and outstanding at August 31, 2015; 202,247,023 shares issued and 184,786,023 shares outstanding as of August 31, 2014 | | | 340,352 | | | | 18,479 | |
Additional paid-in capital | | | 3,341,837 | | | | 2,109,652 | |
Common stock to be issued | | | 75,000 | | | | - | |
Accumulated deficit | | | (9,038,609 | ) | | | (5,556,925 | ) |
Total stockholders' deficit | | | (5,281,400 | ) | | | (3,428,774 | ) |
Total liabilities and stockholders' deficit | | $ | 841,944 | | | $ | 1,084,497 | |
The accompanying notes are an integral part of the consolidated financial statements.
StreamTrack, Inc.
Consolidated Statements of Operations
| | For the Year Ended August 31, 2015 | | | For the Year Ended August 31, 2014 | |
Revenues: | | | | | | |
Advertising | | $ | 895,407 | | | $ | 1,696,958 | |
Services | | | 35,750 | | | | 33,000 | |
Total revenues | | | 931,157 | | | | 1,729,958 | |
| | | | | | | | |
Costs of revenues: | | | | | | | | |
Media network | | | 335,452 | | | | 439,282 | |
Depreciation and amortization | | | 77,986 | | | | 329,184 | |
Colocation services | | | 145,556 | | | | 168,796 | |
Broadcaster commissions | | | 105,889 | | | | 147,116 | |
Other costs | | | 2,858 | | | | 175,788 | |
Total costs of revenues | | | 667,741 | | | | 1,260,166 | |
| | | | | | | | |
Gross profit | | | 263,416 | | | | 469,792 | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
Consulting fees | | | 101,948 | | | | 33,283 | |
Professional fees | | | 190,442 | | | | 157,463 | |
Product development | | | 20,568 | | | | 49,190 | |
Officer compensation | | | 79,424 | | | | 352,100 | |
Rents | | | 150,125 | | | | 172,604 | |
Sales and marketing (including stock compensation of $0 and $8,262, respectively) | | | 103,123 | | | | 144,214 | |
Bad debts | | | 181,500 | | | | (8,785 | ) |
Other expenses | | | 493,006 | | | | 227,642 | |
Total operating expenses | | | 1,320,136 | | | | 1,127,711 | |
| | | | | | | | |
Loss from operations | | | (1,056,720 | ) | | | (657,919 | ) |
| | | | | | | | |
Other income (expense): | | | | | | | | |
Other income (expense) | | | (89,501 | ) | | | 21,406 | |
Interest expense (including accretion of debt discount of $761,356 and $246,336, respectively) | | | (1,116,227 | ) | | | (572,953 | ) |
Loss on extinguishment | | | (99,062 | ) | | | (1,439,044 | ) |
Loss on settlements | | | (1,574,848 | ) | | | - | |
Change in fair value of derivatives | | | 454,674 | | | | 1,487,448 | |
Total other income (expense) | | | (2,424,964 | ) | | | (503,143 | ) |
| | | | | | | | |
Loss before provision for income taxes | | | (3,481,684 | ) | | | (1,161,062 | ) |
| | | | | | | | |
Provision for income taxes | | | - | | | | - | |
| | | | | | | | |
Net loss | | $ | (3,481,684 | ) | | $ | (1,161,062 | ) |
| | | | | | | | |
Basic and diluted net loss per common share attributable to common stockholders | | $ | (0.00 | ) | | $ | (0.02 | ) |
Weighted-average number of shares used in computing basic and diluted per share amounts | | | 2,132,566,242 | | | | 63,688,587 | |
The accompanying notes are an integral part of the consolidated financial statements.
StreamTrack, Inc.
Consolidated Statements of Stockholders' Deficit
| | Preferred Stock | | | Common Stock | | | Additional | | | Stock | | | Common | | | | | | | |
| | Shares | | | Par | | | Shares | | | Par | | | Paid in | | | Based | | | Stock | | | Accumulated | | | | |
| | Issued | | | $ 0.0001 | | | Issued | | | $ 0.0001 | | | Capital | | | Compensation | | | to be Issued | | | Deficit | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, August 31, 2013 | | | - | | | | - | | | | 17,045,823 | | | | 1,705 | | | | 1,223,508 | | | | (8,262 | ) | | | - | | | | (4,395,863 | ) | | | (3,178,912 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued on debt conversion | | | - | | | | - | | | | 92,767,449 | | | | 9,277 | | | | 249,369 | | | | - | | | | - | | | | - | | | | 258,646 | |
Series B preferred stock issued for related party liabilities | | | 200,000 | | | | 20 | | | | - | | | | - | | | | 199,980 | | | | - | | | | - | | | | - | | | | 200,000 | |
Common stock for services | | | - | | | | - | | | | 133,751 | | | | 13 | | | | (3,495 | ) | | | - | | | | - | | | | - | | | | (3,482 | ) |
Discount on convertible debt | | | - | | | | - | | | | - | | | | - | | | | 22,895 | | | | - | | | | - | | | | - | | | | 22,895 | |
Common stock for settlement of accounts payable | | | - | | | | - | | | | 7,750,000 | | | | 775 | | | | 57,725 | | | | - | | | | - | | | | - | | | | 58,500 | |
Common stock for acquisition of assets | | | - | | | | - | | | | 850,000 | | | | 85 | | | | 42,415 | | | | - | | | | - | | | | - | | | | 42,500 | |
Common stock for ASC settlement | | | - | | | | - | | | | 66,239,000 | | | | 6,624 | | | | 317,255 | | | | - | | | | - | | | | - | | | | 323,879 | |
Amortization of stock based compensation | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,262 | | | | - | | | | - | | | | 8,262 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (1,161,062 | ) | | | (1,161,062 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, August 31, 2014 | | | 200,000 | | | | 20 | | | | 184,786,023 | | | | 18,479 | | | | 2,109,652 | | | | - | | | | - | | | | (5,556,925 | ) | | | (3,428,774 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued on debt conversion | | | - | | | | - | | | | 2,457,488,988 | | | | 245,749 | | | | 60,429 | | | | - | | | | - | | | | - | | | | 306,178 | |
Common stock issued for true up on debt conversion | | | - | | | | - | | | | 87,288,889 | | | | 8,729 | | | | 4,116 | | | | - | | | | - | | | | - | | | | 12,845 | |
Proceeds to be satisfied with common stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 75,000 | | | | - | | | | 75,000 | |
Discount on convertible debt | | | - | | | | - | | | | - | | | | - | | | | 963,614 | | | | - | | | | - | | | | - | | | | 963,614 | |
Common stock for settlement of accounts payable | | | - | | | | - | | | | 101,962,896 | | | | 10,196 | | | | - | | | | - | | | | - | | | | - | | | | 10,196 | |
Common stock issued in connection with debt exchange | | | - | | | | - | | | | 10,000,000 | | | | 1,000 | | | | 6,000 | | | | - | | | | - | | | | - | | | | 7,000 | |
Common stock for ASC settlement | | | - | | | | - | | | | 336,993,000 | | | | 33,699 | | | | 198,026 | | | | - | | | | - | | | | - | | | | 231,725 | |
Conversions of Series C preferred stock | | | - | | | | - | | | | 225,000,000 | | | | 22,500 | | | | - | | | | - | | | | - | | | | - | | | | 22,500 | |
Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,481,684 | ) | | | (3,481,684 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, August 31, 2015 | | | 200,000 | | | $ | 20 | | | | 3,403,519,796 | | | $ | 340,352 | | | $ | 3,341,837 | | | $ | - | | | $ | 75,000 | | | $ | (9,038,609 | ) | | $ | (5,281,400 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
StreamTrack, Inc.
Consolidated Statements of Cash Flows
| | For the Year Ended August 31, 2015 | | | For the Year Ended August 31, 2014 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net loss | | $ | (3,481,684 | ) | | $ | (1,161,062 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Bad debt expense | | | 181,500 | | | | - | |
Depreciation and amortization | | | 326,330 | | | | 376,384 | |
Re-measurement of derivative liabilities | | | (454,674 | ) | | | (1,487,448 | ) |
Accretion of debt discount | | | 761,356 | | | | 246,336 | |
Stock issued for services and finance fees | | | 10,134 | | | | 25,780 | |
Amortization of finance fees | | | 12,844 | | | | 28,750 | |
Loss on settlements | | | 1,574,848 | | | | - | |
Loss on extinguishment of debt | | | 101,562 | | | | 1,439,044 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 200,478 | | | | 59,240 | |
Prepaid expenses | | | 14,662 | | | | 10,468 | |
Note receivable | | | (10,500 | ) | | | (10,500 | ) |
Other current assets | | | 10,150 | | | | (10,150 | ) |
Accounts payable and accrued expenses | | | 262,842 | | | | 192,274 | |
Related party accrued liabilities | | | 151,838 | | | | 366,221 | |
Net cash used in operating activities | | | (338,314 | ) | | | 75,337 | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Purchase of property and equipment | | | (487,988 | ) | | | (433,066 | ) |
Other assets | | | 109,240 | | | | (8,291 | ) |
Net cash used in investing activities | | | (378,748 | ) | | | (441,357 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from issuance of convertible promissory notes | | | 181,459 | | | | 315,000 | |
Payments on related party notes payable | | | (89,284 | ) | | | (114,866 | ) |
Proceeds from line of credit | | | 78,645 | | | | 124,975 | |
Payments on capital lease | | | (9,000 | ) | | | (27,000 | ) |
Proceeds from issuance of convertible promissory notes - related parties | | | 402,250 | | | | - | |
Fees paid to ASC under settlement | | | 59,311 | | | | 86,521 | |
Proceeds from sale of common stock / common stock to be issued | | | 75,000 | | | | - | |
Net cash provided by financing activities | | | 698,381 | | | | 384,630 | |
| | | | | | | | |
Change in cash and cash equivalents | | | (18,681 | ) | | | 18,610 | |
Cash and cash equivalents, beginning of period | | | 26,590 | | | | 7,980 | |
Cash and cash equivalents, end of period | | $ | 7,909 | | | $ | 26,590 | |
| | | | | | | | |
Supplemental disclosures of cash flow information: | | | | | | | | |
Cash paid for interest | | $ | 97,231 | | | $ | 983 | |
Cash paid for income taxes | | $ | 2,400 | | | $ | - | |
| | | | | | | | |
Non cash investing and financing activities: | | | | | | | | |
Issuance of common stock for conversion of debt and accrued interest | | $ | 306,178 | | | $ | 209,321 | |
Issuance of preferred stock in satisfaction of amounts owed to officers | | $ | - | | | $ | 200,000 | |
Acquisition of assets with issuance of common stock | | $ | - | | | $ | 42,500 | |
Beneficial conversion feature recorded on convertible debt | | $ | 963,614 | | | $ | 272,895 | |
Issuance of common stock for accounts payable | | $ | 172,414 | | | $ | 37,500 | |
Assets acquired with Series C preferred stock | | $ | 120,000 | | | $ | - | |
Financing fees added to the Line of Credit | | $ | - | | | $ | 45,000 | |
Conversion of Series C preferred stock in common stock | | $ | 22,500 | | | $ | - | |
The accompanying notes are an integral part of the consolidated financial statements.
StreamTrack, Inc.
Notes to Consolidated Financial Statements
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 5,000 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 Amped Fantasy and SportsAlert™, a fantasy sports product. The Company was incorporated as a Wyoming corporation on May 6, 2008.
Basis of Presentation
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, 2015, the Company recorded a net loss of $3,481,684 and had negative working capital of $3,684,949. The net loss and negative working capital indicate substantial doubt about the entity's ability to continue as a going concern.
Management is confident but cannot guarantee that additional capital can be raised in order to repay debts and continue operations. For the twelve months ending August 31, 2016, the Company is obligated to make payments on certain operating leases, convertible debts, and a capital lease, among others of $108,315, $957,442, and $54,704, respectively. The Company's 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. Since inception and through the date of these financial statements, the Company has successfully raised a significant amount of capital through debt and equity offerings. The Company anticipates launching several new product offerings and initiating certain new significant partnerships during the fiscal year ending August 31, 2016 The Company anticipates those products and partnerships to be profitable but notes that it will require an unknown amount of capital for product development and commercial deployment. The Company will attempt to have its potential partners pay for the some of these costs but management cannot be certain that it will succeed in entering into such arrangements. Management may potentially make a business decision to move forward, delay, or cancel certain partnerships because of the Company's overall capital needs. Nonetheless, the ability of the Company to continue as a going concern is dependent on the successful execution of the business plan and become profitable. If the Company is unable to become profitable and sustain positive cash flow from operations, 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, stock-based compensation, fair values of warrants to purchase common stock, derivative liabilities 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 RadioLoyaltyTM , WatchThisTM , 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.
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. In some events, smaller advertisers are reported as gross revenue with an expense recorded against the revenue.
Services Revenue. The Company generated services revenues for the period from September 1, 2014 through August 31, 2015. These revenues related to the provision of data and streaming hosting services to one customer.
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 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 (gains) losses during the fiscal years ended August 31, 2015 and 2014 totaled $181,500 and ($8,785), respectively.
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:
Internally developed and purchased 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 years ended August 31, 2015 and 2014, the Company capitalized $407,989 and $416,971 in costs related to internal use software and website development, respectively. Management also determined that $20,568 and $49,190 in certain software and website development costs did not meet the relevant criteria to be capitalized during fiscal 2015 and 2014, respectively. As a result, all of these costs were expensed and included within the accompanying statement of operations as "product development" during the years indicated. See Note 3 for discussion related to the impairment of a product.
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 Compensation
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 to employees 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. The Company recognizes stock-based compensation for awards granted to non-employees over the expected service period revaluing the award at each reporting period in accordance with the appropriate accounting guidance. 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 and non-employees to hold their stock awards 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 and publishers who provide us with their content and listenership, infrastructure costs related to content streaming, costs related to creating and serving advertisements as well as third party ad serving technology providers. 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 years ended August 31, 2015 and 2014. The Company does have ongoing commitments with the majority of the consultants the Company worked with during the years ended August 31, 2015 and 2014.
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.
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 PlayerTM, the RadioLoyaltyTM, online and mobile content integration and development of new advertising products or development, enhancement of other new technologies and its fantasy sports products. The Company expenses product development costs to the extent they can't be capitalized under the pertaining accounting guidance.
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 Officers are not currently under long-term contracts with the Company. During the years ended August 31, 2015 and 2014, compensation was either accrued or paid to these executives out of operations from time to time but no formal compensation plan has been in place. See Notes 9 and 10 for additional information.
General 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, 2015 and 2014, 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.
Net Loss Per Share
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.
3. | Composition of Certain Financial Statement Captions |
Property and Equipment
Property and equipment consisted of the following:
| | As of August 31, | |
| | 2015 | | | 2014 | |
| | | | | | |
Software | | $ | 1,775,220 | | | $ | 1,247,232 | |
Servers, computers, and other related equipment | | | 198,924 | | | | 198,924 | |
Leasehold improvements | | | 1,675 | | | | 1,675 | |
| | | 1,975,819 | | | | 1,447,831 | |
Less accumulated depreciation and amortization | | | (1,314,846 | ) | | | (948,516 | ) |
| | | | | | | | |
Property and equipment, net | | $ | 660,973 | | | $ | 499,315 | |
Depreciation and amortization expense totaled $326,330 and $376,384 for the years ended August 31, 2015 and 2014, respectively. During the year ended August 31, 2015, the Company impaired approximately $40,000 in assets in which future cash flows were not expected to support. There were no write-offs during the fiscal year ended August 31, 2014.
Note receivable
Note receivable consisted of a $150,000 convertible promissory and accrued interest of $21,000 at August 31, 2014. The note bears interest at 7% and is 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 PlayerTM technology platform to better suit the digital content provider's specific needs. The Company received a $25,000 deposit previously. The Company has received the remaining fees, which are recorded as a note receivable. The Company wrote off the balance of the note and accrued interest totaling $181,500 in August 2015 due to the probability the notes receivable would not paid. In September 2015, the Company received notice that the digital content provider has filed for bankruptcy.
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following:
| | As of August 31, | |
| | 2015 | | | 2014 | |
| | | | | | |
Accounts payable | | $ | 751,129 | | | $ | 824,207 | |
Accrued consulting fees | | | - | | | | 43,333 | |
Accrued broadcaster commissions | | | 92,304 | | | | 60,695 | |
Accrued interest | | | 184,007 | | | | 75,736 | |
Credit card | | | 120,049 | | | | 75,485 | |
| | | | | | | | |
Accounts payable and accrued expenses | | $ | 1,147,489 | | | $ | 1,079,456 | |
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.
Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2015 and 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts receivable, prepaids, accounts payable, accrued liabilities, notes payable, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand.
The following table presents the Company's fair value hierarchy for assets and liabilities measured at fair value on a recurring basis at August 31, 2015:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 7,909 | | | $ | – | | | $ | – | | | $ | 7,909 | |
Total assets measured at fair value | | $ | 7,909 | | | $ | – | | | $ | – | | | $ | 7,909 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Derivative instruments | | $ | – | | | $ | 898,856 | | | $ | – | | | $ | 898,856 | |
Total liabilities measured at fair value | | $ | – | | | $ | 898,856 | | | $ | – | | | $ | 898,856 | |
The following table presents the Company's fair value hierarchy for assets measured at fair value on a recurring basis at August 31, 2014:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 26,590 | | | $ | – | | | $ | – | | | $ | 26,590 | |
Total assets measured at fair value | | $ | 26,590 | | | $ | – | | | $ | – | | | $ | 26,590 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Derivative instruments | | $ | – | | | $ | 778,257 | | | $ | – | | | $ | 778,257 | |
Total liabilities measured at fair value | | $ | – | | | $ | 778,257 | | | $ | – | | | $ | 778,257 | |
The Company's derivative liabilities were classified as Level 2 within the fair value hierarchy because they were valued using significant other observable inputs. At each reporting period, the Company calculates the derivative liability using the Black-Scholes pricing model taking into account variables such as expected life, risk free interest rate, expected volatility, the fair market value of the Company's common stock and the conversion price.
5. | Asset Acquisitions and Disposition |
Acquisitions
On November 21, 2013, the Company, entered into an Asset Purchase Agreement with Robot Fruit, Inc., a New York corporation ("Robot Fruit") pursuant to which, the Company issued 850,000 shares of common stock in exchange for Robot Fruit Mobile Application Development Platform and related code, intellectual property and goodwill. The Company accounted for the purchase as an asset acquisition as the assets did not meet the definition of a business. In connection with the agreement, the Company determined the fair market value of the common stock issued to be $42,500, which was recorded as software within property and equipment on the accompanying balance sheet. The Company determined the expected life of the asset acquired to be 36 months.
On April 24, 2015, the Company, entered into an Asset Purchase Agreement with Lux Digital Pictures GmbH Partners ("Lux") pursuant to which, the Company issued 800 shares of Series C Convertible Preferred Stock for the rights to various domains, source codes, etc related to Lux's Sports Alert and Amped Fantasy Sports products. The Company determined the price of the Series C issued to be $120,000 based upon the conversion value of $150 worth of common stock for each share of Series C. The Company recorded the value of the asset as software within property and equipment on the accompanying balance sheet. The Company capitalized the value of the Series C as the products received were near completion and need limited modification prior to the Company placing into production. The expected life of the asset acquired was estimate to be 36 months.
Disposition
On November 15, 2013, the Company entered into an Asset Purchase Agreement with Dane Media, LLC (the "Agreement"), a New Jersey limited liability corporation ("Dane Media") pursuant to which, for an aggregate purchase price of $150,000, Dane Media purchased from Streamtrack, its (i) Student Matching Services (as defined in the Agreement), (ii) each of (A) www.studentmatchingservice.com and (B) www.studentmatchingservices.com, and (iii) each of the (A) Call Center Agreement, and the (B) Data/List Management Agreement (as each are described in the Agreement).
Pursuant to the Agreement, the Company shall not compete with Dane Media in call center verified education leads for a period of 12 months following execution of the Agreement. The Company will continue to operate its advertising and lead generation business in various other vertical markets. Moreover, pursuant to the Agreement, the Company forgave certain payments owed by Dane Media to the Company of $38,135 which were invoiced between September 1, 2013 and November 15, 2013. The $150,000 purchase price was paid according to the following schedule: $50,000 upon closing of the transaction; $50,000 on December 13, 2013; and $50,000 on December 31, 2013. In connection, with the transaction the Company recorded a gain on sale of $111,865. The Company did not reclass the income and expenses directly related to the disposition of the education related lead generation to discontinued operations. The Company still operates within the advertising and lead generation business services other verticals.
6. | Commitments and Contingencies |
ASC Recap LLC Settlement
On October 23, 2013, the Superior Court in the Judicial District of Danbury, Connecticut entered an order approving the stipulation of the parties (the "Stipulation") in the matter of ASC Recap LLC ("ASC") v. StreamTrack, Inc. Under the Stipulation, the Company agreed to issue, as settlement of liabilities owed by the Company to ASC in the aggregate amount of $766,288 (the "Claim Amount"), shares of common stock (the "Settlement Shares") as follows:
(a) In one or more tranches as necessary, 3,740,000 shares of common stock (the "Initial Issuance") and an additional 200,000 shares of common stock as a settlement fee.
(b) Through the Initial Issuance and any required additional issuances, that number of shares of common stock with an aggregate value equal to (A) the sum of
(i) the Claim Amount and (ii) reasonable attorney fees and trade execution fees in the amount of $75,000, divided by (B) the Purchase Price (defined under the Stipulation as the market price (defined as the lowest closing bid price of the Company's common stock during the valuation period set forth in the Stipulation) less the product of the Discount (equal to 25%) and the market price. The parties reasonably estimated that the fair market value of the Settlement Shares and all other amounts to be received by ASC is equal to approximately $1,100,000.
(c) If at any time during the valuation period the closing bid price of the Company's common stock is below 90% of the closing bid price on the day before an issuance date, the Company will immediately cause to be issued to ASC such additional shares as may be required to effect the purposes of the Stipulation.
(d) Notwithstanding anything to the contrary in the Stipulation, the number of shares beneficially owned by ASC will not exceed 9.99% of the Company's outstanding common stock.
In connection with the Settlement Shares, the Company relied on the exemption from registration provided by Section 3(a)(10) under the Securities Act.
In connection with the settlement, during the year ended August 31, 2015 the Company issued 336,993,000 shares of common stock to ASC in which gross proceeds of $231,725 were generated from the sale of the common shares. In connection with the transaction, ASC received fees of $59,311 and providing payments of $172,414 to settle outstanding vendor payables. The remaining amount on the settlement of liabilities owed by the Company to ASC is in the aggregate amount of $151,290 as of August 31, 2015.
In connection with the settlement, during the year ended August 31, 2014 the Company issued 66,239,000 shares of common stock to ASC in which gross proceeds of $323,879 were generated from the sale of the common shares. In connection with the transaction, ASC received fees of $86,521 and providing payments of $237,358 to settle outstanding vendor payables. As of August 31, 2014, the Company issued ASC 17,461,000 shares of common stock in which have been accounted for as issued but not outstanding. The remaining amount on the settlement of liabilities owed by the Company to ASC is in the aggregate amount of $323,704 as of August 31, 2014. The Company cannot reasonably estimate the amount of proceeds ASC expects to receive from the sale of these shares which be used to satisfy the liabilities. Thus, the Company accounts for the transaction as the shares are sold and the liabilities are settled. All amounts are included within accounts payable. Shares in which are held by ASC at each reporting period are accounted for as issued but not outstanding.
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, 2015:
Fiscal Years Ending August 31, | | | |
2016 | | | 108,315 | |
Total minimum lease payments | | $ | 108,315 | |
The leases are written under separate arrangements originally expiring throughout fiscal 2014. During fiscal 2014, the Company exercised its option to renew some of the leases for an additional two years at increased rental rates. Rent expenses for the years ended August 31, 2015 and 2014 totaled $150,125 and $172,604, 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, 2015 and 2014.
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, | |
| | 2015 | | | 2014 | |
Current | | | | | | |
Federal | | $ | — | | | $ | — | |
State and local | | | — | | | | — | |
Total current income tax expense | | | — | | | | — | |
Deferred | | | | | | | | |
Federal | | $ | (389,634 | ) | | $ | (242,615 | ) |
State and local | | | (119,887 | ) | | | (74,650 | ) |
Valuation allowance | | | 509,521 | | | | 317,265 | |
Total deferred income tax expense | | | — | | | | — | |
| | | | | | | | |
Total income tax expense | | $ | — | | | $ | — | |
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, | |
| | 2015 | | | 2014 | |
| | | | | | |
U.S. federal taxes at statutory rate | | | 34 | % | | | 34 | % |
State taxes, net of federal benefit | | | 6 | | | | 6 | |
Permanent differences | | | (19 | ) | | | — | |
Change in valuation allowance | | | (21 | ) | | | (40 | ) |
Change in rate | | | — | | | | — | |
Other | | | — | | | | — | |
| | | | | | | | |
Effective tax rate | | | -% | | | | -% | |
As of August 31, 2015, the Company had federal net operating loss carryforwards of approximately $3.1 million. The federal net operating losses and tax credits expire in years beginning in 2021. As of August 31, 2015, the Company had state net operating loss carryforwards of approximately $3.1 that expire in years beginning in 2021. 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 Company estimates 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, 2015 and 2014, 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 2013 - 2015 tax years remain 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. As of August 31, 2015 and 2014, all assets under capital leases were fully depreciated.
On March 22, 2013, the Company reached a settlement and release agreement with IBM Credit, LLC, ("IBM") the lessor associated with the Company's computer servers and software classified under capital lease. The balance owed to IBM as of March 22, 2013 was agreed to be $108,704. The Company agreed to make payments of $9,000 per month, with a final payment of $9,704 on March 1, 2014 to satisfy this balance. As of August 31, 2015 and as of the date of these financial statements, the Company was in default of this agreement and the amount outstanding of $54,704 is reflected as a current liability on the accompanying consolidated balance sheet.
9. | Related Party Transactions |
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. (the "Executives") 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. 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.
The related party payable as of August 31, 2015 and 2014 consists of unpaid compensation and non-interest bearing cash advances and charges on personal credit lines made on behalf of the Company by the Executives. The balances owed to the Executives are not secured and are due on demand. Interest will be charged on these balances. During the year ended August 31, 2015, the Executives converted a significant portion of amounts due to them for unpaid compensation and other advances to long-term convertible notes payable, see Note 10 for additional information. In addition, the Executives agreed to a temporary reduction in their annual salary from $240,000 to $50,000 per annum for the period from December 1, 2014 to May 31, 2015, which has been subsequently extended to December 31, 2015. As of August 31, 2015 and 2014, amounts due to these Executive related to accrued compensation and advances were $159,660 and $634,926, respectively.
RL entered into several convertible promissory notes with its founders, officers and high-level executives since its inception on December 1, 2011, see Note 10 for additional information.
Asset-Based Debt Financing
On April 11, 2013, the Company executed a non-dilutive asset-based debt financing (the "Lender Financing") with a third party (the "Lender"). The Lender Financing consists of a $250,000 line of credit, subsequently increased to $520,000, secured by all of the Company's assets. The Company's management also executed limited recourse guarantees with the Lender. Interest is payable monthly based on a floating interest rate determined based on a formula outlined in detail within the financing agreement. The Company anticipates the effective monthly interest rate charged on the outstanding balance owed to the third party will be between 3.2% and 1.1%.
On September 15, 2014, the Company executed an extension to this agreement whereby the maturity date has been extended to December 31, 2015. The Lender financing is currently capped at $520,000 which begins decreasing to $500,000 on December 31, 2014; $450,000 on March 31, 2015; $400,000 on June 30, 2015 and $300,000 by September 30, 2015.
On March 31, 2015, the Company executed an extension to this agreement whereby the maturity date has been extended to December 31, 2015. The Lender financing is currently capped at $545,692 which begins decreasing to $500,000 on April 30, 2015; $450,000 on June 30, 2015; and $300,000 on September 30, 2015 and the remainder on December 31, 2015. In the event the that any reduction in the Facility Amount, is not achieved, before the dates provided or the interest for any month is not paid due the next sequential month the interest rate will be increased by 1.5% above the current rate for the remainder of the Loan and Security Agreement. In the event that any reduction in the Facility Amount is achieved 15 or more days prior to the dates provided, the interest rate will be decreased by 3% for the remainder of the Loan and Security Agreement. As of August 31, 2015, the Company hasn't achieved the reductions per the agreement. See Note 13 for subsequent amendment to this agreement.
Vendor Convertible Note
On November 1, 2012, the Company issued a convertible note for $140,000 (the "Vendor Note") to a former Vendor ("Vendor"). The Vendor Note was executed on November 1, 2012 and was immediately convertible into the Company's common stock at a 50% discount to the lowest bid price for the five days prior to the conversion date. The table below details the transactions with the Vendor during the years ended August 31, 2015 and 2014.
Vendor Note, principal balance as of August 31, 2013 | | $ | 96,500 | |
Conversion of Vendor Note to common stock (28,000,000 common shares issued) | | | (61,200 | ) |
Vendor Note, principal balance as of August 31, 2014 | | $ | 35,300 | |
Conversion of Vendor Note to common stock (162,250,000) common shares is sued) | | | (35,300 | ) |
Vendor Note, principal balance, August 31, 2015 | | $ | - | |
Since the number of shares the Vendor Note was convertible into was indeterminable, the Company determined a derivative liability was embedded within the Vendor Note. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $190,927 as of November 1, 2012. As a result of the valuation of the derivative liability being in excess of the value of the proceeds of the Vendor Note by $50,927, this amount was recorded within change in fair value of derivatives by the Company on November 1, 2012. The debt discount associated with the Vendor Note was immediately expensed to interest expense as a result of the Vendor Note being immediately convertible and due on demand.
Creditor Convertible Notes Payable
The Company relied on various financings from a lender since 2010 (the "Creditor"). Each note issued by the Creditor (the "Creditor Notes") bears interest per annum at a rate of 8%, default interest rate of 22% and is generally payable within six months from the issuance date. The Creditor Notes were convertible into shares of the Company's common stock at a conversion price calculated based on the average of the five (5) lowest bid prices over the 10 day period ending one (1) day prior to the measurement date multiplied by 61%.In April 2014, the Creditor entered into an exchange agreement with another lender whereby they transferred their interest in the Creditor Notes to another lender. The table below details the transactions with the Creditor during the year ended August 31, 2014.
Creditor Notes, principal balance as of August 31, 2013 | | $ | 230,500 | |
Proceeds received from additional Creditor Notes | | | 42,500 | |
On issuance discount related to additional Creditor Notes | | | - | |
Conversion of Creditor Notes to common stock (25,499,783 common shares issued) | | | (127,356 | ) |
Assignment of Creditor Notes | | | (145,644 | ) |
Creditors Notes, principal balance as of August 31, 2014 | | $ | - | |
Creditor #2 Convertible Promissory Notes
In April 2014, the Creditor entered into an exchange agreement with another lender (the "Creditor #2") whereby the Creditor transferred the Creditor's notes and accrued interest to Creditor #2. In April, the Company entered into i) a note agreement for $284,560 representing amounts transferred from the Creditor; ii) two $125,000 notes in which the proceeds were received on the same date (collectively referred to as the "Creditor #2 Notes") with Creditor #2. The Creditor #2 Notes bear interest per annum at 10.0%, payable six months after the issuance date and are convertible on the date of issuance based upon based upon a 45% discount to lowest trading price, for the 15 trading days prior to conversion. As a result, the lower the stock price at the time the Creditor #2 converts the Creditor #2 Notes, the more common shares the Creditor #2 will receive. The table below details the transactions with the Creditor #2 during the years ended August 31, 2015 and 2014.
Creditor #2 Notes, principal balance as of August 31, 2013 | | $ | - | |
Assignment of Creditor Notes | | | 284,560 | |
Proceeds received from additional Creditor #2 Notes | | | 250,000 | |
Conversion of Creditor #2 Note to common stock (39,267,666 common shares issued) | | | (70,090 | ) |
Creditor #2 Notes, principal balance as of August 31, 2014 | | $ | 464,470 | |
Conversion of Creditor #2 Notes to common stock (514,461,210 common shares issued) | | | (73,228 | ) |
Creditor #2 Notes, principal balance as of August 31, 2015 | | $ | 391,242 | |
To the extent the Creditor #2 converts the Creditor #2 Notes and then sells its common stock, the market price of the common stock may decrease due to the additional shares in the market. This could allow the Creditor #2 to receive greater amounts of common stock upon conversion. The sale of each share of common stock could further depress the stock price. Due to the floating conversion price of the notes, the Company does not know the exact number of shares that the Creditor #2 would be issued upon conversion. The shares issuable upon conversion of the Creditor #2 Notes may result in substantial dilution to the interests of the Company's other shareholders. In this regard, even though the investor may not hold shares amounting to more than 9.99% of the outstanding shares at one time, this restriction does not prevent the investor from selling some of its holdings and then receiving additional shares. In this way, the investor could sell more than the 9.99% limit while never holding more than the limit.
Due to the significant change in terms and amounts payable between the Creditor Notes and Creditor #2 Notes, the Company accounted for the transaction as an extinguishment of the Creditor Note on the date of the exchange. In connection with this extinguishment, the Company recorded a loss on extinguishment of $1,439,044 as the derivatively liability associated with the Creditor #2 Notes was significantly greater in value than that of the Creditor Notes. See below for valuation methods used to determine the fair value of the Company's derivative liabilities.
In addition, the Company recorded a derivative liability in connection with the $250,000 in proceeds received from the Creditor #2. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $1,469,891 as of the date of issuance. As a result of the valuation of the derivative liability being in excess of the value of the proceeds of the Creditor #2 Note by $1,219,891, the amount was expensed to derivative expense. The Company recorded a full discount to these notes which is being amortized over the term of the Creditor #2 Notes using the straight line method. During the years ended August 31, 2015 and 2014, $62,500 and $187,500 was amortized to interest expense with no discount remaining as of August 31, 2015.
Creditor #3 Convertible Promissory Note
In December 2014, a convertible promissory note holder ("Holder") entered into an exchange agreement with another lender (the "Creditor #3") whereby the Holder transferred the Holder's notes and accrued interest to Creditor #3. In December 2014, the Company entered into i) a note agreement for $150,000 representing the principal amount transferred from the Holder. The Creditor #3 Note bears interest per annum at 10.0%, due on August 22, 2015 and is convertible on the date of issuance based upon based upon a 25% discount to lowest trading price, for the 5 trading days prior to conversion. As a result, the lower the stock price at the time the Creditor #3 converts the Creditor #3 Notes, the more common shares the Creditor #3 will receive. The table below details the transactions with the Creditor #3 during the year ended August 31, 2015.
Creditor #3 Notes, principal balance as of August 31, 2014 | | $ | - | |
Transfer from 3rd party | | | 150,000 | |
Conversion of Creditor #2 Notes to common stock (336,933,000 common shares issued) | | | (56,650 | ) |
Creditor #3 Notes, principal balance as of August 31, 2015 | | $ | 93,350 | |
To the extent the Creditor #3 converts the Creditor #3 Note and then sells its common stock, the market price of the common stock may decrease due to the additional shares in the market. This could allow the Creditor #3 to receive greater amounts of common stock upon conversion. The sale of each share of common stock could further depress the stock price. Due to the floating conversion price of the notes, the Company does not know the exact number of shares that the Creditor #3 would be issued upon conversion. The shares issuable upon conversion of the Creditor #3 Note may result in substantial dilution to the interests of the Company's other shareholders. In this regard, even though the investor may not hold shares amounting to more than 9.99% of the outstanding shares at one time, this restriction does not prevent the investor from selling some of its holdings and then receiving additional shares. In this way, the investor could sell more than the 9.99% limit while never holding more than the limit.
During the year ended August 31, 2015, the Company recorded a discount of $150,000 due to the derivative liability, as discussed below, having a fair market value in excess of the principal amount of the convertible note. During the year ended August 31, 2015, the Company amortized $150,000 of the discount to interest expense.
Convertible Promissory Notes
As of August 31, 2015, the Company has outstanding 31 convertible promissory notes issued between December 2011 and August 2015. The convertible promissory notes bear interest at either 4% or 8% per year and are due in full, including principal and interest, two-three years from the issuance date ranging from August 2014 to February 2018. The convertible promissory notes also include a conversion option whereby the holders may elect at any time to convert any portion or the entire balance into the Company's common stock at conversion prices ranging from $0.0001 to $1.25. The table below details the transactions associated with the convertible promissory notes during the years ended August 31, 2015 and 2014.
Convertible Promissory Notes, principal balance as of August 31, 2013 | | $ | 835,000 | |
Proceeds received from additional Convertible Promissory Notes | | | 25,000 | |
Payments on Convertible Promissory Notes - Related Party | | | (114,866 | ) |
| | | | |
Convertible Promissory Notes, principal balance as of August 31, 2014 | | $ | 745,134 | |
Proceeds received from additional Convertible Promissory Notes - Related Party | | | 402,250 | |
Conversion of accrued salaries and advances to Convertible Promissory Notes - Related Party | | | 626,864 | |
Proceeds received from additional Convertible Promissory Notes | | | 181,459 | |
Accounts payable converted into a Convertible Promissory Note | | | 32,891 | |
Accrued interest converted into Convertible Promissory Note | | | 7,022 | |
Convertible Promissory Note converted into 100,000,000 common stock | | | (10,000 | ) |
Related party notes converted into 1,300,100,000 common stock | | | (131,000 | ) |
Note transferred to Creditor #3 | | | (150,000 | ) |
Payments on Convertible Promissory Notes - Related Party | | | (89,500 | ) |
Convertible Promissory Notes, principal balance as of August 31, 2015 | | $ | 1,615,120 | |
As of August 31, 2015, of the convertible promissory notes outstanding, $1,068,964 are held by related parties. These related parties consist of the Company's officers, former officers, significant shareholders or entities controlled by these individuals. As of August 31, 2015 and 2014, $197,850 and $325,000 of these notes were included within the current portion of convertible promissory notes on the accompanying balance sheets as the notes were due within one year of the balance sheet date, respectively.
For some of the convertible promissory notes, 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 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.
In addition, six of the convertible promissory note purchasers were issued warrants to purchase shares of the Company's common stock. The valuation of the stock warrants and the beneficial conversion feature associated with the issuance of convertible promissory notes utilized valuation inputs and related figures provided by a professional and independent valuation firm. The Company allocated a portion of the proceeds received from the convertible promissory notes to the warrants using the relative fair value resulting in a debt discount to each convertible promissory note.
The discounts are amortized over the term of the convertible promissory note using the straight line method. The amortized value for each period is recorded as an offset against the debt discount on the balance sheet, classified as interest expense - accretion in the statement of operations and as accretion of debt discount within the statement of cash flows. During the year ended August 31, 2015, the Company recorded a discount related to the recognition of a beneficial conversion feature or allocation of the proceeds to a derivative liability of $1,202,963 in connection with the issuance of $1,243,704 in convertible notes. Of the increase in convertible notes payable during the year ended August 31, 2015, $235,750 related to proceeds received from the Company's Chief Executive Officer, $166,500 in proceeds from the Chief Executive Officer of StreamTrack Media, Inc., $181,459 in proceeds from third parties, $32,891 in conversions of amounts payable to a third party to a note; $316,758 in salary and advances due to our Chief Executive Officer converted to a convertible note payable and $310,106 in salary and advances due to StreamTrack Media, Inc.'s Chief Executive Officer converted to a convertible note payable. During the years ended August 31, 2015 and 2014, $761,356 and $246,336 of the discounts were amortized to interest expense, respectively. As of August 31, 2015, $617,787 discounts remained which will be expensed in fiscal 2016 through 2018.
On December 24, 2014 and included within the disclosures above, the Company entered into a convertible note agreement for $114,350 with a third party. Under the terms of the agreement the third party was to provide the Company with $81,459 in cash and relief of $48,333 in accrued consulting fees due to the third party. In addition, the Company agreed to issue 10,000,000 share of common stock and 500 shares of Series C Preferred Stock. The convertible note incurs interest at a rate of 4% per annum, is due December 24, 2016 and is convertible into shares of the Company's common stock on the date of issuance based upon based upon a 10% discount to lowest trading price, for the 15 trading days prior to conversion. Total proceeds of $81,459 had been received.
The Company recorded the difference between the convertible note less proceeds received and accrued consulting fees plus the fair market value of the common stock of $7,000 and Series C Preferred Stock of $75,000 as a loss on extinguishment of $66,537. The common stock valued using the closing market price of the Company's common stock on the date of the transaction. The Series C Preferred Stock was valued based upon each share of Series C Preferred Stock being convertible into $150 in fair market value of the Company's common stock.
On April 28, 2015 and included within the disclosures above, the Company entered into an amended convertible note agreement for $56,806 with a third party. The convertible note agreement included the original $50,000 in principal and $6,806 in accrued interest. In addition, the Company agreed to issue 150 shares of Series C Preferred Stock. The convertible note incurs interest at a rate of 8% per annum, is due April 28, 2017 and is convertible into shares of the Company's common stock on the date of issuance based upon based upon a 15% discount to lowest trading price, for the 5 trading days prior to conversion.
The Company recorded the difference between the convertible note and the fair market value of the Series C Preferred Stock of $22,500 plus the fair market value of the derivative liability of $66,831 for a loss on extinguishment of $35,025. The Series C Preferred Stock was valued based upon each share of Series C Preferred Stock being convertible into $150 in fair market value of the Company's common stock.
Future Maturities
As of August 31, 2015, future maturities of notes payable is as follows for the years ending August 31; $957,442 current; $1,067,270 2017; and $75,000 2018. Included within those amounts due to related parties are: $197,820 current and $871,114 for 2017.
Derivative Liabilities
Creditor Notes
Upon the six-month anniversary (180 days) of all financings with the Creditor, the shares underlying the Creditor's Notes were issuable without restriction and could 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 were issuable upon the conversion of the Creditor's Notes was indeterminable until such time as the Creditor elects to convert to common stock.
On the six-month anniversary of Creditor Notes, the Company measures and records a derivative liability. On April 15, 2014 (date of exchange with Creditor #2), the Company re-measured the derivative liability using the weighted average input attributes below and determined the value to be $206,576.
| | April 15, 2014 | |
| | | |
Expected life (in years) | | | 0.10 | |
Balance of note and accrued interest outstanding | | $ | 327,240 | |
Stock price | | $ | 0.1400 | |
Effective conversion price | | $ | 0.0084 | |
Shares issuable upon conversion | | | 33,864,861 | |
Risk-free interest rate | | | 0.30 | % |
Expected volatility | | | 61.83 | % |
Expected dividend yield | | | - | |
Creditor #2 Note
The Creditor #2 Notes were executed on April 15, 2014 and were immediately convertible into the Company's common stock at a 45% discount to the lowest trading price for the 15 days prior to the conversion date. As a result of the fact that the number of shares the Creditor #2 Notes was convertible into was indeterminable, the Company determined a derivative liability was embedded within the Creditor #2 Notes. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $3,158,190 as of April 15, 2014 of which $1,219,891 was included within "change in fair value of derivatives" due to a portion of the derivative liability being in excess of the $250,000 in proceeds received and $1,481,723, which included offset of $206,576 from relief of the derivative liability related to the Creditor Notes, within "Loss on extinguishment" due to extinguishment accounting on the Creditor Note transferred to Creditor #2. On August 31, 2015 and 2014, the Company re-measured the derivative liability using the input attributes below and determined the value to be $606,698 and $946,319, respectively.
| | August 31, 2015 | | | August 31, 2014 | |
| | | | | | |
Expected life (in years) | | | 0.50 | | | | 0.50 | |
Balance of note and accrued interest outstanding | | $ | 391,242 | | | $ | 483,299 | |
Stock price | | $ | 0.0001 | | | $ | 0.0017 | |
Effective conversion price | | $ | 0.00005 | | | $ | 0.0007 | |
Shares issuable upon conversion | | | 7,113,490,909 | | | | 675,942,496 | |
Risk-free interest rate | | | 0.50 | % | | | 0.50 | % |
Expected volatility | | | 361.00 | % | | | 308.36 | % |
Expected dividend yield | | | - | | | | - | |
Creditor #3 Note
The Creditor #3 Notes were executed on December 24, 2014 and were immediately convertible into the Company's common stock at a and is convertible on the date of issuance based upon based upon a 25% discount to lowest trading price, for the 5 trading days prior to conversion.. As a result of the fact that the number of shares the Creditor #2 Notes was convertible into was indeterminable, the Company determined a derivative liability was embedded within the Creditor #2 Notes. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $200,000 as of December 24, 2014. As a result of the valuation of the derivative liability being in excess of the value of the carrying value of Creditor #3 by $50,000, a loss on derivative liability of $50,000 was recorded by the Company. On August 31, 2015, the Company re-measured the derivative liability using the input attributes below and determined the value to be $102,809.
| | August 31, 2015 | | | December 24, 2014 | |
| | | | | | |
Expected life (in years) | | | 0.50 | | | | 0.80 | |
Balance of note and accrued interest outstanding | | $ | 93,350 | | | $ | 150,000 | |
Stock price | | $ | 0.0001 | | | $ | 0.0007 | |
Effective conversion price | | $ | 0.000075 | | | $ | 0.0005 | |
Shares issuable upon conversion | | | 1,244,666,667 | | | | 333,333,333 | |
Risk-free interest rate | | | 0.50 | % | | | 0.50 | % |
Expected volatility | | | 361.00 | % | | | 308.36 | % |
Expected dividend yield | | | - | | | | - | |
Other Notes with Adjustable Conversion Features
As discussed above, on December 24, 2014 the Company issued a $72,890 promissory note to a third party. The convertible promissory note was immediately convertible into the Company's common stock at a 10% discount to the lowest traded price for the five days prior to the conversion date. As a result of the fact that the number of shares the promissory note is convertible into is indeterminable, the Company determined a derivative liability was embedded within the promissory note. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $94,487 as of December 24, 2014. As a result of the valuation of the derivative liability being in excess of the value of the carrying value of convertible promissory note by $21,597, a loss on derivative liability of $21,597 was recorded by the Company. In addition, on March 17, 2015 the Company received an additional $41,459 in proceeds under the promissory note. On March 17, 2015, the Company recorded an additional derivative liability of $69,098, resulting in a loss on derivative liability of $27,639. On August 31, 2015, the Company re-measured the derivative liability using the input attributes below and determined the value to be $123,566.
| | August 31, 2015 | | | December 24, 2014 | |
| | | | | | |
Expected life (in years) | | | 1.40 | | | | 2.00 | |
Balance of note and accrued interest outstanding | | $ | 114,350 | | | $ | 72,890 | |
Stock price | | $ | 0.0001 | | | $ | 0.0007 | |
Effective conversion price | | $ | 0.00009 | | | $ | 0.0005 | |
Shares issuable upon conversion | | | 1,270,555,556 | | | | 134,981,481 | |
Risk-free interest rate | | | 0.50 | % | | | 0.50 | % |
Expected volatility | | | 369.00 | % | | | 308.36 | % |
Expected dividend yield | | | - | | | | - | |
As discussed above, on April 28, 2015 the Company issued a $56,806 promissory note to a third party. The convertible promissory note was immediately convertible into the Company's common stock at a 15% discount to the lowest traded price for the five days prior to the conversion date. As a result of the fact that the number of shares the promissory note is convertible into is indeterminable, the Company determined a derivative liability was embedded within the promissory note. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $66,831 as of April 28, 2015. On August 31, 2015, the Company re-measured the derivative liability using the input attributes below and determined the value to be $65,783.
| | August 31, 2015 | | | April, 28, 2015 | |
| | | | | | |
Expected life (in years) | | | 1.40 | | | | 2.00 | |
Balance of note and accrued interest outstanding | | $ | 56,806 | | | $ | 56,806 | |
Stock price | | $ | 0.0001 | | | $ | 0.0001 | |
Effective conversion price | | $ | 0.000085 | | | $ | 0.000085 | |
Shares issuable upon conversion | | | 668,305,882 | | | | 668,305,882 | |
Risk-free interest rate | | | 0.50 | % | | | 0.50 | % |
Expected volatility | | | 369.00 | % | | | 421.00 | % |
Expected dividend yield | | | - | | | | - | |
Vendor Note
The Vendor Note was executed on November 1, 2012 and was immediately convertible into the Company's common stock at a 50% discount to the lowest bid price as quoted on the OTC Bulletin Board for the five days prior to the conversion date. As a result of the fact that the number of shares the Vendor Note was convertible into was indeterminable, the Company determined a derivative liability was embedded within the Vendor Note. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of $190,927 as of November 1, 2012. As a result of the valuation of the derivative liability being in excess of the value of the proceeds of the Vendor Note by $50,927, a deemed dividend of $50,927 was recorded by the Company on November 1, 2012. The debt discount of $140,000 associated with the Vendor Note was immediately expensed to interest expense – accretion as a result of the Vendor Note being immediately convertible and due on demand. On August 31, 2015 and 2014, the Company re-measured the derivative liability using the input attributes below and determined the value to be $0 and $295,194, respectively.
| | August 31, 2014 | |
| | | |
Expected life (in years) | | | 0.50 | |
Balance of note outstanding | | $ | 35,300 | |
Stock price | | $ | 0.0017 | |
Effective conversion price | | $ | 0.0007 | |
Shares issuable upon conversion | | | 54,307,692 | |
Risk-free interest rate | | | 0.50 | % |
Expected volatility | | | 308.36 | % |
Expected dividend yield | | | - | |
Series A Preferred Stock
100 shares of preferred stock have been designated as Series A Preferred Stock, none of which are outstanding. 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.
Series B Preferred Stock
On October 25, 2013, the Company filed a Certificate of Designation of Series B Preferred Stock (the "Series B Certificate of Designation") with the Secretary of State of Wyoming. Pursuant to the Series B Certificate of Designation, the Company designated 200,000 shares of its blank check preferred stock as Series B Preferred Stock. The Series B Preferred Stock will rank senior to the common stock, Series A Preferred Stock and any subsequently created series of preferred stock that does not expressly rank pari passu with or senior to the Series B Preferred Stock (the "Junior Stock"). The Series B Preferred Stock will not be entitled to dividends. In the event of a liquidation, the Series B Preferred Stock will be entitled to a payment of the Stated Value of $1.00 per share prior to any payments being made in respect of the Junior Stock. Each share of Series B Preferred Stock will entitle the holder to vote on all matters voted on by holders of common stock as a single class. With respect to any such vote, each share of Series B Preferred Stock will entitle the holder to cast such number of votes equal to 0.000255% of the total number of votes entitled to be cast. Effective upon the closing of a Qualified Financing, all issued and outstanding shares of Series B Preferred Stock will automatically convert into common stock in an amount determined by dividing the product of the number of shares being converted and the Stated Value by the Conversion Price. The Conversion Price will be equal to the price per share of the common stock sold under the Qualified Financing (or, if the Qualified Financing involves the sale of securities convertible into common stock, by the conversion price of such convertible securities). A "Qualified Financing" is defined as the sale by the Company in a single offering of common stock or securities convertible into common stock for gross proceeds of at least $5,000,000.
On October 31, 2013, the Company entered into amendment, waiver and exchange agreements (the "Exchange Agreements") with Michael Hill (the Company's chief executive officer and director) and Aaron Gravitz (the Company's director). Under each Exchange Agreement, the Company issued to each of Mr. Hill and Mr. Gravitz 100,000 shares of Series B Preferred Stock in exchange for $100,000 in unpaid compensation.
Series C Preferred Stock
Effective December 29, 2014, the Company filed a Certificate of Designation of Series C Convertible Preferred Stock (the "Series C Certificate of Designation") with the Secretary of State of Wyoming. Pursuant to the Series C Certificate of Designation, the Company designated 20,000 shares of its blank check preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into $150 in fair market value of the Company's common stock, which fair market value will be equal to the average closing price of the common stock during the 10 trading days immediately prior to the delivery to the Company of a conversion notice. The Series Preferred Stock C will share in any liquidation proceeds with the common stock on an as-converted basis, will not have voting rights prior to being converted to common stock, and in the event of any payment of dividends by the Company, will be entitled to dividends on an as-converted basis with the common stock. The Company has presented the Series C outside of stockholders' equity due to the variable conversion price.
On April 24, 2015, the Company entered into an Exchange Agreement with Lux pursuant to which the Company issued 10,000 shares of its Series C in exchange for 1,495,313 shares of Company common stock tendered by Lux to the Company for cancellation. The Lux common stock was originally issued to Lux by the Company on March 12, 2013. In connection with the transaction, the Company recorded a loss on settlement of $1,499,850, which represented the difference in the fair market value of the Series C issued of $1.5 million and the common stock received of $150. See Note 4 for additional transaction with Lux.
On April 24, 2015, the Company entered into an Exchange Agreement with Mark J. Richardson ("MJR") pursuant to which the Company issued 500 shares of its Series C Preferred Stock in exchange for 15,140 shares of Company common stock tendered by MJR to the Company for cancellation. The MJR common stock was originally issued to MJR by the Company on March 13, 2013. In connection with the transaction, the Company recorded a loss on settlement of $74,998, which represented the difference in the fair market value of the Series C issued of $75,000 and the common stock received of $2.
See below and Note 10 for discussion related to additional issuances of Series C Preferred Stock.
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.
Effective February 17, 2015, the Company filed Articles of Amendment to the Company's Articles of Incorporation with the Secretary of State of Wyoming to (i) increase the Company's authorized shares of common stock from 1,000,000,000 to an unlimited number; and (ii) allow for shareholders to take actions by the written consent of the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.
During the year ended August 31, 2015, the Company authorized up to 300 million shares to be issued under the StreamTrack, 2015 Incentive Stock Plan.
During the year ended August 31, 2015, 150 shares of Series C Preferred Stock with a value of $22,500 were converted into 225,000,000 shares of common stock.
During the year ended August 31, 2014, the Company issued 7,750,000 shares of common stock valued at $58,500 to a law firm in settlement of accounts payable of $37,500 relating to legal services. The fair market value of the common stock issued was determined based upon the closing market price of the Company's common stock on the date of the issuance. The fair market value of the common stock issued in excess of the accounts payable was recorded as legal expense within general and administrative expenses.
See Notes 5, 6, 10 and 12 for discussion regarding the issuance of common stock.
Detachable Stock Warrants
On April 27, 2015, the Company entered into an Investment Agreement with RTV Media Corp. ("RTV") pursuant to which RTV initially invested $75,000 into the Company in consideration for $75,000 of worth of warrants at an exercise price of $0.0001 to purchase the common stock of the Company. Upon exercise, RTV has up to five years to exercise the warrants. In addition, RTV agreed to invest up to an additional $425,000 of capital into the Company in consideration for which additional warrants will be granted upon investment. The Company has accounted for the warrants as common stock to be issued as there are no provisions within the agreement in which will require the Company to return the capital provided.
In connection with the acquisition of RL on August 31, 2012, the Company assumed a total of 362,500 detachable stock warrants from RL (the "RL Warrants"). The RL Warrants have a three-year term and are convertible into the Company's common stock at an exercise price of $0.41 per share. The RL Warrants had been previously convertible into RL common stock at a price of $0.50 per share. The exercise price of the RL Warrants, that became exercisable for issuance of the Company's common stock as of August 31, 2012, was adjusted to $0.41 upon the closing of the August 31, 2012 acquisition.
Stock Based Compensation
The fair value of the Company's Restricted Stock Units ("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 $8,262 during the year ended August 31, 2014. As of August 31, 2015, all compensation costs related to RSUs has been recognized
On October 14, 2015, the Company executed an extension to the Lender Financing agreement disclosed in Note 10 whereby the maturity date has been extended to December 15, 2016 with interest calculated at 35% per annum. In the event the facility is below $650,000 prior to December 31, 2015; below $550,000 prior to March 15, 2016; and below $300,000 prior to June 15, 2016, the interest rate will be adjusted to 7% per annum.
On October 26, 2015, the Company filed a Preliminary Schedule 14C Information Statement with the Securities and Exchange Commission in connection with approval by the Company's board of directors and majority stockholders of an amendment the Articles of Incorporation to: (i) change the Company's name from StreamTrack, Inc. to Total Sports Media, Inc., (ii) effect a 1-for 800 reverse split of the Company's common stock and (iii) decrease the authorized number of shares of common stock from an unlimited number to 40,000,000. The amendment will be effective upon filing with the Secretary of State of Wyoming, which will occur approximately, but not less than, 20 days after the definitive information statement is mailed to stockholders.
Subsequent to August 31, 2015, 110 shares of Series C Preferred Stock were converted into 165,000,000 shares of common stock.
Subsequent to August 31, 2015, the Company's officers have advanced an additional $85,000 to the Company.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
As of August 31, 2015, our management, including our principal executive officer and principal financial officer, had evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) pursuant to Rule 13a-15(b) under the Exchange Act. Based upon and as of the date of the evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of August 31, 2015 to ensure that information required to be disclosed is recorded, processed, summarized, and reported within the specified periods and is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic SEC reports.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
We carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer of the effectiveness of our internal controls over financial reporting as of August 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control-Integrated Framework." Based on this assessment, management believes that, as of August 31, 2015, our internal control over financial reporting was effective based on those criteria.
No Attestation Report by Independent Registered Accountant
The effectiveness of our internal control over financial reporting as of August 31, 2015 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended August 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table lists the executive officers and directors of the Company and its subsidiaries as of August 31, 2015:
Name | | Age | | Position |
| | | | |
Michael Hill | | 39 | | Chief Executive Officer, President, Chief Financial Officer, Corporate Secretary, and Chairman of the Board of Directors of StreamTrack, Inc. and Chief Financial Officer, Corporate Secretary, and Chairman of the Board of Directors of StreamTrack Media, Inc. |
| | | | |
Aaron Gravitz | | 35 | | Director of StreamTrack, Inc. and Chief Executive Officer of StreamTrack Media, Inc. |
Michael Hill, age 39, has been the Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of StreamTrack, Inc. since May 2012. He is also the co-founder of RadioLoyalty, Inc., a digital media and streaming solutions provider with innovative technology focused on the internet, mobile, radio and television broadcasting industries which was acquired by StreamTrack's wholly owned subsidiary, StreamTrack Media, Inc., a California corporation ("STMI"), in August 2012. Mr. Hill has been the Chief Financial Officer, Corporate Secretary, and Chairman of the Board of Directors of STMI since its inception and was the Chief Executive Officer and President of STMI from its inception to September 2012. Mr. Hill is a seasoned media executive with over 11 years of experience building digital businesses. Prior to launching RadioLoyalty in 2011, Mr. Hill was the Chief Strategy Officer of Lenco Mobile, Inc., a global mobile technology services and marketing company. His primary responsibilities were to oversee the development, deployment and launch of international offices in United Kingdom, Mexico, Colombia, Singapore, New Zealand, China, South Korea and Australia. Simultaneously, Mr. Hill was responsible for the technology design, development, launch and implementation of its MMS Messaging Platform with the world's largest wireless carriers. Before joining Lenco Mobile, Mr. Hill founded AdMax Media in 2008, an advertising technology company where he developed an advertising network software, Admaximizer.com. From 2004 until 2008, Mr. Hill served as the Chairman and Chief Executive Officer of Commerce Planet. In 2008, both businesses were sold to a public company, Lenco Mobile Inc., which purchased all assets and liabilities, establishing the AdMax Media operation. A veteran of online advertising, Mr. Hill has founded multiple other private technology and media companies. Mr. Hill has designed and developed many proprietary technology platforms, including but not limited to UniversalPlayer TM , RadioLoyalty TM , Admaximizer TM , WatchThis TM , Jupiter MMS TM , and Build.mobi. Prior to this work, Mr. Hill served in the United States Navy, receiving the honor of Enlisted Surface Warfare Specialist.
Mr. Hill's qualifications:
| · | Leadership experience – Mr. Hill has been our Chairman, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary since May 2012. He also currently serves as the Chairman, Chief Financial Officer, and Corporate Secretary of STMI. |
| | |
| · | Finance experience – Mr. Hill currently serves as Chief Financial Officer of StreamTrack, Inc. and has been supervising the financial management of StreamTrack, Inc. since May 2012. |
| | |
| · | Industry experience – Mr. Hill has built numerous successful digital media businesses for the past 11 years. |
Aaron Gravitz. Mr. Gravitz, age 35, co-founded RadioLoyalty Inc. in 2011. He has been a director of the Company since September 2012 and the Chief Executive Officer of STMI since September 2012. He has over 16 years experience in the online advertising space. Prior to co-founding RadioLoyalty, Inc., he was the Chief Operating Officer of Lenco Media Inc. from January 2011 to September 2012 and the Chief Operating officer of AdMax Media Inc. from January 2010 to January 2011. Mr. Gravitz joined Commerce Planet in 2004, serving in various roles, and ultimately as Chief Operating Officer. Mr. Gravitz has significant experience in operating an advertising network, bringing products to market, and managing the entire media buying and selling process. His track record includes founding multiple companies that grew to over 50 million dollars in combined sales, with several leading to acquisition. Mr. Gravitz's current responsibilities at the Company include, but are not limited to, directing operations, overseeing media buying and sales, product development, managing strategic relationships, directing customer relations, and broadcaster development. Mr. Gravitz received a bachelor's degree in public policy and ethics from the University of California Santa Barbara in 2004.
Mr. Gravitz's qualifications:
| · | Leadership Experience – Mr. Gravitz has held various leadership and executive positions including Chief Executive Officer of STMI and COO of RadioLoyalty Inc. |
| | |
| · | Industry Experience – Mr. Gravitz has built numerous successful digital media businesses for the past 11 years. |
No director is required to make any specific amount or percentage of his business time available to us. Our officer intends to devote such amount of his time to our affairs as is required or deemed appropriate by us.
Limitation of Liability and Indemnification of Officers and Directors
Under the Wyoming General Corporation Law and the Company's Articles of Incorporation, as amended, the Company's directors will have no personal liability to the Company or its stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care". This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Board Committees
Our Board of Directors does not have an audit committee and our full Board of Directors is presently performing the functions of an audit committee. Our Board of Directors does not have a compensation committee so all decisions with respect to management compensation are made by the whole board. Our Board of Directors does not have a nominating committee. Therefore, the selection of persons or election to the board of directors was neither independently made nor negotiated at arm's length. The Company does not have an audit committee financial expert because it does not presently have the resources to retain one.
Auditor Independence
Our Board of Directors has considered whether the provisions of non-audit services are compatible with maintaining our auditors' independence.
Code of Conduct
We not yet adopted a Code of Conduct to apply to our directors, officers and employees.
Compliance with Section 16(A) of Exchange Act
Section 16(a) of the Exchange Act requires our officers and directors, and certain persons who own more than 10% of a registered class of our equity securities (collectively, "Reporting Persons"), to file reports of ownership and changes in ownership ("Section 16 Reports") with the Securities and Exchange Commission (the "SEC"). Reporting Persons are required by the SEC to furnish the Company with copies of all Section 16 Reports they file.
Based solely on its review of the copies of such Section 16 Reports received by it, or written representations received from certain Reporting Persons, all Section 16(a) filing requirements applicable to the Company's Reporting Persons during and with respect to the fiscal year ended August 31, 2015 have been complied with on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table ("Named Executive Officers"), and executive officers that we may hire in the future. As more fully described below, our board of directors makes all decisions for the total direct compensation of our executive officers, including the Named Executive Officers. We do not have a compensation committee, so all decisions with respect to management compensation are made by the whole board.
Compensation Program Objectives and Rewards
Our compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, in determining executive compensation, we consider all relevant factors, such as the competition for talent, our desire to link pay with performance in the future, the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork and performance, and each executive's total compensation package. We strive to accomplish these objectives by compensating all executives with total compensation packages consisting of a combination of competitive base salary and incentive compensation.
To date, we have not applied a formal compensation program to determine the compensation of the Named Executives Officers. In the future, as we and our management team expand, our board of directors expects to add independent members, form a compensation committee comprised of independent directors, and apply the compensation philosophy and policies described in this section of the 10K.
The primary purpose of the compensation and benefits described below is to attract, retain, and motivate highly talented individuals when we do hire, who will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace. Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject to the annual review of the board of directors. The following is a brief description of the key elements of our planned executive compensation structure.
| · | Base salary and benefits are designed to attract and retain employees over time. |
| | |
| · | Incentive compensation awards are designed to focus employees on the business objectives for a particular year. |
| | |
| · | Equity incentive awards, such as stock options and non-vested stock, focus executives' efforts on the behaviors within the recipients' control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements. |
| | |
| · | Severance and change in control plans are designed to facilitate a company's ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits to any of our Name Executive Officers. |
Benchmarking
We have not yet adopted benchmarking but may do so in the future. When making compensation decisions, our board of directors may compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-traded and privately-held companies. Our board believes that while such peer group benchmarks are a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation as each executive officer's compensation relative to the benchmark varies based on scope of responsibility and time in the position. We have not yet formally established our peer group for this purpose.
Benefits and Prerequisites
At this stage of our business we have limited benefits and no prerequisites for our employees other than health insurance and vacation benefits that are generally comparable to those offered by other small private and public companies or as may be required by applicable state employment laws. We may adopt retirement plans and confer other fringe benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.
Separation and Change in Control Arrangements
We do not have any employment agreements with our Named Executive Officers or any other executive officer or employee of the Company. None of them are eligible for specific benefits or payments if their employment or engagement terminates in a separation or if there is a change of control.
Executive Officer Compensation
The following summary compensation table sets forth certain information concerning compensation paid to the Company's Chief Executive Officer and its most highly paid executive officers (the "Named Executive Officers") whose total annual salary and bonus for services rendered in all capacities for the year ended August 31, 2015 was $100,000 or more.
Summary Compensation Table
Name and Principal Position | | Fiscal Year | | Salary | | | Bonus | | | Restricted Stock Awards | | | All Other Compensation | | | Total | |
| | | | | | | | | | | | | | | | | |
Michael Hill (1) | | 2015 | | $ | 117,336 | | | | -0- | | | $ | -0- | | | | -0- | | | $ | 117,336 | |
Chairman, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of StreamTrack, Inc. and Chairman, Chief Financial Officer, and Corporate Secretary of STMI | | 2014 | | $ | 240,000 | | | | -0- | | | $ | -0- | | | | -0- | | | $ | 240,000 | |
| | | | | | | | | | | | | | | | | | | | | | |
Aaron Gravitz (2) | | 2015 | | $ | 97,336 | | | | -0- | | | $ | -0- | | | | -0- | | | $ | 97,336 | |
Director of StreamTrack, Inc. and Chief Executive Officer of STMI | | 2014 | | $ | 240,000 | | | | -0- | | | $ | -0- | | | | -0- | | | $ | 240,000 | |
_______________
(1) | Mr. Hill has been Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of StreamTrack since May 2012 and Chairman, Chief Financial Officer, and Corporate Secretary of STMI since August 2012. Current year salary amounts presented above include accrual of $20,000 per month for the period from September 2014 to November 2014 and $4,667 for the period from December 2014 to August 2015. As of August 31, 2015, total amounts included within related party payables on the accompanying balance sheet for the officer's services during the 2015 fiscal year was approximately $50,000. |
(2) | Mr. Gravtiz has been a director of StreamTrack since September 2012 and the Chief Executive Officer of STMI since September 2012. Current year salary amounts presented above include accrual of $20,000 per month for the period from September 2014 to October 2014 and $4,667 for the period from December 2015 to August 2015. As of August 31, 2015, total amounts included within related party payables on the accompanying balance sheet for the officer's services during the 2015 fiscal year were $108,000. |
Employment Agreements
We have not entered into employment agreements with our executive officers.
Outstanding Equity Awards at Fiscal Year-End
None.
Employee Benefit Plans
We have not yet, and have no plans to, establish a management stock option plan pursuant to which stock options may be authorized and granted to the executive officers, directors, employees and key consultants of StreamTrack, Inc.
Director Compensation
None of our directors received any compensation for their respective services rendered to us as directors during the year ended August 31, 2015.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth the names of our executive officers and directors and all persons known by us to beneficially own 5% or more of the issued and outstanding common stock of StreamTrack, Inc. at November 30, 2015. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or become exercisable within 60 days of November 30, 2015 are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The percentage ownership of each beneficial owner is based on 3,559,818,555 outstanding shares of common stock. Except as otherwise listed below, the address of each person is c/o StreamTrack, Inc., 347 Chapala Street, Santa Barbara, California 93101. Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such person's name.
Name, Title and Address | | Number of Shares Beneficially Owned | | | Percentage Ownership | |
| | | | | | |
Michael Hill | | | | | | |
Chairman, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of StreamTrack, Inc. and Chairman, Chief Financial Officer, and Corporate Secretary of STMI (1) | | | 766,332,598 | | | | 21.6 | % |
| | | | | | | | |
Aaron Gravitz | | | | | | | | |
Director of StreamTrack, Inc. and Chief Executive Officer of STMI (1) | | | 556,180,583 | | | | 15.6 | % |
| | | | | | | | |
All current Executive Officers as a Group (2 persons) | | | 1,322,513,181 | | | | 37.2 | % |
________________
(1) Michael Hill and Aaron Gravitz each own 100,000 shares of Series B Preferred Stock, together representing 100% of the outstanding shares of Series B Preferred Stock. Shares of Series B Preferred Stock are not convertible into common stock, except that, effective upon the closing of a Qualified Financing, all issued and outstanding shares of Series B Preferred Stock will automatically convert into common stock in an amount determined by dividing the product of the number of shares being converted and the Stated Value of $1.00 by the Conversion Price. The Conversion Price will be equal to the price per share of the common stock sold under the Qualified Financing. A "Qualified Financing" is defined as the sale by the Company in a single offering of common stock or securities convertible into common stock for gross proceeds of at least $5,000,000. Each share of Series B Preferred Stock entitles the holder to cast such number of votes equal to 0.000255% of the total number of votes entitled to be cast. Thus, Mr. Hill and Mr. Gravitz, as the holders of the 200,000 outstanding shares of Series B Preferred Stock, collectively own 51% of the voting power of the Company's stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Financing
The related party payable as of August 31, 2015 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. See Note 9 and Note 10 for additional information.
Director Independence
None of our directors is independent as defined under the Nasdaq Marketplace Rules.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed to us for the most recently completed fiscal year ended August 31, 2015 and for fiscal year ended August 31, 2014 for professional services rendered by the principal accountant were as follows:
Audit Fees
An aggregate of $33,000 was billed by our auditors for the following professional services: audit of our annual financial statement for the fiscal year ended August 31, 2015, and review of the interim financial statements included in quarterly reports on Form 10-Q for the periods ended November 30, 2014, February 28, 2015, and May 31, 2015.
An aggregate of $29,000 was billed by our auditors for the following professional services: audit of our annual financial statement for the fiscal year ended August 31, 2014, and review of the interim financial statements included in quarterly reports on Form 10-Q for the periods ended November 30, 2013, February 28, 2014, and May 31, 2014.
Audit Related Fees
Our auditors billed us $0 for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding section during the fiscal years ended August 31, 2015 and 2014.
Tax Fees
Our auditors billed us $0 for tax preparation services during the fiscal years ended August 31, 2015 and 2014.
All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in the preceding sections was $0 during the fiscal years ended August 31, 2015 and 2014.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
21.1 | | List of Subsidiaries StreamTrack Media, Inc. RadioLoyalty, Inc. |
| | |
23.1 | | Consent of Silberstein Ungar, PLLC |
| | |
31.1 | | Section 302 Certification of Principal Executive Officer |
| | |
32.1 | | Section 906 Certification of Principal Executive Officer |
101.INS ** | | XBRL Instance Document |
| | |
101.SCH ** | | XBRL Taxonomy Extension Schema Document |
| | |
101.CAL ** | | XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.DEF ** | | XBRL Taxonomy Extension Definition Linkbase Document |
| | |
101.LAB ** | | XBRL Taxonomy Extension Label Linkbase Document |
| | |
101.PRE ** | | XBRL Taxonomy Extension Presentation Linkbase Document |
_________________
(1) | Incorporated by reference from the exhibits included with our Form S-1 Registration Statement filed with the Securities and Exchange Commission, SEC file 0001442376-09-000021 and our Form S-8 Registration Statement filed with the Securities and Exchange Commission SEC file 333-177311. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32. |
(2) | Incorporated by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2012. |
(3) | Incorporated by reference to the Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2012. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STREAMTRACK, INC. | |
| | | |
Dated: December 15, 2015 | By: | /s/ Michael Hill | |
| | Michael Hill, | |
| | Chief Executive Officer, President, | |
| | Chief Financial Officer, and Corporate Secretary | |
| | (Principal Executive Officer and Principal Financial/Accounting Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: December 15, 2015 | | | Dated: December 15, 2015 | |
| | | | | |
By: | /s/ Michael Hill | | By: | /s/ Aaron Gravitz | |
| Michael Hill, | | | Aaron Gravitz, | |
| Chief Executive Officer, President, | | | Director | |
| Chief Financial Officer, and Corporate Secretary | | | | |
| (Principal Executive Officer and Principal Financial/Accounting Officer) | | | | |
41
EXHIBIT 31.1
CERTIFICATION
I, Michael Hill, certify that:
1. | I have reviewed this Annual Report on Form 10-K of StreamTrack, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: December 15, 2015 | By: | /s/ Michael Hill | |
| | Michael Hill, | |
| | Chief Executive Officer, Chief Financial Officer and President | |
| | (Principal Executive Officer and Principal Financial Officer) | |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of StreamTrack, Inc. (the "Company") on Form 10-K for the period ending August 31, 2015 (the "Report") I, Michael Hill, Chief Executive Officer and President of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: December 15, 2015 | By: | /s/ Michael Hill | |
| | Michael Hill, | |
| | Chief Executive Officer, Chief Financial Officer and President | |
| | (Principal Executive Officer and Principal Financial Officer) | |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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v3.3.1.900
Consolidated Balance Sheets - USD ($)
|
Aug. 31, 2015 |
Aug. 31, 2014 |
Current assets: |
|
|
Cash |
$ 7,909
|
$ 26,590
|
Accounts receivable, net of allowances of $6,000 and $6,000, respectively |
114,253
|
314,731
|
Prepaid expenses |
$ 2,196
|
16,858
|
Other current assets |
|
10,150
|
Total current assets |
$ 124,358
|
368,329
|
Property and equipment, net |
$ 660,973
|
499,315
|
Other assets |
|
|
Notes receivable |
|
171,000
|
Other assets |
$ 56,613
|
45,853
|
Total other assets |
56,613
|
216,853
|
Total assets |
841,944
|
1,084,497
|
Current liabilities: |
|
|
Accounts payable and accrued expenses |
1,147,249
|
1,109,456
|
Line of credit |
610,950
|
532,305
|
Derivative liability embedded within convertible note payable |
898,856
|
1,022,350
|
Capital lease payable - in default |
54,704
|
63,704
|
Related party payable |
159,660
|
8,062
|
Convertible notes payable, net of discount of $19,794 and $79,328, respectively |
739,798
|
745,445
|
Related party convertible notes payable, net of discount of $0 and $15,046, respectively |
197,850
|
309,951
|
Total current liabilities |
3,809,067
|
3,791,273
|
Long term liabilities |
|
|
Convertible notes payable, net of discount of $155,249 and $0, respectively |
115,907
|
10,000
|
Related party convertible notes payable, net of discount of $442,744 and $0, respectively |
$ 428,370
|
85,134
|
Related party payables |
|
626,864
|
Total long term liabilities |
$ 544,277
|
721,998
|
Total liabilities |
4,353,344
|
$ 4,513,271
|
Series C preferred stock; $0.0001 par value; 20,000 shares authorized; 11,800 shares issued and outstanding as of August 31, 2015 |
$ 1,770,000
|
|
Stockholders' Deficit: |
|
|
Series A preferred stock; $0.0001 par value; 100 shares authorized; 0 shares issued and outstanding as of August 31, 2015 and 2014 |
|
|
Series B preferred stock; $0.0001 par value; 200,000 shares authorized; 200,000 shares issued and outstanding as of August 31, 2015 and 2014 |
$ 20
|
$ 20
|
Common stock, $0.0001 par value; Unlimited shares authorized at August 31, 2015; 1,000,000,000 shares authorized at August 31, 2014; 3,403,519,796 shares issued and outstanding at August 31, 2015; 202,247,023 shares issued and 184,786,023 shares outstanding as of August 31, 2014 |
340,352
|
18,479
|
Additional paid-in capital |
$ 3,341,837
|
$ 2,109,652
|
Common stock to be issued |
75,000
|
|
Accumulated deficit |
$ (9,038,609)
|
$ (5,556,925)
|
Total stockholders' deficit |
(5,281,400)
|
(3,428,774)
|
Total liabilities and stockholders' deficit |
$ 841,944
|
$ 1,084,497
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - USD ($)
|
Aug. 31, 2015 |
Aug. 31, 2014 |
Assets |
|
|
Accounts receivable, net of allowances |
$ 6,000
|
$ 6,000
|
Current liabilities: |
|
|
Convertible notes payable, net of discount |
19,794
|
79,328
|
Related party convertible notes payable, net of debt discount |
0
|
15,046
|
Long term liabilities |
|
|
Convertible notes payable, net of discount |
155,249
|
0
|
Related party convertible promissory notes, net of debt discount |
$ 442,744
|
$ 0
|
Stockholders' deficit: |
|
|
Preferred stock series C, par value |
$ 0.0001
|
$ 0
|
Preferred stock series C, Authorized |
20,000
|
0
|
Preferred stock series C, Issued |
11,800
|
0
|
Preferred stock series C, outstanding |
11,800
|
0
|
Preferred stock series A, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock series A, Authorized |
100
|
100
|
Preferred stock series A, Issued |
0
|
0
|
Preferred stock series A, outstanding |
0
|
0
|
Preferred stock series B, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock series B, Authorized |
200,000
|
200,000
|
Preferred stock series B, Issued |
200,000
|
200,000
|
Preferred stock series B, outstanding |
200,000
|
200,000
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, Authorized |
|
1,000,000,000
|
Common stock, Issued |
3,403,519,796
|
202,247,023
|
Common stock, outstanding |
3,403,519,796
|
184,786,023
|
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v3.3.1.900
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Aug. 31, 2015 |
Aug. 31, 2014 |
Revenue |
|
|
Advertising |
$ 895,407
|
$ 1,696,958
|
Services |
35,750
|
33,000
|
Total revenue |
931,157
|
1,729,958
|
Costs of revenues: |
|
|
Media network |
335,452
|
439,282
|
Depreciation and amortization |
77,986
|
329,184
|
Colocation services |
145,556
|
168,796
|
Broadcaster commissions |
105,889
|
147,116
|
Other costs |
2,858
|
175,788
|
Total costs of revenues |
667,741
|
1,260,166
|
Gross profit |
263,416
|
469,792
|
Operating expenses |
|
|
Consulting fees |
101,948
|
33,283
|
Professional fees |
190,442
|
157,463
|
Product development |
20,568
|
49,190
|
Officer compensation |
79,424
|
352,100
|
Rents |
150,125
|
172,604
|
Sales and marketing (including stock compensation of $0 and $8,262, respectively) |
103,123
|
144,214
|
Bad debts |
181,500
|
(8,785)
|
Other expenses |
493,006
|
227,642
|
Total operating expenses |
1,320,136
|
1,127,711
|
Loss from operations |
(1,056,720)
|
(657,919)
|
Other income (expense): |
|
|
Other income (expense) |
(89,501)
|
21,406
|
Interest expense (including accretion of debt discount of $761,356 and $246,336, respectively) |
(1,116,227)
|
(572,953)
|
Loss on extinguishment |
(99,062)
|
$ (1,439,044)
|
Loss on settlements |
(1,574,848)
|
|
Change in fair value of derivatives |
454,674
|
$ 1,487,448
|
Total other income (expense) |
(2,424,964)
|
(503,143)
|
Loss before provision for income taxes |
$ (3,481,684)
|
$ (1,161,062)
|
Provision for income taxes |
|
|
Net loss |
$ (3,481,684)
|
$ (1,161,062)
|
Basic and diluted net loss per common share attributable to common stockholders |
$ (0.00)
|
$ (0.02)
|
Weighted-average number of shares used in computing basic and diluted per share amounts |
2,132,566,242
|
63,688,587
|
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v3.3.1.900
Consolidated Statements of Stockholders' Deficit - USD ($)
|
Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Stock Based Compensation |
Common Stock to be Issued |
Accumulated Deficit |
Total |
Beginning Balance, Amount at Aug. 31, 2013 |
|
$ 1,705
|
$ 1,223,508
|
$ (8,262)
|
|
$ (4,395,863)
|
$ (3,178,912)
|
Beginning Balance, Shares at Aug. 31, 2013 |
|
17,045,823
|
|
|
|
|
|
Common stock issued on debt conversion, Amount |
|
$ 9,277
|
249,369
|
|
|
|
258,646
|
Common stock issued on debt conversion, Shares |
|
92,767,449
|
|
|
|
|
|
Series B preferred stock issued for related party liabilities, Amount |
$ 20
|
|
199,980
|
|
|
|
200,000
|
Series B preferred stock issued for related party liabilities, Shares |
200,000
|
|
|
|
|
|
|
Common stock for services, Amount |
|
$ 13
|
(3,495)
|
|
|
|
(3,482)
|
Common stock for services, Shares |
|
133,751
|
|
|
|
|
|
Discount on convertible debt |
|
|
22,895
|
|
|
|
22,895
|
Common stock for settlement of accounts payable, Amount |
|
$ 775
|
57,725
|
|
|
|
58,500
|
Common stock for settlement of accounts payable, Shares |
|
7,750,000
|
|
|
|
|
|
Common stock for acquisition of assets, Amount |
|
$ 85
|
42,415
|
|
|
|
42,500
|
Common stock for acquisition of assets, Shares |
|
850,000
|
|
|
|
|
|
Common stock for ASC settlement, Amount |
|
$ 6,624
|
$ 317,255
|
|
|
|
323,879
|
Common stock for ASC settlement, Shares |
|
66,239,000
|
|
|
|
|
|
Amortization of stock based compensation |
|
|
|
$ 8,262
|
|
|
8,262
|
Net loss |
|
|
|
|
|
$ (1,161,062)
|
(1,161,062)
|
Ending Balance, Amount at Aug. 31, 2014 |
$ 20
|
$ 18,479
|
$ 2,109,652
|
|
|
$ (5,556,925)
|
(3,428,774)
|
Ending Balance, Shares at Aug. 31, 2014 |
200,000
|
184,786,023
|
|
|
|
|
|
Common stock issued on debt conversion, Amount |
|
$ 245,749
|
60,429
|
|
|
|
306,178
|
Common stock issued on debt conversion, Shares |
|
2,457,488,988
|
|
|
|
|
|
Discount on convertible debt |
|
|
$ 963,614
|
|
|
|
963,614
|
Common stock for settlement of accounts payable, Amount |
|
$ 10,196
|
|
|
|
|
10,196
|
Common stock for settlement of accounts payable, Shares |
|
101,962,896
|
|
|
|
|
|
Common stock for ASC settlement, Amount |
|
$ 33,699
|
$ 198,026
|
|
|
|
231,725
|
Common stock for ASC settlement, Shares |
|
336,993,000
|
|
|
|
|
|
Common stock issued for true up on debt conversion, Amount |
|
$ 8,729
|
$ 4,116
|
|
|
|
12,845
|
Common stock issued for true up on debt conversion, Shares |
|
87,288,889
|
|
|
|
|
|
Proceeds to be satisfied with common stock |
|
|
|
|
$ 75,000
|
|
75,000
|
Common stock issued in connection with debt exchange, Amount |
|
$ 1,000
|
$ 6,000
|
|
|
|
7,000
|
Common stock issued in connection with debt exchange, Shares |
|
10,000,000
|
|
|
|
|
|
Conversions of Series C preferred stock, Amount |
|
$ 22,500
|
|
|
|
|
22,500
|
Conversions of Series C preferred stock, Shares |
|
225,000,000
|
|
|
|
|
|
Net loss |
|
|
|
|
|
$ (3,481,684)
|
(3,481,684)
|
Ending Balance, Amount at Aug. 31, 2015 |
$ 20
|
$ 340,352
|
$ 3,341,837
|
|
$ 75,000
|
$ (9,038,609)
|
$ (5,281,400)
|
Ending Balance, Shares at Aug. 31, 2015 |
200,000
|
3,403,519,796
|
|
|
|
|
|
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v3.3.1.900
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Aug. 31, 2015 |
Aug. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
Net loss |
$ (3,481,684)
|
$ (1,161,062)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Bad debt expense |
181,500
|
|
Depreciation and amortization |
326,330
|
$ 376,384
|
Re-measurement of derivative liabilities |
(454,674)
|
(1,487,448)
|
Accretion of debt discount |
761,356
|
246,336
|
Stock issued for services and finance fees |
10,134
|
25,780
|
Amortization of finance fees |
12,844
|
$ 28,750
|
Loss on settlements |
1,574,848
|
|
Loss on extinguishment of debt |
101,562
|
$ 1,439,044
|
Changes in operating assets and liabilities: |
|
|
Accounts receivable |
200,478
|
59,240
|
Prepaid expenses |
14,662
|
10,468
|
Note receivable |
(10,500)
|
(10,500)
|
Other current assets |
10,150
|
(10,150)
|
Accounts payable and accrued expenses |
262,842
|
192,274
|
Related party accrued liabilities |
151,838
|
366,221
|
Net cash used in operating activities |
(338,314)
|
75,337
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
Purchases of property and equipment |
(487,988)
|
(433,066)
|
Other assets |
109,240
|
(8,291)
|
Net cash used in investing activities |
(378,748)
|
(441,357)
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
Proceeds from issuance of convertible promissory notes |
181,459
|
315,000
|
Payments on related party notes payable |
(89,284)
|
(114,866)
|
Proceeds from line of credit |
78,645
|
124,975
|
Payments on capital lease |
(9,000)
|
$ (27,000)
|
Proceeds from issuance of convertible promissory notes - related parties |
402,250
|
|
Fees paid to ASC under settlement |
59,311
|
$ 86,521
|
Proceeds from sale of common stock / common stock to be issued |
75,000
|
|
Net cash provided by financing activities |
698,381
|
$ 384,630
|
Change in cash and cash equivalents |
(18,681)
|
18,610
|
Cash and cash equivalents, beginning of period |
26,590
|
7,980
|
Cash and cash equivalents, end of period |
7,909
|
26,590
|
Supplemental disclosures of cash flow information |
|
|
Cash paid for interest |
97,231
|
$ 983
|
Cash paid for income taxes |
2,400
|
|
Non cash investing and financing activities: |
|
|
Issuance of common stock for conversion of debt and accrued interest |
$ 306,178
|
$ 209,321
|
Issuance of preferred stock in satisfaction of amounts owed to officers |
|
200,000
|
Acquisition of assets with issuance of common stock |
|
42,500
|
Beneficial conversion feature recorded on convertible debt |
$ 963,614
|
272,895
|
Issuance of common stock for accounts payable |
172,414
|
$ 37,500
|
Assets acquired with Series C preferred stock |
$ 120,000
|
|
Financing fees added to the Line of Credit |
|
$ 45,000
|
Conversion of Series C preferred stock in common stock |
$ 22,500
|
|
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v3.3.1.900
Description of Business and Basis of Presentation
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 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 5,000 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 Amped Fantasy and SportsAlert, a fantasy sports product. The Company
was incorporated as a Wyoming corporation on May 6, 2008.
Basis
of Presentation
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, 2015, the Company recorded a net loss of $3,481,684 and had negative working capital of $3,684,949.
The net loss and negative working capital indicate substantial doubt about the entity's ability to continue as a going concern.
Management
is confident but cannot guarantee that additional capital can be raised in order to repay debts and continue operations. For the
twelve months ending August 31, 2016, the Company is obligated to make payments on certain operating leases, convertible debts,
and a capital lease, among others of $108,315, $957,442, and $54,704, respectively. The Company's 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. Since inception and through the date of these financial statements, the Company has successfully
raised a significant amount of capital through debt and equity offerings. The Company anticipates launching several new product
offerings and initiating certain new significant partnerships during the fiscal year ending August 31, 2016 The Company anticipates
those products and partnerships to be profitable but notes that it will require an unknown amount of capital for product development
and commercial deployment. The Company will attempt to have its potential partners pay for the some of these costs but management
cannot be certain that it will succeed in entering into such arrangements. Management may potentially make a business decision
to move forward, delay, or cancel certain partnerships because of the Company's overall capital needs. Nonetheless, the ability
of the Company to continue as a going concern is dependent on the successful execution of the business plan and become profitable.
If the Company is unable to become profitable and sustain positive cash flow from operations, 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, stock-based compensation, fair values of warrants to purchase common stock, derivative liabilities
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 RadioLoyaltyTM , WatchThisTM , 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.
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v3.3.1.900
Summary of Significant Accounting Policies
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 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.
In some events, smaller advertisers are reported as gross revenue with an expense recorded against the revenue.
Services
Revenue. The Company generated services revenues for the period from September 1, 2014 through August 31, 2015. These revenues
related to the provision of data and streaming hosting services to one customer.
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 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 (gains) losses during the fiscal years ended August 31,
2015 and 2014 totaled $181,500 and ($8,785), respectively.
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:
Internally
developed and purchased 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 years ended August 31, 2015 and 2014, the Company capitalized $407,989 and $416,971 in costs
related to internal use software and website development, respectively. Management also determined that $20,568 and $49,190 in
certain software and website development costs did not meet the relevant criteria to be capitalized during fiscal 2015 and 2014,
respectively. As a result, all of these costs were expensed and included within the accompanying statement of operations as "product
development" during the years indicated. See Note 3 for discussion related to the impairment of a product.
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
Compensation
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 to employees 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. The Company recognizes stock-based compensation for awards granted to non-employees over the expected
service period revaluing the award at each reporting period in accordance with the appropriate accounting guidance. 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 and non-employees to hold their stock awards 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 and publishers who provide us with their content and listenership,
infrastructure costs related to content streaming, costs related to creating and serving advertisements as well as third party
ad serving technology providers. 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 years ended August 31, 2015 and 2014. The Company does have ongoing commitments with the majority of the consultants
the Company worked with during the years ended August 31, 2015 and 2014.
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.
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 PlayerTM,
the RadioLoyaltyTM, online and mobile content integration and development of new advertising products or development, enhancement
of other new technologies and its fantasy sports products. The Company expenses product development costs to the extent they can't
be capitalized under the pertaining accounting guidance.
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 Officers are not currently under long-term contracts with the Company. During the years ended August 31, 2015 and 2014,
compensation was either accrued or paid to these executives out of operations from time to time but no formal compensation plan
has been in place. See Notes 9 and 10 for additional information.
General
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, 2015 and 2014, 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.
Net
Loss Per Share
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.
|
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
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v3.3.1.900
Composition of Certain Financial Statement Captions
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 3 - Composition of Certain Financial Statement Captions |
Property
and Equipment
Property
and equipment consisted of the following:
|
|
As
of August 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Software |
|
$ |
1,775,220 |
|
|
$ |
1,247,232 |
|
Servers, computers,
and other related equipment |
|
|
198,924 |
|
|
|
198,924 |
|
Leasehold improvements |
|
|
1,675 |
|
|
|
1,675 |
|
|
|
|
1,975,819 |
|
|
|
1,447,831 |
|
Less accumulated
depreciation and amortization |
|
|
(1,314,846 |
) |
|
|
(948,516 |
) |
|
|
|
|
|
|
|
|
|
Property and equipment,
net |
|
$ |
660,973 |
|
|
$ |
499,315 |
|
Depreciation
and amortization expense totaled $326,330 and $376,384 for the years ended August 31, 2015 and 2014, respectively. During the
year ended August 31, 2015, the Company impaired approximately $40,000 in assets in which future cash flows were not expected
to support. There were no write-offs during the fiscal year ended August 31, 2014.
Note
receivable
Note
receivable consisted of a $150,000 convertible promissory and accrued interest of $21,000 at August 31, 2014. The note bears interest
at 7% and is 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 PlayerTM technology platform
to better suit the digital content provider's specific needs. The Company received a $25,000 deposit previously. The Company has
received the remaining fees, which are recorded as a note receivable. The Company wrote off the balance of the note and accrued
interest totaling $181,500 in August 2015 due to the probability the notes receivable would not paid. In September 2015, the Company
received notice that the digital content provider has filed for bankruptcy.
Accounts
Payable and Accrued Expenses
Accounts
payable and accrued expenses consisted of the following:
|
|
As
of August 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
751,129 |
|
|
$ |
824,207 |
|
Accrued consulting
fees |
|
|
- |
|
|
|
43,333 |
|
Accrued broadcaster
commissions |
|
|
92,304 |
|
|
|
60,695 |
|
Accrued interest |
|
|
184,007 |
|
|
|
75,736 |
|
Credit card |
|
|
120,049 |
|
|
|
75,485 |
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued expenses |
|
$ |
1,147,489 |
|
|
$ |
1,079,456 |
|
|
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- DefinitionComposition of certain financial statement captions.
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v3.3.1.900
Fair Value
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 4 - Fair Value |
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.
Fair-value
estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August
31, 2015 and 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair
values. These financial instruments include cash, accounts receivable, prepaids, accounts payable, accrued liabilities, notes
payable, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their
short term in nature or they are payable on demand.
The
following table presents the Company's fair value hierarchy for assets and liabilities measured at fair value on a recurring basis
at August 31, 2015:
|
|
Level
1 |
|
|
Level
2 |
|
|
Level
3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
$ |
7,909 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
7,909 |
|
Total assets measured
at fair value |
|
$ |
7,909 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
7,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
$ |
|
|
|
$ |
898,856 |
|
|
$ |
|
|
|
$ |
898,856 |
|
Total liabilities
measured at fair value |
|
$ |
|
|
|
$ |
898,856 |
|
|
$ |
|
|
|
$ |
898,856 |
|
The
following table presents the Company's fair value hierarchy for assets measured at fair value on a recurring basis at August 31,
2014:
|
|
Level
1 |
|
|
Level
2 |
|
|
Level
3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
$ |
26,590 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
26,590 |
|
Total assets measured
at fair value |
|
$ |
26,590 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
26,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
$ |
|
|
|
$ |
778,257 |
|
|
$ |
|
|
|
$ |
778,257 |
|
Total liabilities
measured at fair value |
|
$ |
|
|
|
$ |
778,257 |
|
|
$ |
|
|
|
$ |
778,257 |
|
The
Company's derivative liabilities were classified as Level 2 within the fair value hierarchy because they were valued using significant
other observable inputs. At each reporting period, the Company calculates the derivative liability using the Black-Scholes pricing
model taking into account variables such as expected life, risk free interest rate, expected volatility, the fair market value
of the Company's common stock and the conversion price.
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v3.3.1.900
Asset Acquisitions and Disposition
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 5 - Asset Acquisitions and Disposition |
Acquisitions
On
November 21, 2013, the Company, entered into an Asset Purchase Agreement with Robot Fruit, Inc., a New York corporation ("Robot
Fruit") pursuant to which, the Company issued 850,000 shares of common stock in exchange for Robot Fruit Mobile Application
Development Platform and related code, intellectual property and goodwill. The Company accounted for the purchase as an asset
acquisition as the assets did not meet the definition of a business. In connection with the agreement, the Company determined
the fair market value of the common stock issued to be $42,500, which was recorded as software within property and equipment on
the accompanying balance sheet. The Company determined the expected life of the asset acquired to be 36 months.
On
April 24, 2015, the Company, entered into an Asset Purchase Agreement with Lux Digital Pictures GmbH Partners ("Lux")
pursuant to which, the Company issued 800 shares of Series C Convertible Preferred Stock for the rights to various domains, source
codes, etc related to Lux's Sports Alert and Amped Fantasy Sports products. The Company determined the price of the Series C issued
to be $120,000 based upon the conversion value of $150 worth of common stock for each share of Series C. The Company recorded
the value of the asset as software within property and equipment on the accompanying balance sheet.. The Company capitalized the
value of the Series C as the products received were near completion and need limited modification prior to the Company placing
into production. The expected life of the asset acquired was estimate to be 36 months.
Disposition
On
November 15, 2013, the Company entered into an Asset Purchase Agreement with Dane Media, LLC (the "Agreement"), a New
Jersey limited liability corporation ("Dane Media") pursuant to which, for an aggregate purchase price of $150,000,
Dane Media purchased from Streamtrack, its (i) Student Matching Services (as defined in the Agreement), (ii) each of (A) www.studentmatchingservice.com and
(B) www.studentmatchingservices.com, and (iii) each of the (A) Call Center Agreement, and the (B) Data/List Management Agreement
(as each are described in the Agreement).
Pursuant
to the Agreement, the Company shall not compete with Dane Media in call center verified education leads for a period of 12 months
following execution of the Agreement. The Company will continue to operate its advertising and lead generation business in various
other vertical markets. Moreover, pursuant to the Agreement, the Company forgave certain payments owed by Dane Media to the Company
of $38,135 which were invoiced between September 1, 2013 and November 15, 2013. The $150,000 purchase price was paid according
to the following schedule: $50,000 upon closing of the transaction; $50,000 on December 13, 2013; and $50,000
on December 31, 2013. In connection, with the transaction the Company recorded a gain on sale of $111,865. The Company did
not reclass the income and expenses directly related to the disposition of the education related lead generation to discontinued
operations. The Company still operates within the advertising and lead generation business services other verticals.
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- DefinitionThe entire disclosure for an asset retirement obligation and the associated long-lived asset. An asset retirement obligation is a legal obligation associated with the disposal or retirement from service of a tangible long-lived asset that results from the acquisition, construction or development, or the normal operations of a long-lived asset, except for certain obligations of lessees.
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v3.3.1.900
Commitments and Contingencies
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 6 - Commitments and Contingencies |
ASC Recap LLC Settlement
On October 23,
2013, the Superior Court in the Judicial District of Danbury, Connecticut entered an order approving the stipulation of the parties
(the "Stipulation") in the matter of ASC Recap LLC ("ASC") v. StreamTrack, Inc. Under the Stipulation, the
Company agreed to issue, as settlement of liabilities owed by the Company to ASC in the aggregate amount of $766,288 (the "Claim
Amount"), shares of common stock (the "Settlement Shares") as follows:
(a) In one or more tranches
as necessary, 3,740,000 shares of common stock (the "Initial Issuance") and an additional 200,000 shares of common stock
as a settlement fee.
(b) Through the Initial
Issuance and any required additional issuances, that number of shares of common stock with an aggregate value equal to (A) the
sum of
(i) the Claim Amount
and (ii) reasonable attorney fees and trade execution fees in the amount of $75,000, divided by (B) the Purchase Price (defined
under the Stipulation as the market price (defined as the lowest closing bid price of the Company's common stock during the valuation
period set forth in the Stipulation) less the product of the Discount (equal to 25%) and the market price. The parties reasonably
estimated that the fair market value of the Settlement Shares and all other amounts to be received by ASC is equal to approximately
$1,100,000.
(c) If at any time during
the valuation period the closing bid price of the Company's common stock is below 90% of the closing bid price on the day before
an issuance date, the Company will immediately cause to be issued to ASC such additional shares as may be required to effect the
purposes of the Stipulation.
(d) Notwithstanding anything
to the contrary in the Stipulation, the number of shares beneficially owned by ASC will not exceed 9.99% of the Company's outstanding
common stock.
In connection with the
Settlement Shares, the Company relied on the exemption from registration provided by Section 3(a)(10) under the Securities Act.
In connection with the
settlement, during the year ended August 31, 2015 the Company issued 336,993,000 shares of common stock to ASC in which gross proceeds
of $231,725 were generated from the sale of the common shares. In connection with the transaction, ASC received fees of $59,311
and providing payments of $172,414 to settle outstanding vendor payables. The remaining amount on the settlement of liabilities
owed by the Company to ASC is in the aggregate amount of $151,290 as of August 31, 2015.
In connection with the
settlement, during the year ended August 31, 2014 the Company issued 66,239,000 shares of common stock to ASC in which gross proceeds
of $323,879 were generated from the sale of the common shares. In connection with the transaction, ASC received fees of $86,521
and providing payments of $237,358 to settle outstanding vendor payables. As of August 31, 2014, the Company issued ASC 17,461,000
shares of common stock in which have been accounted for as issued but not outstanding. The remaining amount on the settlement of
liabilities owed by the Company to ASC is in the aggregate amount of $323,704 as of August 31, 2014. The Company cannot reasonably
estimate the amount of proceeds ASC expects to receive from the sale of these shares which be used to satisfy the liabilities.
Thus, the Company accounts for the transaction as the shares are sold and the liabilities are settled. All amounts are included
within accounts payable. Shares in which are held by ASC at each reporting period are accounted for as issued but not outstanding.
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, 2015:
Fiscal Years Ending August 31, |
|
|
|
2016 |
|
|
108,315 |
|
Total minimum lease payments |
|
$ |
108,315 |
|
The leases are written
under separate arrangements originally expiring throughout fiscal 2014. During fiscal 2014, the Company exercised its option to
renew some of the leases for an additional two years at increased rental rates. Rent expenses for the years ended August 31, 2015
and 2014 totaled $150,125 and $172,604, 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, 2015 and 2014.
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.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Income Taxes
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 7 - Income Taxes |
The
provision for income tax expense (benefit) consists of the following:
|
|
Fiscal
Years Ended August 31, |
|
|
|
2015 |
|
|
2014 |
|
Current |
|
|
|
|
|
|
Federal |
|
$ |
|
|
|
$ |
|
|
State and local |
|
|
|
|
|
|
|
|
Total
current income tax expense |
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
Federal |
|
$ |
(389,634 |
) |
|
$ |
(242,615 |
) |
State and local |
|
|
(119,887 |
) |
|
|
(74,650 |
) |
Valuation allowance |
|
|
509,521 |
|
|
|
317,265 |
|
Total
deferred income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
income tax expense |
|
$ |
|
|
|
$ |
|
|
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, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
U.S. federal taxes
at statutory rate |
|
|
34 |
% |
|
|
34 |
% |
State taxes, net
of federal benefit |
|
|
6 |
|
|
|
6 |
|
Permanent differences |
|
|
(19 |
) |
|
|
|
|
Change in valuation
allowance |
|
|
(21 |
) |
|
|
(40 |
) |
Change in rate |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax
rate |
|
|
-% |
|
|
|
-% |
|
As
of August 31, 2015, the Company had federal net operating loss carryforwards of approximately $3.1 million. The federal net
operating losses and tax credits expire in years beginning in 2021. As of August 31, 2015, the Company had state net operating
loss carryforwards of approximately $3.1 that expire in years beginning in 2021. 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 Company estimates 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, 2015 and 2014, 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 2013 - 2015 tax years remain 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.
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Capital Lease - in Default
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 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. As of August 31, 2015 and 2014,
all assets under capital leases were fully depreciated.
On March 22, 2013, the
Company reached a settlement and release agreement with IBM Credit, LLC, ("IBM") the lessor associated with the Company's
computer servers and software classified under capital lease. The balance owed to IBM as of March 22, 2013 was agreed to be $108,704.
The Company agreed to make payments of $9,000 per month, with a final payment of $9,704 on March 1, 2014 to satisfy this balance.
As of August 31, 2015 and as of the date of these financial statements, the Company was in default of this agreement and the amount
outstanding of $54,704 is reflected as a current liability on the accompanying consolidated balance sheet.
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v3.3.1.900
Related Party Transactions
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 9 - Related Party Transactions |
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. (the "Executives") 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. 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.
The
related party payable as of August 31, 2015 and 2014 consists of unpaid compensation and non-interest bearing cash advances and
charges on personal credit lines made on behalf of the Company by the Executives. The balances owed to the Executives are not
secured and are due on demand. Interest will be charged on these balances. During the year ended August 31, 2015, the Executives
converted a significant portion of amounts due to them for unpaid compensation and other advances to long-term convertible notes
payable, see Note 10 for additional information. In addition, the Executives agreed to a temporary reduction in their annual salary
from $240,000 to $50,000 per annum for the period from December 1, 2014 to May 31, 2015, which has been subsequently extended
to December 31, 2015. As of August 31, 2015 and 2014, amounts due to these Executive related to accrued compensation and advances
were $159,660 and $634,926, respectively.
RL
entered into several convertible promissory notes with its founders, officers and high-level executives since its inception on
December 1, 2011, see Note 10 for additional information.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
Debt Instruments
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 10 - Debt Instruments |
Asset-Based
Debt Financing
On
April 11, 2013, the Company executed a non-dilutive asset-based debt financing (the "Lender Financing") with a third
party (the "Lender"). The Lender Financing consists of a $250,000 line of credit, subsequently increased to $520,000,
secured by all of the Company's assets. The Company's management also executed limited recourse guarantees with the Lender. Interest
is payable monthly based on a floating interest rate determined based on a formula outlined in detail within the financing agreement.
The Company anticipates the effective monthly interest rate charged on the outstanding balance owed to the third party will be
between 3.2% and 1.1%.
On
September 15, 2014, the Company executed an extension to this agreement whereby the maturity date has been extended to December
31, 2015. The Lender financing is currently capped at $520,000 which begins decreasing to $500,000 on December 31, 2014; $450,000
on March 31, 2015; $400,000 on June 30, 2015 and $300,000 by September 30, 2015.
On
March 31, 2015, the Company executed an extension to this agreement whereby the maturity date has been extended to December 31,
2015. The Lender financing is currently capped at $545,692 which begins decreasing to $500,000 on April 30, 2015; $450,000 on
June 30, 2015; and $300,000 on September 30, 2015 and the remainder on December 31, 2015. In the event the that any reduction
in the Facility Amount, is not achieved, before the dates provided or the interest for any month is not paid due the next sequential
month the interest rate will be increased by 1.5% above the current rate for the remainder of the Loan and Security Agreement.
In the event that any reduction in the Facility Amount is achieved 15 or more days prior to the dates provided, the interest rate
will be decreased by 3% for the remainder of the Loan and Security Agreement. As of August 31, 2015, the Company hasn't achieved
the reductions per the agreement. See Note 13 for subsequent amendment to this agreement.
Vendor
Convertible Note
On
November 1, 2012, the Company issued a convertible note for $140,000 (the "Vendor Note") to a former Vendor ("Vendor"). The
Vendor Note was executed on November 1, 2012 and was immediately convertible into the Company's common stock at a 50% discount
to the lowest bid price for the five days prior to the conversion date. The table below details the transactions with the Vendor
during the years ended August 31, 2015 and 2014.
Vendor Note, principal
balance as of August 31, 2013 |
|
$ |
96,500 |
|
Conversion
of Vendor Note to common stock (28,000,000 common shares issued) |
|
|
(61,200 |
) |
Vendor Note, principal
balance as of August 31, 2014 |
|
$ |
35,300 |
|
Conversion
of Vendor Note to common stock (162,250,000) common shares issued) |
|
|
(35,300 |
) |
Vendor Note, principal
balance, August 31, 2015 |
|
$ |
- |
|
Since
the number of shares the Vendor Note was convertible into was indeterminable, the Company determined a derivative liability was
embedded within the Vendor Note. The Company measured the derivative liability using the input attributes disclosed below and
recorded a derivative liability of $190,927 as of November 1, 2012. As a result of the valuation of the derivative liability being
in excess of the value of the proceeds of the Vendor Note by $50,927, this amount was recorded within change in fair value of
derivatives by the Company on November 1, 2012. The debt discount associated with the Vendor Note was immediately expensed to
interest expense as a result of the Vendor Note being immediately convertible and due on demand.
Creditor
Convertible Notes Payable
The
Company relied on various financings from a lender since 2010 (the "Creditor"). Each note issued by the Creditor (the
"Creditor Notes") bears interest per annum at a rate of 8%, default interest rate of 22% and is generally payable within
six months from the issuance date. The Creditor Notes were convertible into shares of the Company's common stock at a conversion
price calculated based on the average of the five (5) lowest bid prices over the 10 day period ending one (1) day prior to the
measurement date multiplied by 61%.In April 2014, the Creditor entered into an exchange agreement with another lender whereby
they transferred their interest in the Creditor Notes to another lender. The table below details the transactions with the Creditor
during the year ended August 31, 2014.
Creditor Notes,
principal balance as of August 31, 2013 |
|
$ |
230,500 |
|
Proceeds
received from additional Creditor Notes |
|
|
42,500 |
|
On
issuance discount related to additional Creditor Notes |
|
|
- |
|
Conversion
of Creditor Notes to common stock (25,499,783 common shares issued) |
|
|
(127,356 |
) |
Assignment
of Creditor Notes |
|
|
(145,644 |
) |
Creditors Notes, principal balance
as of August 31, 2014 |
|
$ |
- |
|
Creditor
#2 Convertible Promissory Notes
In
April 2014, the Creditor entered into an exchange agreement with another lender (the "Creditor #2") whereby the Creditor
transferred the Creditor's notes and accrued interest to Creditor #2. In April, the Company entered into i) a note agreement for
$284,560 representing amounts transferred from the Creditor; ii) two $125,000 notes in which the proceeds were received on the
same date (collectively referred to as the "Creditor #2 Notes") with Creditor #2. The Creditor #2 Notes bear interest
per annum at 10.0%, payable six months after the issuance date and are convertible on the date of issuance based upon based upon
a 45% discount to lowest trading price, for the 15 trading days prior to conversion. As a result, the lower the stock price at
the time the Creditor #2 converts the Creditor #2 Notes, the more common shares the Creditor #2 will receive. The table below
details the transactions with the Creditor #2 during the years ended August 31, 2015 and 2014.
Creditor #2 Notes,
principal balance as of August 31, 2013 |
|
$ |
- |
|
Assignment
of Creditor Notes |
|
|
284,560 |
|
Proceeds
received from additional Creditor #2 Notes |
|
|
250,000 |
|
Conversion
of Creditor #2 Note to common stock (39,267,666 common shares issued) |
|
|
(70,090 |
) |
Creditor #2 Notes,
principal balance as of August 31, 2014 |
|
$ |
464,470 |
|
Conversion
of Creditor #2 Notes to common stock (514,461,210 common shares issued) |
|
|
(73,228 |
) |
Creditor #2 Notes,
principal balance as of August 31, 2015 |
|
$ |
391,242 |
|
To
the extent the Creditor #2 converts the Creditor #2 Notes and then sells its common stock, the market price of the common stock
may decrease due to the additional shares in the market. This could allow the Creditor #2 to receive greater amounts of common
stock upon conversion. The sale of each share of common stock could further depress the stock price. Due to the floating conversion
price of the notes, the Company does not know the exact number of shares that the Creditor #2 would be issued upon conversion.
The shares issuable upon conversion of the Creditor #2 Notes may result in substantial dilution to the interests of the Company's
other shareholders. In this regard, even though the investor may not hold shares amounting to more than 9.99% of the outstanding
shares at one time, this restriction does not prevent the investor from selling some of its holdings and then receiving additional
shares. In this way, the investor could sell more than the 9.99% limit while never holding more than the limit.
Due
to the significant change in terms and amounts payable between the Creditor Notes and Creditor #2 Notes, the Company accounted
for the transaction as an extinguishment of the Creditor Note on the date of the exchange. In connection with this extinguishment,
the Company recorded a loss on extinguishment of $1,439,044 as the derivatively liability associated with the Creditor #2 Notes
was significantly greater in value than that of the Creditor Notes. See below for valuation methods used to determine the fair
value of the Company's derivative liabilities.
In
addition, the Company recorded a derivative liability in connection with the $250,000 in proceeds received from the Creditor #2.
The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative liability of
$1,469,891 as of the date of issuance. As a result of the valuation of the derivative liability being in excess of the value of
the proceeds of the Creditor #2 Note by $1,219,891, the amount was expensed to derivative expense. The Company recorded a full
discount to these notes which is being amortized over the term of the Creditor #2 Notes using the straight line method. During
the years ended August 31, 2015 and 2014, $62,500 and $187,500 was amortized to interest expense with no discount remaining as
of August 31, 2015.
Creditor
#3 Convertible Promissory Note
In
December 2014, a convertible promissory note holder ("Holder") entered into an exchange agreement with another lender
(the "Creditor #3") whereby the Holder transferred the Holder's notes and accrued interest to Creditor #3. In December
2014, the Company entered into i) a note agreement for $150,000 representing the principal amount transferred from the Holder.
The Creditor #3 Note bears interest per annum at 10.0%, due on August 22, 2015 and is convertible on the date of issuance based
upon based upon a 25% discount to lowest trading price, for the 5 trading days prior to conversion. As a result, the lower the
stock price at the time the Creditor #3 converts the Creditor #3 Notes, the more common shares the Creditor #3 will receive. The
table below details the transactions with the Creditor #3 during the year ended August 31, 2015.
Creditor #3 Notes, principal balance
as of August 31, 2014 |
|
$ |
- |
|
Transfer
from 3rd party |
|
|
150,000 |
|
Conversion of
Creditor #2 Notes to common stock (336,933,000 common shares issued) |
|
|
(56,650 |
) |
Creditor #3 Notes, principal balance
as of August 31, 2015 |
|
$ |
93,350 |
|
To
the extent the Creditor #3 converts the Creditor #3 Note and then sells its common stock, the market price of the common stock
may decrease due to the additional shares in the market. This could allow the Creditor #3 to receive greater amounts of common
stock upon conversion. The sale of each share of common stock could further depress the stock price. Due to the floating conversion
price of the notes, the Company does not know the exact number of shares that the Creditor #3 would be issued upon conversion.
The shares issuable upon conversion of the Creditor #3 Note may result in substantial dilution to the interests of the Company's
other shareholders. In this regard, even though the investor may not hold shares amounting to more than 9.99% of the outstanding
shares at one time, this restriction does not prevent the investor from selling some of its holdings and then receiving additional
shares. In this way, the investor could sell more than the 9.99% limit while never holding more than the limit.
During
the year ended August 31, 2015, the Company recorded a discount of $150,000 due to the derivative liability, as discussed below,
having a fair market value in excess of the principal amount of the convertible note. During the year ended August 31, 2015, the
Company amortized $150,000 of the discount to interest expense.
Convertible
Promissory Notes
As
of August 31, 2015, the Company has outstanding 31 convertible promissory notes issued between December 2011 and August
2015. The convertible promissory notes bear interest at either 4% or 8% per year and are due in full, including principal
and interest, two-three years from the issuance date ranging from August 2014 to February 2018. The convertible promissory
notes also include a conversion option whereby the holders may elect at any time to convert any portion or the entire balance
into the Company's common stock at conversion prices ranging from $0.0001 to $1.25. The table below details the transactions
associated with the convertible promissory notes during the years ended August 31, 2015 and 2014.
Convertible Promissory Notes, principal
balance as of August 31, 2013 |
|
$ |
835,000 |
|
Proceeds received
from additional Convertible Promissory Notes |
|
|
25,000 |
|
Payments on
Convertible Promissory Notes - Related Party |
|
|
(114,866 |
) |
|
|
|
|
|
Convertible Promissory Notes, principal
balance as of August 31, 2014 |
|
$ |
745,134 |
|
Proceeds received
from additional Convertible Promissory Notes - Related Party |
|
|
402,250 |
|
Conversion of
accrued salaries and advances to Convertible Promissory Notes - Related Party |
|
|
626,864 |
|
Proceeds received
from additional Convertible Promissory Notes |
|
|
181,459 |
|
Accounts payable
converted into a Convertible Promissory Note |
|
|
32,891 |
|
Accrued interest
converted into Convertible Promissory Note |
|
|
7,022 |
|
Convertible
Promissory Note converted into 100,000,000 common stock |
|
|
(10,000 |
) |
Related party
notes converted into 1,300,100,000 common stock |
|
|
(131,000 |
) |
Note transferred
to Creditor #3 |
|
|
(150,000 |
) |
Payments on
Convertible Promissory Notes - Related Party |
|
|
(89,500 |
) |
Convertible Promissory Notes, principal
balance as of August 31, 2015 |
|
$ |
1,615,120 |
|
As
of August 31, 2015, of the convertible promissory notes outstanding, $1,068,964 are held by related parties. These related parties
consist of the Company's officers, former officers, significant shareholders or entities controlled by these individuals. As of
August 31, 2015 and 2014, $197,850 and $325,000 of these notes were included within the current portion of convertible promissory
notes on the accompanying balance sheets as the notes were due within one year of the balance sheet date, respectively.
For
some of the convertible promissory notes, 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 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.
In
addition, six of the convertible promissory note purchasers were issued warrants to purchase shares of the Company's common stock.
The valuation of the stock warrants and the beneficial conversion feature associated with the issuance of convertible promissory
notes utilized valuation inputs and related figures provided by a professional and independent valuation firm. The Company allocated
a portion of the proceeds received from the convertible promissory notes to the warrants using the relative fair value resulting
in a debt discount to each convertible promissory note.
The
discounts are amortized over the term of the convertible promissory note using the straight line method. The amortized value for
each period is recorded as an offset against the debt discount on the balance sheet, classified as interest expense - accretion
in the statement of operations and as accretion of debt discount within the statement of cash flows. During the year ended August
31, 2015, the Company recorded a discount related to the recognition of a beneficial conversion feature or allocation of the proceeds
to a derivative liability of $1,202,963 in connection with the issuance of $1,243,704 in convertible notes. Of the increase in
convertible notes payable during the year ended August 31, 2015, $235,750 related to proceeds received from the Company's Chief
Executive Officer, $166,500 in proceeds from the Chief Executive Officer of StreamTrack Media, Inc., $181,459 in proceeds from
third parties, $32,891 in conversions of amounts payable to a third party to a note; $316,758 in salary and advances due to our
Chief Executive Officer converted to a convertible note payable and $310,106 in salary and advances due to StreamTrack Media,
Inc.'s Chief Executive Officer converted to a convertible note payable. During the years ended August 31, 2015 and 2014, $761,356
and $246,336 of the discounts were amortized to interest expense, respectively. As of August 31, 2015, $617,787 discounts remained
which will be expensed in fiscal 2016 through 2018.
On
December 24, 2014 and included within the disclosures above, the Company entered into a convertible note agreement for $114,350
with a third party. Under the terms of the agreement the third party was to provide the Company with $81,459 in cash and relief
of $48,333 in accrued consulting fees due to the third party. In addition, the Company agreed to issue 10,000,000 share of common
stock and 500 shares of Series C Preferred Stock. The convertible note incurs interest at a rate of 4% per annum, is due December
24, 2016 and is convertible into shares of the Company's common stock on the date of issuance based upon based upon a 10% discount
to lowest trading price, for the 15 trading days prior to conversion. Total proceeds of $81,459 had been received.
The
Company recorded the difference between the convertible note less proceeds received and accrued consulting fees plus the fair
market value of the common stock of $7,000 and Series C Preferred Stock of $75,000 as a loss on extinguishment of $66,537. The
common stock valued using the closing market price of the Company's common stock on the date of the transaction. The Series C
Preferred Stock was valued based upon each share of Series C Preferred Stock being convertible into $150 in fair market value
of the Company's common stock.
On
April 28, 2015 and included within the disclosures above, the Company entered into an amended convertible note agreement for $56,806
with a third party. The convertible note agreement included the original $50,000 in principal and $6,806 in accrued interest.
In addition, the Company agreed to issue 150 shares of Series C Preferred Stock. The convertible note incurs interest at a rate
of 8% per annum, is due April 28, 2017 and is convertible into shares of the Company's common stock on the date of issuance based
upon based upon a 15% discount to lowest trading price, for the 5 trading days prior to conversion.
The
Company recorded the difference between the convertible note and the fair market value of the Series C Preferred Stock of $22,500
plus the fair market value of the derivative liability of $66,831 for a loss on extinguishment of $35,025. The Series C Preferred
Stock was valued based upon each share of Series C Preferred Stock being convertible into $150 in fair market value of the Company's
common stock.
Future
Maturities
As
of August 31, 2015, future maturities of notes payable is as follows for the years ending August 31; $957,442 current; $1,067,270
2017; and $75,000 2018. Included within those amounts due to related parties are: $197,820 current and $871,114 for 2017.
Derivative
Liabilities
Creditor
Notes
Upon
the six-month anniversary (180 days) of all financings with the Creditor, the shares underlying the Creditor's Notes were issuable
without restriction and could 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 were issuable upon the conversion of the Creditor's Notes was indeterminable
until such time as the Creditor elects to convert to common stock.
On
the six-month anniversary of Creditor Notes, the Company measures and records a derivative liability. On April 15, 2014 (date
of exchange with Creditor #2), the Company re-measured the derivative liability using the weighted average input attributes below
and determined the value to be $206,576.
|
|
April
15,
2014 |
|
|
|
|
|
Expected life
(in years) |
|
|
0.10 |
|
Balance of note
and accrued interest outstanding |
|
$ |
327,240 |
|
Stock price |
|
$ |
0.1400 |
|
Effective conversion
price |
|
$ |
0.0084 |
|
Shares issuable
upon conversion |
|
|
33,864,861 |
|
Risk-free interest
rate |
|
|
0.30 |
% |
Expected volatility |
|
|
61.83 |
% |
Expected dividend
yield |
|
|
- |
|
Creditor
#2 Note
The
Creditor #2 Notes were executed on April 15, 2014 and were immediately convertible into the Company's common stock at a 45% discount
to the lowest trading price for the 15 days prior to the conversion date. As a result of the fact that the number of shares the
Creditor #2 Notes was convertible into was indeterminable, the Company determined a derivative liability was embedded within the
Creditor #2 Notes. The Company measured the derivative liability using the input attributes disclosed below and recorded a derivative
liability of $3,158,190 as of April 15, 2014 of which $1,219,891 was included within "change in fair value of derivatives"
due to a portion of the derivative liability being in excess of the $250,000 in proceeds received and $1,481,723, which included
offset of $206,576 from relief of the derivative liability related to the Creditor Notes, within "Loss on extinguishment"
due to extinguishment accounting on the Creditor Note transferred to Creditor #2. On August 31, 2015 and 2014, the Company re-measured
the derivative liability using the input attributes below and determined the value to be $606,698 and $946,319, respectively.
|
|
August
31,
2015 |
|
|
August
31,
2014 |
|
|
|
|
|
|
|
|
Expected life
(in years) |
|
|
0.50 |
|
|
|
0.50 |
|
Balance of note
and accrued interest outstanding |
|
$ |
391,242 |
|
|
$ |
483,299 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0017 |
|
Effective conversion
price |
|
$ |
0.00005 |
|
|
$ |
0.0007 |
|
Shares issuable
upon conversion |
|
|
7,113,490,909 |
|
|
|
675,942,496 |
|
Risk-free interest
rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
361.00 |
% |
|
|
308.36 |
% |
Expected dividend
yield |
|
|
- |
|
|
|
- |
|
Creditor
#3 Note
The
Creditor #3 Notes were executed on December 24, 2014 and were immediately convertible into the Company's common stock at a and
is convertible on the date of issuance based upon based upon a 25% discount to lowest trading price, for the 5 trading days prior
to conversion.. As a result of the fact that the number of shares the Creditor #2 Notes was convertible into was indeterminable,
the Company determined a derivative liability was embedded within the Creditor #2 Notes. The Company measured the derivative liability
using the input attributes disclosed below and recorded a derivative liability of $200,000 as of December 24, 2014. As a result
of the valuation of the derivative liability being in excess of the value of the carrying value of Creditor #3 by $50,000, a loss
on derivative liability of $50,000 was recorded by the Company. On August 31, 2015, the Company re-measured the derivative liability
using the input attributes below and determined the value to be $102,809.
|
|
August
31,
2015 |
|
|
December
24,
2014 |
|
|
|
|
|
|
|
|
Expected life
(in years) |
|
|
0.50 |
|
|
|
0.80 |
|
Balance of note
and accrued interest outstanding |
|
$ |
93,350 |
|
|
$ |
150,000 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0007 |
|
Effective conversion
price |
|
$ |
0.000075 |
|
|
$ |
0.0005 |
|
Shares issuable
upon conversion |
|
|
1,244,666,667 |
|
|
|
333,333,333 |
|
Risk-free interest
rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
361.00 |
% |
|
|
308.36 |
% |
Expected dividend
yield |
|
|
- |
|
|
|
- |
|
Other
Notes with Adjustable Conversion Features
As
discussed above, on December 24, 2014 the Company issued a $72,890 promissory note to a third party. The convertible promissory
note was immediately convertible into the Company's common stock at a 10% discount to the lowest traded price for the five days
prior to the conversion date. As a result of the fact that the number of shares the promissory note is convertible into is indeterminable,
the Company determined a derivative liability was embedded within the promissory note. The Company measured the derivative liability
using the input attributes disclosed below and recorded a derivative liability of $94,487 as of December 24, 2014. As a result
of the valuation of the derivative liability being in excess of the value of the carrying value of convertible promissory note
by $21,597, a loss on derivative liability of $21,597 was recorded by the Company. In addition, on March 17, 2015 the Company
received an additional $41,459 in proceeds under the promissory note. On March 17, 2015, the Company recorded an additional derivative
liability of $69,098, resulting in a loss on derivative liability of $27,639. On August 31, 2015, the Company re-measured the
derivative liability using the input attributes below and determined the value to be $123,566.
|
|
August
31,
2015 |
|
|
December
24,
2014 |
|
|
|
|
|
|
|
|
Expected life
(in years) |
|
|
1.40 |
|
|
|
2.00 |
|
Balance of note
and accrued interest outstanding |
|
$ |
114,350 |
|
|
$ |
72,890 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0007 |
|
Effective conversion
price |
|
$ |
0.00009 |
|
|
$ |
0.0005 |
|
Shares issuable
upon conversion |
|
|
1,270,555,556 |
|
|
|
134,981,481 |
|
Risk-free interest
rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
369.00 |
% |
|
|
308.36 |
% |
Expected dividend
yield |
|
|
- |
|
|
|
- |
|
As
discussed above, on April 28, 2015 the Company issued a $56,806 promissory note to a third party. The convertible promissory note
was immediately convertible into the Company's common stock at a 15% discount to the lowest traded price for the five days prior
to the conversion date. As a result of the fact that the number of shares the promissory note is convertible into is indeterminable,
the Company determined a derivative liability was embedded within the promissory note. The Company measured the derivative liability
using the input attributes disclosed below and recorded a derivative liability of $66,831 as of April 28, 2015. On August 31,
2015, the Company re-measured the derivative liability using the input attributes below and determined the value to be $65,783.
|
|
August
31,
2015 |
|
|
April,
28,
2015 |
|
|
|
|
|
|
|
|
Expected life
(in years) |
|
|
1.40 |
|
|
|
2.00 |
|
Balance of note
and accrued interest outstanding |
|
$ |
56,806 |
|
|
$ |
56,806 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0001 |
|
Effective conversion
price |
|
$ |
0.000085 |
|
|
$ |
0.000085 |
|
Shares issuable
upon conversion |
|
|
668,305,882 |
|
|
|
668,305,882 |
|
Risk-free interest
rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
369.00 |
% |
|
|
421.00 |
% |
Expected dividend
yield |
|
|
- |
|
|
|
- |
|
Vendor
Note
The
Vendor Note was executed on November 1, 2012 and was immediately convertible into the Company's common stock at a 50% discount
to the lowest bid price as quoted on the OTC Bulletin Board for the five days prior to the conversion date. As a result of the
fact that the number of shares the Vendor Note was convertible into was indeterminable, the Company determined a derivative liability
was embedded within the Vendor Note. The Company measured the derivative liability using the input attributes disclosed below
and recorded a derivative liability of $190,927 as of November 1, 2012. As a result of the valuation of the derivative liability
being in excess of the value of the proceeds of the Vendor Note by $50,927, a deemed dividend of $50,927 was recorded by the Company
on November 1, 2012. The debt discount of $140,000 associated with the Vendor Note was immediately expensed to interest expense
accretion as a result of the Vendor Note being immediately convertible and due on demand. On August 31, 2015 and 2014,
the Company re-measured the derivative liability using the input attributes below and determined the value to be $0 and $295,194,
respectively.
|
|
August
31,
2014 |
|
|
|
|
|
Expected life
(in years) |
|
|
0.50 |
|
Balance of note
outstanding |
|
$ |
35,300 |
|
Stock price |
|
$ |
0.0017 |
|
Effective conversion
price |
|
$ |
0.0007 |
|
Shares issuable
upon conversion |
|
|
54,307,692 |
|
Risk-free interest
rate |
|
|
0.50 |
% |
Expected volatility |
|
|
308.36 |
% |
Expected dividend
yield |
|
|
- |
|
|
X |
- References
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- DefinitionTabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.
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v3.3.1.900
Stockholders' Equity
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 11 - Stockholders' Equity |
Series
A Preferred Stock
100 shares of
preferred stock have been designated as Series A Preferred Stock, none of which are outstanding. 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.
Series
B Preferred Stock
On
October 25, 2013, the Company filed a Certificate of Designation of Series B Preferred Stock (the "Series B Certificate of
Designation") with the Secretary of State of Wyoming. Pursuant to the Series B Certificate of Designation, the Company designated
200,000 shares of its blank check preferred stock as Series B Preferred Stock. The Series B Preferred Stock will rank senior to
the common stock, Series A Preferred Stock and any subsequently created series of preferred stock that does not expressly rank
pari passu with or senior to the Series B Preferred Stock (the "Junior Stock"). The Series B Preferred Stock will not
be entitled to dividends. In the event of a liquidation, the Series B Preferred Stock will be entitled to a payment of the Stated
Value of $1.00 per share prior to any payments being made in respect of the Junior Stock. Each share of Series B Preferred Stock
will entitle the holder to vote on all matters voted on by holders of common stock as a single class. With respect to any such
vote, each share of Series B Preferred Stock will entitle the holder to cast such number of votes equal to 0.000255% of the total
number of votes entitled to be cast. Effective upon the closing of a Qualified Financing, all issued and outstanding shares of
Series B Preferred Stock will automatically convert into common stock in an amount determined by dividing the product of the number
of shares being converted and the Stated Value by the Conversion Price. The Conversion Price will be equal to the price per share
of the common stock sold under the Qualified Financing (or, if the Qualified Financing involves the sale of securities convertible
into common stock, by the conversion price of such convertible securities). A "Qualified Financing" is defined as the
sale by the Company in a single offering of common stock or securities convertible into common stock for gross proceeds of at
least $5,000,000.
On
October 31, 2013, the Company entered into amendment, waiver and exchange agreements (the "Exchange Agreements") with
Michael Hill (the Company's chief executive officer and director) and Aaron Gravitz (the Company's director). Under each Exchange
Agreement, the Company issued to each of Mr. Hill and Mr. Gravitz 100,000 shares of Series B Preferred Stock in exchange for $100,000
in unpaid compensation.
Series
C Preferred Stock
Effective December 29,
2014, the Company filed a Certificate of Designation of Series C Convertible Preferred Stock (the Series C Certificate
of Designation) with the Secretary of State of Wyoming. Pursuant to the Series C Certificate of Designation, the Company
designated 20,000 shares of its blank check preferred stock as Series C Preferred Stock. Each share of Series C Preferred Stock
is convertible into $150 in fair market value of the Companys common stock, which fair market value will be equal to the
average closing price of the common stock during the 10 trading days immediately prior to the delivery to the Company of a conversion
notice. The Series Preferred Stock C will share in any liquidation proceeds with the common stock on an as-converted basis, will
not have voting rights prior to being converted to common stock, and in the event of any payment of dividends by the Company,
will be entitled to dividends on an as-converted basis with the common stock. The Company has presented the Series C outside of
stockholders' equity due to the variable conversion price.
On April 24, 2015, the
Company entered into an Exchange Agreement with Lux pursuant to which the Company issued 10,000 shares of its Series C in exchange
for 1,495,313 shares of Company common stock tendered by Lux to the Company for cancellation. The Lux common stock was originally
issued to Lux by the Company on March 12, 2013. In connection with the transaction, the Company recorded a loss on settlement
of $1,499,850, which represented the difference in the fair market value of the Series C issued of $1.5 million and the common
stock received of $150. See Note 4 for additional transaction with Lux.
On April 24, 2015, the
Company entered into an Exchange Agreement with Mark J. Richardson ("MJR") pursuant to which the Company issued 500
shares of its Series C Preferred Stock in exchange for 15,140 shares of Company common stock tendered by MJR to the Company for
cancellation. The MJR common stock was originally issued to MJR by the Company on March 13, 2013. In connection with the
transaction, the Company recorded a loss on settlement of $74,998, which represented the difference in the fair market value of
the Series C issued of $75,000 and the common stock received of $2.
See below and Note 10 for discussion related to additional
issuances of Series C Preferred Stock.
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.
Effective
February 17, 2015, the Company filed Articles of Amendment to the Company's Articles of Incorporation with the Secretary of State
of Wyoming to (i) increase the Company's authorized shares of common stock from 1,000,000,000 to an unlimited number; and (ii)
allow for shareholders to take actions by the written consent of the holders of outstanding shares having not less than the minimum
number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the
action were present and voted.
During
the year ended August 31, 2015, the Company authorized up to 300 million shares to be issued under the StreamTrack, 2015 Incentive
Stock Plan.
During
the year ended August 31, 2015, 150 shares of Series C Preferred Stock with a value of $22,500 were converted into
225,000,000 shares of common stock.
During
the year ended August 31, 2014, the Company issued 7,750,000 shares of common stock valued at $58,500 to a law firm in settlement
of accounts payable of $37,500 relating to legal services. The fair market value of the common stock issued was determined based
upon the closing market price of the Company's common stock on the date of the issuance. The fair market value of the common stock
issued in excess of the accounts payable was recorded as legal expense within general and administrative expenses.
See
Notes 5, 6, 10 and 12 for discussion regarding the issuance of common stock.
Detachable
Stock Warrants
On
April 27, 2015, the Company entered into an Investment Agreement with RTV Media Corp. ("RTV") pursuant to which RTV
initially invested $75,000 into the Company in consideration for $75,000 of worth of warrants at an exercise price of $0.0001
to purchase the common stock of the Company. Upon exercise, RTV has up to five years to exercise the warrants. In addition, RTV
agreed to invest up to an additional $425,000 of capital into the Company in consideration for which additional warrants will
be granted upon investment. The Company has accounted for the warrants as common stock to be issued as there are no provisions
within the agreement in which will require the Company to return the capital provided.
In
connection with the acquisition of RL on August 31, 2012, the Company assumed a total of 362,500 detachable stock warrants from
RL (the "RL Warrants"). The RL Warrants have a three-year term and are convertible into the Company's common stock at
an exercise price of $0.41 per share. The RL Warrants had been previously convertible into RL common stock at a price of $0.50
per share. The exercise price of the RL Warrants, that became exercisable for issuance of the Company's common stock as of August
31, 2012, was adjusted to $0.41 upon the closing of the August 31, 2012 acquisition.
Stock
Based Compensation
The
fair value of the Company's Restricted Stock Units ("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 $8,262 during the year ended August 31, 2014. As of August 31, 2015, all compensation costs related
to RSUs has been recognized
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v3.3.1.900
Subsequent Events
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Note 12 - Subsequent Events |
On
October 14, 2015, the Company executed an extension to the Lender Financing agreement disclosed in Note 10 whereby the maturity
date has been extended to December 15, 2016 with interest calculated at 35% per annum. In the event the facility is below $650,000
prior to December 31, 2015; below $550,000 prior to March 15, 2016; and below $300,000 prior to June 15, 2016, the interest rate
will be adjusted to 7% per annum.
On October 26, 2015,
the Company filed a Preliminary Schedule 14C Information Statement with the Securities and Exchange Commission in connection with
approval by the Companys board of directors and majority stockholders of an amendment the Articles of Incorporation to:
(i) change the Company's name from StreamTrack, Inc. to Total Sports Media, Inc., (ii) effect a 1-for 800 reverse split of the
Company's common stock and (iii) decrease the authorized number of shares of common stock from an unlimited number to 40,000,000.
The amendment will be effective upon filing with the Secretary of State of Wyoming, which will occur approximately, but not less
than, 20 days after the definitive information statement is mailed to stockholders.
Subsequent to August
31, 2015, 110 shares of Series C Preferred Stock were converted into 165,000,000 shares of common stock.
Subsequent to August 31,
2015, the Company's officers have advanced an additional $85,000 to the Company.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Aug. 31, 2015 |
Notes to Financial Statements |
|
Basis of Presentation |
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, 2015, the Company recorded a net loss of $3,481,684 and had negative working capital of $3,684,949. The net loss and
negative working capital indicate substantial doubt about the entity's ability to continue as a going concern.
Management is confident
but cannot guarantee that additional capital can be raised in order to repay debts and continue operations. For the twelve months
ending August 31, 2016, the Company is obligated to make payments on certain operating leases, convertible debts, and a capital
lease, among others of $108,315, $957,442, and $54,704, respectively. The Company's 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. Since inception and through the date of these financial statements, the Company has successfully raised a significant
amount of capital through debt and equity offerings. The Company anticipates launching several new product offerings and initiating
certain new significant partnerships during the fiscal year ending August 31, 2016 The Company anticipates those products and partnerships
to be profitable but notes that it will require an unknown amount of capital for product development and commercial deployment.
The Company will attempt to have its potential partners pay for the some of these costs but management cannot be certain that it
will succeed in entering into such arrangements. Management may potentially make a business decision to move forward, delay, or
cancel certain partnerships because of the Company's overall capital needs. Nonetheless, the ability of the Company to continue
as a going concern is dependent on the successful execution of the business plan and become profitable. If the Company is unable
to become profitable and sustain positive cash flow from operations, 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, stock-based compensation, fair values of warrants to purchase common stock, derivative liabilities 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 RadioLoyaltyTM , WatchThisTM , 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.
|
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.
In some events, smaller advertisers are reported as gross revenue with an expense recorded against the revenue.
Services
Revenue. The Company generated services revenues for the period from September 1, 2014 through August 31, 2015. These revenues
related to the provision of data and streaming hosting services to one customer.
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 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 (gains) losses during the fiscal years ended August 31, 2015 and 2014
totaled $181,500 and ($8,785), respectively.
|
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:
Internally developed and purchased 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 years ended
August 31, 2015 and 2014, the Company capitalized $407,989 and $416,971 in costs related to internal use software and website development,
respectively. Management also determined that $20,568 and $49,190 in certain software and website development costs did not meet
the relevant criteria to be capitalized during fiscal 2015 and 2014, respectively. As a result, all of these costs were expensed
and included within the accompanying statement of operations as "product development" during the years indicated. See
Note 3 for discussion related to the impairment of a product.
|
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 Compensation |
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 to employees 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. The Company recognizes stock-based compensation for awards granted to non-employees over the expected service period
revaluing the award at each reporting period in accordance with the appropriate accounting guidance. 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 and non-employees to hold their stock awards 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 and publishers who provide us with their content and listenership, infrastructure
costs related to content streaming, costs related to creating and serving advertisements as well as third party ad serving technology
providers. 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 years ended August 31, 2015 and 2014. The Company does have ongoing commitments with the majority of the consultants the Company
worked with during the years ended August 31, 2015 and 2014.
|
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.
|
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 PlayerTM, the RadioLoyaltyTM,
online and mobile content integration and development of new advertising products or development, enhancement of other new technologies
and its fantasy sports products. The Company expenses product development costs to the extent they can't be capitalized under the
pertaining accounting guidance.
|
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 Officers
are not currently under long-term contracts with the Company. During the years ended August 31, 2015 and 2014, compensation was
either accrued or paid to these executives out of operations from time to time but no formal compensation plan has been in place.
See Notes 9 and 10 for additional information.
|
General 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, 2015 and 2014, 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.
|
Net Loss Per Share |
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.
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- DefinitionDisclosure of accounting policy for inclusion of significant items in the selling, general and administrative (or similar) expense report caption.
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v3.3.1.900
Summary of Significant Accounting Policies (Tables)
|
12 Months Ended |
Aug. 31, 2015 |
Accounting Policies [Abstract] |
|
Estimated useful lives |
Internally developed and purchased 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 |
|
X |
- References
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- DefinitionTabular disclosure of real estate properties and units in those properties that are included in the discussion of the nature of an entity's operations.
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v3.3.1.900
Composition of Certain Financial Statement Captions (Tables)
|
12 Months Ended |
Aug. 31, 2015 |
Composition Of Certain Financial Statement Captions Tables |
|
Property and Equipment |
|
|
As of August 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Software |
|
$ |
1,775,220 |
|
|
$ |
1,247,232 |
|
Servers, computers, and other related equipment |
|
|
198,924 |
|
|
|
198,924 |
|
Leasehold improvements |
|
|
1,675 |
|
|
|
1,675 |
|
|
|
|
1,975,819 |
|
|
|
1,447,831 |
|
Less accumulated depreciation and amortization |
|
|
(1,314,846 |
) |
|
|
(948,516 |
) |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
660,973 |
|
|
$ |
499,315 |
|
|
Accounts Payable and Accrued Expenses |
|
|
As of August 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
751,129 |
|
|
$ |
824,207 |
|
Accrued consulting fees |
|
|
- |
|
|
|
43,333 |
|
Accrued broadcaster commissions |
|
|
92,304 |
|
|
|
60,695 |
|
Accrued interest |
|
|
184,007 |
|
|
|
75,736 |
|
Credit card |
|
|
120,049 |
|
|
|
75,485 |
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
1,147,489 |
|
|
$ |
1,079,456 |
|
|
X |
- References
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- DefinitionTabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.
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- DefinitionTabular disclosure of public utility physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, deprecation expense and method used, including composite depreciation, and accumulated deprecation.
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v3.3.1.900
Fair Value (Tables)
|
12 Months Ended |
Aug. 31, 2015 |
Fair Value Tables |
|
Fair Value of financial assets and liabilities |
The following table presents
the Company's fair value hierarchy for assets and liabilities measured at fair value on a recurring basis at August 31, 2015:
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
7,909 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
7,909 |
|
Total assets measured at fair value |
|
$ |
7,909 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
7,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
$ |
|
|
|
$ |
898,856 |
|
|
$ |
|
|
|
$ |
898,856 |
|
Total liabilities measured at fair value |
|
$ |
|
|
|
$ |
898,856 |
|
|
$ |
|
|
|
$ |
898,856 |
|
The following table presents the Company's
fair value hierarchy for assets measured at fair value on a recurring basis at August 31, 2014:
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
26,590 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
26,590 |
|
Total assets measured at fair value |
|
$ |
26,590 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
26,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments |
|
$ |
|
|
|
$ |
778,257 |
|
|
$ |
|
|
|
$ |
778,257 |
|
Total liabilities measured at fair value |
|
$ |
|
|
|
$ |
778,257 |
|
|
$ |
|
|
|
$ |
778,257 |
|
|
X |
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X |
- References
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- DefinitionTabular disclosure of future minimum lease payments as of the date of the latest balance sheet presented, in aggregate and for each of the five years succeeding fiscal years, with separate deductions from the total for the amount representing executor costs, including any profit thereon, included in the minimum lease payments and for the amount of the imputed interest necessary to reduce the net minimum lease payments to present value.
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v3.3.1.900
Income Taxes (Tables)
|
12 Months Ended |
Aug. 31, 2015 |
Income Taxes Tables |
|
Provision for income tax expense |
|
|
Fiscal Years Ended August 31, |
|
|
|
2015 |
|
|
2014 |
|
Current |
|
|
|
|
|
|
Federal |
|
$ |
|
|
|
$ |
|
|
State and local |
|
|
|
|
|
|
|
|
Total current income tax expense |
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
Federal |
|
$ |
(389,634 |
) |
|
$ |
(242,615 |
) |
State and local |
|
|
(119,887 |
) |
|
|
(74,650 |
) |
Valuation allowance |
|
|
509,521 |
|
|
|
317,265 |
|
Total deferred income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
|
|
|
$ |
|
|
|
Effective tax rate |
|
|
Fiscal Year Ended
August 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
U.S. federal taxes at statutory rate |
|
|
34 |
% |
|
|
34 |
% |
State taxes, net of federal benefit |
|
|
6 |
|
|
|
6 |
|
Permanent differences |
|
|
(19 |
) |
|
|
|
|
Change in valuation allowance |
|
|
(21 |
) |
|
|
(40 |
) |
Change in rate |
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
-% |
|
|
|
-% |
|
|
X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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v3.3.1.900
Debt Instruments (Tables)
|
12 Months Ended |
Aug. 31, 2015 |
Vendor Convertible Note [Member] |
|
Schedule of Convertible notes |
Vendor Note, principal balance as of August 31, 2013 |
|
$ |
96,500 |
|
Conversion of Vendor Note to common stock (28,000,000 common shares issued) |
|
|
(61,200 |
) |
Vendor Note, principal balance as of August 31, 2014 |
|
$ |
35,300 |
|
Conversion of Vendor Note to common stock (162,250,000) common shares issued) |
|
|
(35,300 |
) |
Vendor Note, principal balance, August 31, 2015 |
|
$ |
- |
|
|
Derivative Liabilities |
|
|
August 31,
2014 |
|
|
|
|
|
Expected life (in years) |
|
|
0.50 |
|
Balance of note outstanding |
|
$ |
35,300 |
|
Stock price |
|
$ |
0.0017 |
|
Effective conversion price |
|
$ |
0.0007 |
|
Shares issuable upon conversion |
|
|
54,307,692 |
|
Risk-free interest rate |
|
|
0.50 |
% |
Expected volatility |
|
|
308.36 |
% |
Expected dividend yield |
|
|
- |
|
|
Creditor Convertible Notes Payable [Member] |
|
Schedule of Convertible notes |
Creditor Notes, principal balance as of August 31, 2013 |
|
$ |
230,500 |
|
Proceeds received from additional Creditor Notes |
|
|
42,500 |
|
On issuance discount related to additional Creditor Notes |
|
|
- |
|
Conversion of Creditor Notes to common stock (25,499,783 common shares issued) |
|
|
(127,356 |
) |
Assignment of Creditor Notes |
|
|
(145,644 |
) |
Creditors Notes, principal balance as of August 31, 2014 |
|
$ |
- |
|
|
Creditor Notes 2 [Member] |
|
Schedule of Convertible notes |
Creditor #2 Notes, principal balance as of August 31, 2013 |
|
$ |
- |
|
Assignment of Creditor Notes |
|
|
284,560 |
|
Proceeds received from additional Creditor #2 Notes |
|
|
250,000 |
|
Conversion of Creditor #2 Note to common stock (39,267,666 common shares issued) |
|
|
(70,090 |
) |
Creditor #2 Notes, principal balance as of August 31, 2014 |
|
$ |
464,470 |
|
Conversion of Creditor #2 Notes to common stock (514,461,210 common shares issued) |
|
|
(73,228 |
) |
Creditor #2 Notes, principal balance as of August 31, 2015 |
|
$ |
391,242 |
|
|
Derivative Liabilities |
|
|
August 31,
2015 |
|
|
August 31,
2014 |
|
|
|
|
|
|
|
|
Expected life (in years) |
|
|
0.50 |
|
|
|
0.50 |
|
Balance of note and accrued interest outstanding |
|
$ |
391,242 |
|
|
$ |
483,299 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0017 |
|
Effective conversion price |
|
$ |
0.00005 |
|
|
$ |
0.0007 |
|
Shares issuable upon conversion |
|
|
7,113,490,909 |
|
|
|
675,942,496 |
|
Risk-free interest rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
361.00 |
% |
|
|
308.36 |
% |
Expected dividend yield |
|
|
- |
|
|
|
- |
|
|
Creditor Notes 3 [Member] |
|
Schedule of Convertible notes |
Creditor #3 Notes, principal balance as of August 31, 2014 |
|
$ |
- |
|
Transfer from 3rd party |
|
|
150,000 |
|
Conversion of Creditor #2 Notes to common stock (336,933,000 common shares issued) |
|
|
(56,650 |
) |
Creditor #3 Notes, principal balance as of August 31, 2015 |
|
$ |
93,350 |
|
|
Derivative Liabilities |
|
|
August 31,
2015 |
|
|
December 24,
2014 |
|
|
|
|
|
|
|
|
Expected life (in years) |
|
|
0.50 |
|
|
|
0.80 |
|
Balance of note and accrued interest outstanding |
|
$ |
93,350 |
|
|
$ |
150,000 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0007 |
|
Effective conversion price |
|
$ |
0.000075 |
|
|
$ |
0.0005 |
|
Shares issuable upon conversion |
|
|
1,244,666,667 |
|
|
|
333,333,333 |
|
Risk-free interest rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
361.00 |
% |
|
|
308.36 |
% |
Expected dividend yield |
|
|
- |
|
|
|
- |
|
|
Convertible Promissory Note [Member] |
|
Schedule of Convertible notes |
Convertible Promissory Notes, principal balance as of August 31, 2013 |
|
$ |
835,000 |
|
Proceeds received from additional Convertible Promissory Notes |
|
|
25,000 |
|
Payments on Convertible Promissory Notes - Related Party |
|
|
(114,866 |
) |
|
|
|
|
|
Convertible Promissory Notes, principal balance as of August 31, 2014 |
|
$ |
745,134 |
|
Proceeds received from additional Convertible Promissory Notes - Related Party |
|
|
402,250 |
|
Conversion of accrued salaries and advances to Convertible Promissory Notes - Related Party |
|
|
626,864 |
|
Proceeds received from additional Convertible Promissory Notes |
|
|
181,459 |
|
Accounts payable converted into a Convertible Promissory Note |
|
|
32,891 |
|
Accrued interest converted into Convertible Promissory Note |
|
|
7,022 |
|
Convertible Promissory Note converted into 100,000,000 common stock |
|
|
(10,000 |
) |
Related party notes converted into 1,300,100,000 common stock |
|
|
(131,000 |
) |
Note transferred to Creditor #3 |
|
|
(150,000 |
) |
Payments on Convertible Promissory Notes - Related Party |
|
|
(89,500 |
) |
Convertible Promissory Notes, principal balance as of August 31, 2015 |
|
$ |
1,615,120 |
|
|
Creditor Note 1 [Member] |
|
Derivative Liabilities |
|
|
April 15,
2014 |
|
|
|
|
|
Expected life (in years) |
|
|
0.10 |
|
Balance of note and accrued interest outstanding |
|
$ |
327,240 |
|
Stock price |
|
$ |
0.1400 |
|
Effective conversion price |
|
$ |
0.0084 |
|
Shares issuable upon conversion |
|
|
33,864,861 |
|
Risk-free interest rate |
|
|
0.30 |
% |
Expected volatility |
|
|
61.83 |
% |
Expected dividend yield |
|
|
- |
|
|
Other Notes with Adjustable Conversion Features [Member] |
|
Derivative Liabilities |
|
|
August 31,
2015 |
|
|
December 24,
2014 |
|
|
|
|
|
|
|
|
Expected life (in years) |
|
|
1.40 |
|
|
|
2.00 |
|
Balance of note and accrued interest outstanding |
|
$ |
114,350 |
|
|
$ |
72,890 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0007 |
|
Effective conversion price |
|
$ |
0.00009 |
|
|
$ |
0.0005 |
|
Shares issuable upon conversion |
|
|
1,270,555,556 |
|
|
|
134,981,481 |
|
Risk-free interest rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
369.00 |
% |
|
|
308.36 |
% |
Expected dividend yield |
|
|
- |
|
|
|
- |
|
|
Other Notes with Adjustable Conversion Features 1 [Member] |
|
Derivative Liabilities |
|
|
August 31,
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|
|
April, 28,
2015 |
|
|
|
|
|
|
|
|
Expected life (in years) |
|
|
1.40 |
|
|
|
2.00 |
|
Balance of note and accrued interest outstanding |
|
$ |
56,806 |
|
|
$ |
56,806 |
|
Stock price |
|
$ |
0.0001 |
|
|
$ |
0.0001 |
|
Effective conversion price |
|
$ |
0.000085 |
|
|
$ |
0.000085 |
|
Shares issuable upon conversion |
|
|
668,305,882 |
|
|
|
668,305,882 |
|
Risk-free interest rate |
|
|
0.50 |
% |
|
|
0.50 |
% |
Expected volatility |
|
|
369.00 |
% |
|
|
421.00 |
% |
Expected dividend yield |
|
|
- |
|
|
|
- |
|
|
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Composition of Certain Financial Statement Captions (Details) - USD ($)
|
Aug. 31, 2015 |
Aug. 31, 2014 |
Property and equipment, gross |
$ 1,975,819
|
$ 1,447,831
|
Less accumulated depreciation and amortization |
(1,314,846)
|
(948,516)
|
Property and equipment, net |
660,973
|
499,315
|
Software [Member] |
|
|
Property and equipment, gross |
1,775,220
|
1,247,232
|
Servers computers And Other Related Equipment [Member] |
|
|
Property and equipment, gross |
198,924
|
198,924
|
Lease hold Improvements [Member] |
|
|
Property and equipment, gross |
$ 1,675
|
$ 1,675
|
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|
Aug. 31, 2015 |
Aug. 31, 2014 |
Composition Of Certain Financial Statement Captions Details 1 |
|
|
Accounts payable |
$ 751,129
|
$ 824,207
|
Accrued consulting fees |
|
43,333
|
Accrued broadcaster Commisions |
$ 92,304
|
60,695
|
Accrued interest |
184,007
|
75,736
|
Credit card |
120,049
|
75,485
|
Accounts payable and accrued expenses |
$ 1,147,489
|
$ 1,079,456
|
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Aug. 31, 2015 |
Aug. 31, 2014 |
Assets |
|
|
Cash and cash equivalents |
$ 7,909
|
$ 26,590
|
Total assets measured at fair value |
7,909
|
26,590
|
Liabilities: |
|
|
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898,856
|
778,257
|
Total liabilities measured at fair value |
898,856
|
778,257
|
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|
|
Assets |
|
|
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7,909
|
26,590
|
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7,909
|
26,590
|
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|
|
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|
|
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898,856
|
778,257
|
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$ 898,856
|
$ 778,257
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|
12 Months Ended |
Aug. 31, 2015 |
Aug. 31, 2014 |
Commitments And Contingencies Details Narrative |
|
|
Issuance of common stock |
336,993,000
|
66,239,000
|
Sale of the common shares |
$ 231,725
|
$ 323,879
|
Fee received by ASC |
59,311
|
86,521
|
Payments provided |
172,414
|
237,358
|
Remaining amount on the settlement of liabilities |
177,402
|
323,704
|
Rent expenses |
$ 150,125
|
$ 172,604
|
Company issued shares |
|
17,461,000
|
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Debt Instruments (Details) - USD ($)
|
12 Months Ended |
Aug. 31, 2015 |
Aug. 31, 2014 |
Proceeds received from additional Creditor Notes |
$ 181,459
|
$ 315,000
|
Vendor Convertible Note [Member] |
|
|
Convertible Promissory Notes, principal beginning balance |
35,300
|
96,500
|
Conversion to common stock |
$ (35,300)
|
(61,200)
|
Convertible Promissory Notes, principal ending balance |
|
35,300
|
Creditor Convertible Notes Payable [Member] |
|
|
Convertible Promissory Notes, principal beginning balance |
|
230,500
|
Proceeds received from additional Creditor Notes |
|
$ 42,500
|
On issuance discount related to additional Creditor Notes |
|
|
Conversion to common stock |
|
$ (127,356)
|
Assignment of Creditor Notes |
|
$ (145,644)
|
Convertible Promissory Notes, principal ending balance |
|
|
Creditor Notes 2 [Member] |
|
|
Convertible Promissory Notes, principal beginning balance |
$ 464,470
|
|
Proceeds received from additional Creditor Notes |
|
$ 250,000
|
Conversion to common stock |
(73,228)
|
(70,090)
|
Assignment of Creditor Notes |
|
284,560
|
Convertible Promissory Notes, principal ending balance |
$ 391,221
|
$ 464,470
|
Creditor Notes 3 [Member] |
|
|
Convertible Promissory Notes, principal beginning balance |
|
|
Transfer from 3rd party |
$ 150,000
|
|
Conversion to common stock |
(56,650)
|
|
Convertible Promissory Notes, principal ending balance |
$ 94,750
|
|
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v3.3.1.900
Debt Instruments (Details 1) - USD ($)
|
12 Months Ended |
Aug. 31, 2015 |
Aug. 31, 2014 |
Proceeds received from additional Convertible Promissory Notes |
$ 181,459
|
$ 315,000
|
Accrued interest converted into Convertible Promissory Note |
|
21,000
|
Convertible Promissory Note [Member] |
|
|
Convertible Promissory Notes, principal beginning balance |
745,134
|
835,000
|
Proceeds received from additional Convertible Promissory Notes - Related Party |
402,250
|
|
Conversion of accrued salaries and advances to Convertible Promissory Notes - Related Party |
626,864
|
|
Proceeds received from additional Convertible Promissory Notes |
181,459
|
25,000
|
Accounts payable converted into a Convertible Promissory Note |
32,891
|
|
Accrued interest converted into Convertible Promissory Note |
7,022
|
|
Convertible Promissory Note converted into 100,000,000 common stock |
(10,000)
|
|
Related party notes converted into 1,300,100,000 common stock |
(131,000)
|
|
Note transferred to Creditor #3 |
(150,000)
|
|
Payments on Convertible Promissory Notes - Related Party |
(89,500)
|
(114,866)
|
Convertible Promissory Notes, principal ending balance |
$ 1,615,120
|
$ 745,134
|
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v3.3.1.900
Debt Instruments (Details 2) - USD ($)
|
4 Months Ended |
8 Months Ended |
12 Months Ended |
Dec. 24, 2014 |
Apr. 28, 2015 |
Apr. 15, 2014 |
Aug. 31, 2015 |
Aug. 31, 2014 |
Balance of notes and accrued interest outstanding |
|
|
|
$ 1,147,249
|
$ 1,109,456
|
Creditor Note 1 [Member] |
|
|
|
|
|
Expected life (in years) |
|
|
1 month 6 days
|
|
|
Balance of notes and accrued interest outstanding |
|
|
$ 327,240
|
|
|
Stock price |
|
|
$ 0.0140
|
|
|
Effective conversion price |
|
|
$ 0.0084
|
|
|
Shares issuable upon conversion |
|
|
33,864,861
|
|
|
Risk-free interest rate |
|
|
0.30%
|
|
|
Expected volatility |
|
|
61.83%
|
|
|
Expected dividend yield |
|
|
|
|
|
Creditor Notes 2 [Member] |
|
|
|
|
|
Expected life (in years) |
|
|
|
6 months
|
6 months
|
Balance of notes and accrued interest outstanding |
|
|
|
$ 391,242
|
$ 483,299
|
Stock price |
|
|
|
$ 0.0001
|
$ 0.0017
|
Effective conversion price |
|
|
|
$ 0.00005
|
$ 0.0007
|
Shares issuable upon conversion |
|
|
|
7,113,490,909
|
675,942,496
|
Risk-free interest rate |
|
|
|
0.50%
|
0.50%
|
Expected volatility |
|
|
|
361.00%
|
308.36%
|
Expected dividend yield |
|
|
|
|
|
Creditor Notes 3 [Member] |
|
|
|
|
|
Expected life (in years) |
9 months 18 days
|
|
|
6 months
|
|
Balance of notes and accrued interest outstanding |
$ 150,000
|
|
|
$ 93,350
|
|
Stock price |
$ 0.0007
|
|
|
$ 0.0001
|
|
Effective conversion price |
$ 0.0005
|
|
|
$ 0.000075
|
|
Shares issuable upon conversion |
333,333,333
|
|
|
1,244,666,667
|
|
Risk-free interest rate |
0.50%
|
|
|
0.50%
|
|
Expected volatility |
308.36%
|
|
|
361.00%
|
|
Expected dividend yield |
|
|
|
|
|
Convertible Promissory Note [Member] |
|
|
|
|
|
Expected life (in years) |
2 years
|
|
|
1 year 4 months 24 days
|
|
Balance of notes and accrued interest outstanding |
$ 72,890
|
|
|
$ 114,350
|
|
Stock price |
$ 0.0007
|
|
|
$ 0.0001
|
|
Effective conversion price |
$ 0.0005
|
|
|
$ 0.00009
|
|
Shares issuable upon conversion |
134,981,481
|
|
|
1,270,555,556
|
|
Risk-free interest rate |
0.50%
|
|
|
0.50%
|
|
Expected volatility |
308.36%
|
|
|
369.00%
|
|
Expected dividend yield |
|
|
|
|
|
Convertible Promissory Note 1 [Member] |
|
|
|
|
|
Expected life (in years) |
|
2 years
|
|
1 year 4 months 24 days
|
|
Balance of notes and accrued interest outstanding |
|
$ 56,806
|
|
$ 56,806
|
|
Stock price |
|
$ 0.0001
|
|
$ 0.0001
|
|
Effective conversion price |
|
$ 0.000085
|
|
$ 0.000085
|
|
Shares issuable upon conversion |
|
668,305,882
|
|
668,305,882
|
|
Risk-free interest rate |
|
0.50%
|
|
0.50%
|
|
Expected volatility |
|
421.00%
|
|
369.00%
|
|
Expected dividend yield |
|
|
|
|
|
Vendor Note [Member] |
|
|
|
|
|
Expected life (in years) |
|
|
|
|
6 months
|
Balance of notes and accrued interest outstanding |
|
|
|
|
$ 35,300
|
Stock price |
|
|
|
|
$ 0.0017
|
Effective conversion price |
|
|
|
|
$ 0.0007
|
Shares issuable upon conversion |
|
|
|
|
54,307,692
|
Risk-free interest rate |
|
|
|
|
0.50%
|
Expected volatility |
|
|
|
|
308.36%
|
Expected dividend yield |
|
|
|
|
|
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v3.3.1.900
Debt Instruments (Details Narrative) - USD ($)
|
12 Months Ended |
|
Aug. 31, 2015 |
Aug. 31, 2014 |
Apr. 15, 2014 |
Convertible promissory notes |
$ 19,794
|
$ 79,328
|
|
Amortized discount to interest expense |
761,356
|
246,336
|
|
Convertible Promissory Note [Member] |
|
|
|
Convertible promissory notes held by related parties |
1,068,964
|
|
|
Convertible promissory notes |
197,850
|
325,000
|
|
Proceeds to derivative liability |
1,202,963
|
|
|
Issuance of convertiable note |
1,243,704
|
|
|
Increase in convertible notes payable |
1,243,704
|
|
|
Proceeds of cash received from Company's Chief Executive Officer |
235,750
|
|
|
Proceeds of cash received from Chief Executive Officer of StreamTrack Media |
166,500
|
|
|
Proceeds of cash received from third parties |
181,459
|
|
|
Proceeds of cash received from conversions of amounts payable to a third party |
32,891
|
|
|
Accrued interest in new convertible note payable |
56,806
|
|
|
Proceeds of cash received from salary and advances due to our Chief Executive Officer |
316,758
|
|
|
Proceeds of cash received from salary and advances due to StreamTrack Media, Inc.'s Chief Executive Officer |
310,106
|
|
|
Amortized discount to interest expense |
761,356
|
246,336
|
|
Carrying amount of the discount |
617,787
|
|
|
Derivative liability using the weighted average |
123,566
|
|
|
Creditor Notes 2 [Member] |
|
|
|
Amortized to interest expense |
62,500
|
187,500
|
|
Derivative liability using the weighted average |
606,698
|
946,319
|
|
Creditor Notes 3 [Member] |
|
|
|
Amortized to interest expense |
150,000
|
|
|
Discount due to derivative liability |
150,000
|
|
|
Derivative liability using the weighted average |
102,809
|
|
|
Creditor Note 1 [Member] |
|
|
|
Derivative liability using the weighted average |
|
|
$ 206,576
|
Convertible Promissory Note 1 [Member] |
|
|
|
Derivative liability using the weighted average |
65,783
|
|
|
Vendor Note [Member] |
|
|
|
Derivative liability using the weighted average |
$ 0
|
$ 295,194
|
|
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v3.3.1.900
Stockholders' Equity (Details Narrative)
|
12 Months Ended |
Aug. 31, 2015
USD ($)
Number
$ / shares
shares
|
Aug. 31, 2014
USD ($)
shares
|
Stock warrants exercise price | $ / shares |
$ 0.41
|
|
Number of shares issued under incentive stock plan | shares |
300,000,000
|
|
Number of common stock shares of Series C | Number |
150
|
|
Common stock shares of Series C, Value |
$ 22,500
|
|
Common stock shares of Series C, Shares | shares |
225,000,000
|
|
Common stock issued to settlement of accounts payable, Value |
|
$ 58,500
|
Common stock issued to settlement of accounts payable, Shares | shares |
|
7,750,000
|
Legal services |
|
$ 37,500
|
Restricted Stock Units [Member] |
|
|
Stock-based compensation |
|
$ 8,262
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